Exhibit
10.2


 


EXECUTION COPY


 




 





STOCKHOLDERS
AGREEMENT


 


 


Travel Transaction
Processing Corporation


 


 


Dated as of June 30, 2003


 




 





 

















 


Table of Contents


 


	
  ARTICLE I

  	
  GOVERNANCE AND MANAGEMENT OF THE COMPANY

  
	
   

  	
   

  
	
  Section 1.1

  	
  Board
  of Directors.

  
	
  Section 1.2

  	
  Governance.

  
	
  Section 1.3

  	
  Indemnification
  of Directors and Officers

  
	
   

  	
   

  
	
  ARTICLE II

  	
  RESTRICTIONS ON TRANSFER

  
	
   

  	
   

  
	
  Section 2.1

  	
  Restrictions
  on Transfer.

  
	
  Section 2.2

  	
  First
  Offer Rights

  
	
  Section 2.3

  	
  Tag-Along
  Rights.

  
	
  Section 2.4

  	
  Drag-Along
  Rights.

  
	
   

  	
   

  
	
  ARTICLE III

  	
  COVENANTS OF THE COMPANY

  
	
   

  	
   

  
	
  Section 3.1

  	
  Preemptive
  Rights.

  
	
  Section 3.2

  	
  Reports;
  Inspections; Confidentiality.

  
	
   

  	
   

  
	
  ARTICLE IV

  	
  DEFINITIONS

  
	
   

  	
   

  
	
  Section 4.1

  	
  Certain
  Terms

  
	
   

  	
   

  
	
  ARTICLE V

  	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section 5.1

  	
  Notices

  
	
  Section 5.2

  	
  Governing
  Law, etc

  
	
  Section 5.3

  	
  Binding
  Effect

  
	
  Section 5.4

  	
  Assignment

  
	
  Section 5.5

  	
  No
  Third Party Beneficiaries

  
	
  Section 5.6

  	
  Subsequent
  Stockholders.

  
	
  Section 5.7

  	
  Termination

  
	
  Section 5.8

  	
  Amendment;
  Waivers, etc

  
	
  Section 5.9

  	
  Entire
  Agreement

  
	
  Section 5.10

  	
  Remedies

  
	
  Section 5.11

  	
  Severability

  
	
  Section 5.12

  	
  Headings;
  Counterparts

  
	
  Section 5.13

  	
  Legends

  
	
  Section 5.14

  	
  Spousal
  Waivers

  
	
  Section 5.15

  	
  Recapitalizations,
  Exchanges, etc

  
	
  Section 5.16

  	
  Further
  Assurances

  
	
  Section 5.17

  	
  CVC
  Investor

  



 


i

















 


STOCKHOLDERS
AGREEMENT


 


STOCKHOLDERS
AGREEMENT (this “Agreement”), dated as of June 30, 2003, among Travel
Transaction Processing Corporation, a corporation organized under the laws of
Delaware (the “Company”), Citigroup Venture Capital
Equity Partners, L.P., a limited partnership organized under the laws of
Delaware (“CVC”), CVC Executive Fund LLC, a limited liability company
organized under the laws of Delaware (“CVC
Executive Fund”), CVC/SSB Employee Fund, L.P., a limited
partnership organized under the laws of Delaware (“CVC Employee Fund”) and Court Square
Capital Limited (“Court Square”
and together with CVC, the CVC Executive Fund and the CVC Employee Fund,
individually a “CVC Stockholder” and collectively, the
“CVC
Stockholders”), Ontario Teachers’ Pension Plan Board, a
corporation without share capital organized under the laws of Ontario, Canada
(“OTPP”),
certain employees of CVC listed on Schedule 1 hereto (the “CVC Investors”), the Persons listed on Schedule 2
hereto (together with the CVC Investors, the “Other Stockholders”)
and each other Person who may become a party to this Agreement pursuant to
Section 5.6, (such Persons, together with the Other Stockholders, the CVC
Stockholders and OTPP, the “Stockholders”).  Capitalized terms used herein without
definition shall have the meanings indicated in Article IV.


 


In
consideration of the mutual agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I

GOVERNANCE AND MANAGEMENT OF THE COMPANY


 


Section 1.1             Board of Directors.


 


(a)           Composition.  Each Stockholder agrees that from and after
the Closing, such Stockholder will use his, her or its best efforts and
otherwise take all action necessary to nominate and elect and will vote all of
the shares of Common Stock owned or held of record by him, her or it to elect
and, thereafter to continue in office a Board of Directors of the Company (the
“Board”)
which, subject to Section 1.1(b) below, consists of nine members, five of
whom shall be designated by CVC, three of whom shall be designated by OTPP and
one of whom shall be the Chief Executive Officer of the Company.


 

















 


(b)           Changes in
Composition.


 


(i)            In the event that either the CVC
Stockholders and their Permitted Transferees collectively or OTPP and its
Permitted Transferees collectively no longer beneficially own the number of
shares of Common Stock owned by such Stockholders at Closing, then the
foregoing director designation rights of CVC and OTPP shall be reallocated
(and/or, to the extent agreed upon by CVC and OTPP, the size of the Board shall
be adjusted, including by adding independent directors) to reflect, as between
CVC and OTPP, the Common Stock ownership percentages of the CVC Stockholders
and their Permitted Transferees and OTPP and its Permitted Transferees, provided, however,
that CVC and OTPP shall be entitled to designate at least one director for so
long as the CVC Stockholders and their Permitted Transferees, in the case of
CVC, and OTPP and its Permitted Transferees, in the case of OTPP, beneficially
own, in the aggregate, at least 5% of the outstanding shares of Common Stock.


 


(ii)           In the event that the CVC
Stockholders and their Permitted Transferees, in the case of CVC, or OTPP and
its Permitted Transferees, in the case of OTPP, beneficially own, in the
aggregate, less than 5% of the outstanding shares of Common Stock, then CVC
and/or OTPP, as the case may be, shall no longer have the right to designate
any directors pursuant to this Section 1.1(b).  If either CVC or OTPP loses the right to designate a director
because it falls below the ownership threshold set forth in the immediately
preceding sentence, but the other of such two Stockholders and its Permitted
Transferees thereafter continue to beneficially own at least 5% of the
outstanding shares of Common Stock, then such other Stockholder shall have the
right to designate all members of the Board, other than the position held by
the Chief Executive Officer.


 


(c)           Removal and
Replacement of Designees.  Any
director designated by a party hereto may be removed at any time, with or
without cause, by such party, and each Stockholder entitled to vote shall vote
his, her or its shares of Common Stock as may be required to effect such
removal.  Subject to
Section 1.2(c)(i), CVC and OTPP, to the extent that such Stockholder has
the right to designate a director to the Board under this Section 1.1,
shall have the right, acting together, to remove the Chief Executive Officer
from the Board; provided, that to
the extent that only one of CVC or OTPP has the right to designate a director
to the Board under this Section 1.1, CVC or OTPP (whichever has such
right) shall have the right to remove the Chief Executive Officer from the
Board.  At any time a vacancy shall be
created on the Board as a result of the removal of a director designated by CVC
or OTPP, or the death, disability, retirement or resignation of any such
director, then such Stockholder shall have the right to designate such
director’s replacement and each Stockholder entitled to vote shall vote his,
her or its shares of Common Stock so as to elect such replacement to the Board.


 


2

















 


(d)           Fees and Expenses.  The Company will cause each non-employee
director of the Board to be paid a reasonable director’s fee and to be
reimbursed for all reasonable out-of-pocket costs and expenses incurred by him
or her in connection with serving as a director.  Neither the Company nor any of its Subsidiaries shall make any
payment to a director designated by CVC or OTPP (other than the reimbursement
referred to above, a director’s fee payable to each non-employee director not
to exceed $25,000 per year, indemnification payments contemplated by
Section 1.3 or any payments or distributions on account of such director’s
ownership of any equity securities of the Company) without the prior agreement
of CVC and OTPP; provided that
such consent right of CVC and OTPP will terminate at such time when such
Stockholder and its Permitted Transferees beneficially own less than 5% in the
aggregate of the outstanding shares of Common Stock.


 


(e)           Chairperson.  Unless otherwise agreed by CVC and OTPP, the
Chairperson of the Board shall be the Chief Executive Officer of the Company.


 


(f)            Committees of the
Board.


 


(i)            Executive Committee.  For so long as CVC is entitled to designate
more directors than OTPP pursuant to Section 1.1, the by-laws of the
Company shall provide for an Executive Committee of the Board to consist of the
Chief Executive Officer of the Company, two of the directors of the Board
designated by CVC (at least one of whom shall be a CVC Representative) and one
of the directors designated by OTPP (which director shall be an OTPP
Representative).


 


(ii)           Compensation and Benefits
Committee.  For so long as CVC is
entitled to designate more directors than OTPP pursuant to Section 1.1,
the by-laws of the Company shall provide for a Compensation and Benefits
Committee of the Board to consist of two of the directors of the Board
designated by CVC and one of the directors designated by OTPP.


 


(iii)          Audit Committee.  For so long as CVC is entitled to designate
more directors than OTPP pursuant to Section 1.1, the by-laws of the
Company shall provide for an Audit Committee of the Board to consist of two of
the directors of the Board designated by CVC and one of the directors designated
by OTPP.


 


(iv)          Powers.  The Executive Committee, the Compensation
and Benefits Committee and the Audit Committee shall have the powers and
responsibilities as set forth in the by-laws of the Company or as may be
provided by resolution of the Board. 
Copies of the minutes of any meeting of the Executive Committee, the
Compensation and Benefits Committee or the Audit


 


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Committee will be
presented to the Board at the next regularly scheduled meeting of the Board
following any such Committee meeting.


 


(v)           Designation Rights.  To the extent that CVC or OTPP has the right
to designate a lesser number of members to the Board under Section 1.1(a)
and (b) than the numbers specified with respect to the Board committees in
subsections (i), (ii) and (iii) above, then the numbers specified in such
subsections shall be reduced to equal the number of members of the Board that
such Stockholder has the right to so designate.


 


(g)           Subsidiary Boards.  The Board shall take all actions necessary,
from time to time, to ensure that the board of directors or similar governing
body of each domestic Subsidiary of the Company is constituted in the same
manner as the Board of the Company; provided, that the Board of Directors of
Worldspan, L.P. shall further include one additional member, who initially
shall be Paul Blackney.


 


Section 1.2             Governance.


 


(a)           Organizational Documents.  The provisions of the Company’s certificate
of incorporation and by-laws, shall be amended, if necessary, to be consistent
with the terms of this Agreement and each Stockholder entitled to vote shall
vote his, her or its shares of Common Stock in favor of any such amendments.


 


(b)           Board/Committee Approval.  Except as otherwise required by applicable
law, all actions requiring the approval of the Board or any committee thereof
shall be approved by a majority of the directors present at any duly convened
meeting of the Board or such committee, as the case may be, or by unanimous
written consent of the directors in lieu of a meeting, in each case in
accordance with the provisions of the Delaware General Corporation Law and the
by-laws of the Company.  A quorum for
meetings of the Board or any committee thereof shall consist of a majority of
the then authorized number of directors or the then authorized number of
members of such committee, as the case may be, and, for so long as CVC is
entitled to designate at least one director to the Board under Section 1.1
or is represented on such committee, as the case may be, shall include at least
one CVC Representative and for so long as OTPP is entitled to designate at
least one director to the Board under Section 1.1 or is represented on
such committee, as the case may be, shall include at least one OTPP
Representative.  In the event that a
duly convened meeting of the Board or any committee thereof has a majority of
the then authorized number of directors present but does not otherwise have a
quorum because either a CVC Representative or an OTPP Representative is not
present in accordance with the terms of the prior sentence, the directors may
adjourn the meeting and call another meeting at a time which is no earlier than
48 hours following the time of


 


4

















 


notice to all directors of the time of the adjourned
meeting and, at such subsequent meeting a quorum shall consist of a majority of
the then authorized number of directors or the then authorized number of
members of such committee, as the case may be, regardless of whether a CVC
Representative or OTPP Representative is then present.


 


(c)           Significant Actions.  Subject to Section 5.7, in addition to
any vote required by the Company’s certificate of incorporation or by-laws or
by applicable law, (i) for so long as OTPP and its Permitted
Transferees beneficially own in the aggregate at least 20% of the outstanding
shares of Common Stock, the Company shall not authorize or take, or permit any
of its Subsidiaries to take, any of the following actions (or enter into any
commitment with respect to any of the following actions) without the prior
written approval of OTPP, and (ii) for so long as the CVC
Stockholders and their Permitted Transferees beneficially own in the aggregate
at least 20% of the outstanding shares of Common Stock, the Company shall not
authorize or take, or permit any of its Subsidiaries to take, any of the
following actions (or enter into any commitment with respect to any of the
following actions) without the prior written approval of CVC:


 


(i)            hire or terminate, enter into an
employment agreement with, or make any material change to the terms of such
agreement of, the Chief Executive Officer of the Company or any of its
Subsidiaries;


 


(ii)           create, incur, assume, guarantee or
otherwise become directly or indirectly liable for additional Indebtedness in
an aggregate amount (as to the Company and all of its Subsidiaries) in excess
of $50,000,000, other than a borrowing under the Credit Agreement that would
not cause the aggregate outstanding principal amount thereunder to exceed an
amount equal to $150,000,000 less the aggregate principal amount of any
repayments or prepayments of the term Indebtedness thereunder made on or after
the date hereof and any permanent reduction of any commitment in respect of any
revolving credit, working capital, letter of credit, bankers acceptance or
similar credit facility thereunder made on or after the date hereof;


 


(iii)          amend, supplement or otherwise modify
the Credit Agreement if the effect of such amendment, supplement or other modification
would be to (A) increase the weighted average annual interest rate
on any Indebtedness thereunder by more than 100 basis points (1%) above the
weighted average annual interest rate on such Indebtedness as of the date
hereof, (B) extend or advance the final maturity date of any
Indebtedness thereunder by more than six months, or (C) advance or
extend any other scheduled date for the payment of principal in respect of any
Indebtedness thereunder, other than extensions which would not cause the weighted
average maturity date of any such Indebtedness to


 


5

















 


fall on a date that is
more than six months before or after the weighted average maturity date of such
Indebtedness as of the date hereof;


 


(iv)          undertake or effect (A) any
merger or consolidation (1) of the Company with or into any Person,
other than a wholly-owned Subsidiary, or (2) of any Subsidiary with
or into any Person other than the Company or any other wholly-owned Subsidiary,
(B) any sale of all or substantially all assets of the Company and
its Subsidiaries taken as a whole or (C) undertake or effect a
reorganization or other transaction which has a similar effect to any of the
foregoing, in each case, other than in connection with a Drag-Along Sale
pursuant to Section 2.4 hereof in which CVC has elected to exercise its
rights thereunder;


 


(v)           enter into any composition or plan of
arrangement with creditors in respect of any material indebtedness for borrowed
money, appoint a receiver, trustee, liquidator or administrator,  wind up, liquidate or dissolve, or file
any petition under any applicable bankruptcy or insolvency law;


 


(vi)          purchase, acquire or otherwise obtain
securities, assets or the business of any Person, or sell, lease, transfer or otherwise
dispose of any assets, in any transaction or series of related transactions
involving in excess of $50,000,000 (including by reorganization, merger,
consolidation, amalgamation or other similar transaction), other than in the
ordinary course of business or in connection with a Drag-Along Sale pursuant to
Section 2.4 hereof in which CVC has elected to exercise its rights
thereunder;


 


(vii)         approve or amend any annual budget of
such Person (which budget will include capital expenditures) or make any
significant deviation therefrom;


 


(viii)        enter into or modify any transaction
with any CVC Stockholder or OTPP or any of their respective Affiliates or
Permitted Transferees (or any affiliate, employee, officer, director, partner,
member or stockholder thereof), other than pursuant to the Advisory Agreement
as in effect on the date hereof, and payments pursuant to Section 1.1(d)
hereof;


 


(ix)           declare or pay any dividend, redeem
or repurchase any shares of capital stock or make any other distribution of any
nature, other than (A) pro rata dividends, redemptions or
repurchases, or (B) with respect to an Other Stockholder who is
employed by the Company or any of its Subsidiaries, repurchases of shares of
capital stock held by such Other Stockholder in connection with the termination
of such Other Stockholder’s employment with the Company or any of its
Subsidiaries;


 


6

















 


(x)            amend any organizational document in
a manner that would uniquely and adversely affect any of OTPP’s or CVC’s (as
the case may be) rights or privileges thereunder, it being understood that in
the event of an initial Public Offering the foregoing shall not restrict the
issuance of equity securities, including any securities exchangeable for or convertible
into equity securities, the conversion of any Preferred Stock into Common
Stock, stock splits and reverse stock splits (including by way of issuance of
stock dividends) or any other customary amendments or modifications to the
organizational documents of the Company requested by the underwriter in
connection with such offering;


 


(xi)           alter the size or composition of the
board of directors or similar governing body of the Company or any material
Subsidiary (other than pursuant to the exercise of the rights of CVC or OTPP
under Section 1.1 hereof), or establish or alter the size, composition or
powers of any committee of any of the foregoing governing bodies (it being
understood and agreed that the appointment of Paul Blackney to the board of directors
of Worldspan, L.P. has been approved by CVC and OTPP);


 


(xii)          appoint or remove the external
auditors of such Person; or


 


(xiii)         authorize, issue or sell any equity
securities, including any securities exchangeable for or convertible into
equity securities, or permit any Subsidiary of the Company to have outstanding
any equity securities other than equity securities held entirely by the Company
or a wholly-owned Subsidiary of the Company or amend or modify the rights,
preferences, privileges, terms or restrictions of any class or series of
capital stock, or amend the terms of any security convertible into or
exercisable for shares of any class or series of capital stock if such
amendment is related to the exercise price or repurchase of such security, the
number of shares of capital stock to which such security pertains or the
conditions upon which such security or any portion thereof shall become vested,
convertible or exercisable, it being understood that in the event of an initial
Public Offering the foregoing shall not restrict the issuance of equity
securities, including any securities exchangeable for or convertible into
equity securities, the conversion of any Preferred Stock into Common Stock,
stock splits and reverse stock splits (including by way of issuance of stock
dividends) or any other customary amendments or modifications to the
organizational documents of the Company requested by the underwriter in
connection with such offering.


 


(d)           Written Consent Authorized.  OTTP shall receive prior written notice of
any corporate action taken by written consent of the stockholders pursuant to
the certificate of incorporation of the Company.


 


7

















 


Section 1.3             Indemnification of Directors and
Officers.  The by-laws of the
Company and its Subsidiaries shall provide for indemnification of the directors
and officers of the Company and its Subsidiaries to the greatest extent
permitted by applicable law.


 


ARTICLE II

RESTRICTIONS ON TRANSFER


 


Section 2.1             Restrictions on Transfer.


 


(a)           Pre-IPO Restrictions on Transfer.  Prior to an initial Public Offering, no
Stockholder may, without the prior written consent of CVC (but only for so long
as the CVC Stockholders and their Permitted Transferees beneficially own in the
aggregate at least 5% of the outstanding shares of Common Stock) and OTPP (but
only for so long as OTPP and its Permitted Transferees beneficially own in the
aggregate at least 5% of the outstanding shares of Common Stock), Transfer any
Covered Security to any Person except as follows:


 


(i)            any Transfer by a Stockholder to one
or more of his, her or its Permitted Transferees, provided that if any Permitted Transferee ceases to be a
Permitted Transferee of such Stockholder, such Permitted Transferee shall, and
such Stockholder shall cause such Permitted Transferee to, transfer back to
such Stockholder (or to another Permitted Transferee of such Stockholder) any
Covered Security it beneficially owns on the date that such Permitted
Transferee ceases to be a Permitted Transferee of such Stockholder, and, provided,
further, that (A) the aggregate number of shares of
Common Stock and Preferred Stock Transferred by the CVC Stockholders pursuant
to this Section 2.1(a)(i) to non-Affiliate Permitted Transferees shall not
exceed 3.5% of the shares of Common Stock and Preferred Stock, respectively,
beneficially owned by the CVC Stockholders at the Closing, plus any such shares
subsequently acquired by the CVC Stockholders, and (B) the
aggregate number of shares of Common Stock and Preferred Stock Transferred by
OTPP pursuant to this Section 2.1(a)(i) to non-Affiliate Permitted
Transferees shall not exceed 3.5% of the shares of Common Stock and Preferred
Stock, respectively, beneficially owned by OTPP at the Closing, plus any such
shares subsequently acquired by OTPP;


 


(ii)           in the case of any CVC Stockholder or
OTPP or any of their respective Affiliates, (A) any Transfer,
individually or in the aggregate, of up to 10% of the shares of Common Stock
and of up to 10% of the shares of Preferred Stock beneficially owned by the CVC
Stockholders or OTPP, as applicable, at the Closing, plus any such shares
subsequently acquired by the CVC Stockholders or


 


8

















 


OTPP, as applicable, if
necessary due to regulatory limitations on the ownership of such Common Stock
and/or Preferred Stock, (B) subject to compliance with the
tag-along rights provided in Section 2.3, any Transfer at a time when such
Stockholder and its Permitted Transferees beneficially own in the aggregate
less than 15% but more than 10% of the shares of Common Stock beneficially
owned by such Stockholder and its Permitted Transferees at Closing, (C) any
Transfer at a time when such Stockholder and its Permitted Transferees beneficially
own in the aggregate 10% or less of the shares of Common Stock beneficially
owned by such Stockholder and its Permitted Transferees at Closing, (D)
any Transfer to the Company in connection with an offering of shares of Common
Stock or Preferred Stock to employees of the Company and (E) any
Transfer by OTPP (or any of its Affiliates) to a CVC Stockholder (or any of its
Affiliates) or by a CVC Stockholder (or any of its Affiliates) to OTPP (or any
of its Affiliates);


 


(iii)          in the case of any CVC Stockholder or
any of their respective Affiliates, (A) any Transfer in compliance
with the first offer rights provided in Section 2.2 and the tag-along
rights provided in Section 2.3, (B) any Transfer of Covered
Securities to a general or limited partner of any CVC Stockholder (1) 
if required pursuant to the partnership agreement or other similar governing
document of such CVC Stockholder or (2) in connection with a
subsequent Transfer of such Covered Securities to another Person that is not a
CVC Affiliate, which subsequent Transfer is in compliance with Sections 2.1,
2.2, 2.3 and 2.4 (to the extent applicable), (C) subject to
compliance with the first offer rights provided in Section 2.2, any
Transfer in a Drag-Along Sale pursuant to Section 2.4 in which CVC has
elected to exercise its rights thereunder and (D) any Transfer at a
time when OTPP and its Permitted Transferees beneficially own in the aggregate
less than 5% of the shares of Common Stock beneficially owned by OTPP at
Closing;


 


(iv)          in the case of OTPP, any Transfer at a
time when the CVC Stockholders and their Permitted Transferees beneficially own
in the aggregate less than 5% of the shares of Common Stock beneficially owned
by the CVC Stockholders at Closing;


 


(v)           any Transfer as an Accepting Stockholder
pursuant to Section 2.3 (“Tag-Along
Rights”);


 


(vi)          any Transfer by a Stockholder
obligated to sell his, her or its shares of Common Stock and/or Preferred Stock
in a Drag-Along Sale pursuant to Section 2.4;


 


(vii)         subject to compliance with the first
offer rights provided in Section 2.2 and, in the case of any CVC
Stockholder or OTPP or any of their


 


9

















 


respective Affiliates,
the tag-along rights provided in Section 2.3, any Transfer after the fifth
anniversary of the Closing; or


 


(viii)        any Transfer to the Company, CVC or OTPP
by an Other Stockholder in connection with the termination of such Other
Stockholder’s employment with the Company or any of its Subsidiaries.


 


(b)           Post-IPO Restrictions on Transfer.  In connection with or after an initial
Public Offering, no Stockholder may, without the prior written consent of CVC
(but only for so long as the CVC Stockholders and their Permitted Transferees
beneficially own in the aggregate at least 5% of the outstanding shares of
Common Stock) and OTPP (but only for so long as OTPP and its Permitted
Transferees beneficially own in the aggregate at least 5% of the outstanding
shares of Common Stock), Transfer any Covered Security to any Person except as
follows:


 


(i)            any Transfer by a Stockholder to one
or more of his, her or its Permitted Transferees, provided that if any Permitted Transferee ceases to be a
Permitted Transferee of such Stockholder, such Permitted Transferee shall, and
such Stockholder shall cause such Permitted Transferee to, transfer back to
such Stockholder (or to another Permitted Transferee of such Stockholder) any
Covered Security it beneficially owns on the date that such Permitted
Transferee ceases to be a Permitted Transferee of such Stockholder, and provided,
further, that (1) the aggregate number of shares of
Common Stock and Preferred Stock transferred by the CVC Stockholders pursuant
to Section 2.1(a)(i) and Section 2.1(b)(i) to non-Affiliate Permitted
Transferees shall not exceed 3.5% of the shares of Common Stock and Preferred
Stock, respectively, beneficially owned by the CVC Stockholders at the Closing,
plus any such shares subsequently acquired by the CVC Stockholders, and (2) the
aggregate number of shares of Common Stock and Preferred Stock transferred by
OTPP pursuant to Section 2.1(a)(i) and/or Section 2.1(b)(i) to
non-Affiliate Permitted Transferees shall not exceed 3.5% of the shares of
Common Stock and Preferred Stock, respectively, beneficially owned by OTPP at
the Closing, plus any such shares subsequently acquired by OTPP;


 


(ii)           in the case of any CVC Stockholder or
OTPP or any of their respective Affiliates, (A) any Transfer,
individually or in the aggregate, of up to 10% of the shares of Common Stock
and of up to 10% of the shares of Preferred Stock beneficially owned by the CVC
Stockholders or OTPP, as applicable, at the Closing, plus any such shares
subsequently acquired by the CVC Stockholders or OTPP, as applicable, if
necessary due to regulatory limitations on the ownership of such Common Stock
and/or Preferred Stock, (B) any Transfer at a time when such
Stockholder and its Permitted Transferees beneficially own in the aggregate


 


10

















 


less than 15% of the
shares of Common Stock beneficially owned by such Stockholder and its Permitted
Transferees at Closing, (C) any Transfer to the Company in connection
with an offering of shares of Common Stock or Preferred Stock to employees of
the Company and (D) any Transfer by OTPP (or any of its Affiliates) to a
CVC Stockholder (or any of its Affiliates) or by a CVC Stockholder (or any of
its Affiliates) to OTPP (or any of its Affiliates);


 


(iii)          in the case of any CVC Stockholder or
any Affiliate of a CVC Stockholder, (A) any Transfer to a general or
limited partner of any CVC Stockholder of Covered Securities (1) if
required pursuant to the partnership agreement or other similar governing
document of such CVC Stockholder, (2) at a time when the CVC
Stockholders and their Permitted Transferees beneficially own in the aggregate
less than 10% of the shares of Common Stock beneficially owned by such
Stockholders at Closing or (3) in connection with a subsequent Transfer of such
Covered Securities to another Person that is not a CVC Affiliate, which
subsequent Transfer is in compliance with Sections 2.1, 2.2, 2.3 and 2.4 (to
the extent applicable), (B) any Transfer in a Drag-Along Sale
pursuant to Section 2.4 in which CVC has elected to exercise its rights
thereunder and (C) any Transfer at a time when OTPP and its
Permitted Transferees beneficially own in the aggregate less than 5% of the
shares of Common Stock beneficially owned by OTPP at Closing;


 


(iv)          in the case of OTPP, any Transfer at a
time when the CVC Stockholders and their Permitted Transferees beneficially own
in the aggregate less than 5% of the shares of Common Stock beneficially owned
by the CVC Stockholders at Closing;


 


(v)           any Transfer pursuant to
Section 1.1, 1.2 or 2 of
the Registration Rights Agreement;


 


(vi)          any Transfer by any Stockholder at a
time when such Stockholder and its Affiliates beneficially own in the aggregate
less than 5% of the outstanding shares of Common Stock;


 


(vii)         any Transfer by a Stockholder obligated
to sell his, her or its shares of Common Stock and/or Preferred Stock in a
Drag-Along Sale pursuant to Section 2.4; or


 


(viii)        any Transfer to the Company, CVC or OTPP
by an Other Stockholder in connection with the termination of such Other
Stockholder’s employment with the Company or any of its Subsidiaries.


 


11

















 


(c)           Notice of Transfers.  Each Stockholder (including, without
limitation, CVC and OTPP) shall give the Company, CVC and OTPP, as applicable,
prompt notice of any proposed Transfer of any Covered Security prior to such
Transfer, describing the circumstances of the proposed Transfer, and in the
case of any Transfer other than in connection with an Exit Event or pursuant to
Section 2.1(b)(v), accompanied by (i) a certificate from the
Stockholder that the Transfer is not a Prohibited Transfer and (ii) if
requested by the Company, a written opinion of legal counsel addressed to the
Company and the transfer agent, if other than the Company, to the effect that
the proposed Transfer of the Covered Security may be effected without
registration under the Securities Act and applicable state securities
laws.  Each certificate evidencing the
Covered Security transferred shall bear the legends set forth (x) in
Section 5.13(A), unless the opinion of counsel referred to above is to the
further effect that such legend is not required in order to establish
compliance with any provision of the Securities Act or applicable state
securities laws, (y) in Section 5.13(B), unless the transferee is
not bound by the terms of this Agreement and (z) in
Section 5.13(C), unless the Company is not then authorized to issue more
than one class of stock or more than one series of any class of stock.  Any Transfer of any Covered Security other
than as permitted by this Agreement shall be void and of no effect.


 


Section 2.2             First Offer Rights.  Prior to an initial Public Offering, in the
event that any CVC Stockholder desires to effect a Transfer permitted pursuant
to Section 2.1(a)(iii)(A) or (C) or any Stockholder desires to effect a Transfer
permitted pursuant to Section 2.1(a)(vii) (each, a “Transferring Stockholder”) of Covered
Securities owned by such Stockholder (the “First Offer Shares”), then the
Transferring Stockholder must first comply with this Section 2.2:


 


(a)           Notice Required.  The Transferring Stockholder shall deliver a
written notice (the “Stockholder Notice”)
of its intention to transfer the First Offer Shares, in accordance with this
Section 2.2, to the Company and to CVC and OTPP, as applicable, provided
that CVC’s and OTPP’s right to receive a Stockholder Notice shall end as of the
time when such Stockholder can no longer designate a director to the Board
under Section 1.1.  As of any time
when CVC and/or OTPP is entitled to make a Major Stockholder First Offer (as
defined below) under this Section 2.2, such Stockholder will be referred
to as a “Major Stockholder.” 
In the event that the Transferring Stockholder is a Stockholder other
than a CVC Stockholder or OTPP or their respective Affiliates, then any
reference in this Section 2.2 to a “Major Stockholder” shall be to CVC and
OTPP collectively and any rights exercised by the Major Stockholder under this
Section 2.2 shall be exercised by CVC and OTPP collectively (it being
understood and agreed that each of CVC and OTPP shall act reasonably in
formulating the collective offer), unless any one of CVC or OTPP elects not to
exercise its rights to make a Major Stockholder First Offer under this
Section 2.2, in which case the other of CVC and OTPP may exercise the rights
of a Major Stockholder under this Section 2.2 individually.


 


12

















 


(b)           First Offer Procedures.  If the Transferring Stockholder is required
to deliver a Stockholder Notice pursuant to this Section 2.2, it shall deliver
such notice to the Company, CVC and OTPP setting forth the number and type of
Covered Securities to be sold and the proposed date of sale (which shall be not
less than 30 days after the date of delivery of the Stockholder Notice).  Prior to the expiration of the 15-day period
following receipt by the Company of the Stockholder Notice, the Company shall
have the right to make an offer (the “Company First Offer”) to purchase all
but not less than all of the First Offer Shares by delivering to the Transferring
Stockholder a written notice of offer setting forth the price and the material
terms at which the Company would be willing to purchase the First Offer
Shares.  If the Company does not elect
to make a Company First Offer for all of the First Offer Shares included in the
Stockholder Notice, the Company shall so notify the applicable Major
Stockholder.  In accordance with the
procedures set forth in this Section 2.2 and for a second successive
period of 15 days, such Major Stockholder shall have the right to make an offer
(the “Major
Stockholder First Offer”) to purchase all but not less than all
of the First Offer Shares by delivering to the Transferring Stockholder a
written notice of offer setting forth the price and the material terms at which
the Major Stockholder would be willing to purchase the First Offer Shares.


 


(c)           No First Offer Made.  Upon expiration of the time periods in
accordance with the procedures set forth above, if the Company does not elect
to make a Company First Offer and if the Major Stockholder does not elect to
make a Major Stockholder First Offer, the Transferring Stockholder may transfer
the First Offer Shares (subject to compliance with Section 2.3) at a price
and on terms acceptable to the Transferring Stockholder for a period of 120
days after the date of the delivery of the Stockholder Notice to the applicable
Major Stockholder, subject to extension for not more than an additional 60 days
to the extent reasonably required to comply with applicable laws in connection
with such sale.  Any such First Offer
Shares not transferred within such 120-day period (or 180-day period, if
applicable) will be subject to the provisions of this Section 2.2 upon
subsequent Transfer.


 


(d)           Acceptance of First Offers.  If either the Company or the Major
Stockholder elects to make a Company First Offer or a Major Stockholder First
Offer, as applicable, the Transferring Stockholder shall have the right to
accept such offer within 15 days of receipt of the applicable offer (and if the
Transferring Stockholder does not accept such offer within such period, such
offer shall be deemed to have been withdrawn by the Company or the Major
Stockholder, as applicable).


 


(e)           Company First Offers.  If the Company elects to make a Company
First Offer and the Transferring Stockholder accepts such offer in accordance
with


 


13

















 


Section 2.2(d), then the closing of the purchase
and sale of the First Offer Shares shall be held at a place and on the date
established by the Transferring Stockholder in its acceptance, which in no
event shall be less than 30 days or more than 90 days from the date of
acceptance of such Company First Offer.


 


(f)            Major Stockholder First Offers.  If the applicable Major Stockholder elects
to make a Major Stockholder First Offer and the Transferring Stockholder
accepts such offer in accordance with Section 2.2(d), then the closing of
the purchase and sale of the First Offer Shares shall be held at a place and on
the date established by the Transferring Stockholder in its acceptance, which
in no event shall be less than 30 days or more than 90 days from the date of
acceptance of such Major Stockholder First Offer.  In the event that the Major Stockholder is CVC and OTPP
collectively pursuant to the final sentence of Section 2.2(a), then CVC
and OTPP shall each purchase their pro rata share of the First Offer Shares
equal to the product of (i) the number of shares constituting the
First Offer Shares multiplied by (ii) a fraction, the numerator of
which is the number of shares of Common Stock then held by such Stockholder and
its Permitted Transferees and the denominator of which is the total number of
shares of Common Stock then held by the CVC Stockholders and OTPP and their
respective Permitted Transferees in the aggregate.


 


(g)           Transferring Stockholder Options.  If either the Company or the Major
Stockholder elects to make a Company First Offer or a Major Stockholder First
Offer, as applicable, during the 120 day period (or 180-day period, if applicable)
immediately following receipt by the Transferring Stockholder of the Company
First Offer or the Major Stockholder First Offer, whichever applicable, the
Transferring Stockholder may, subject to Section 2.3  of this Agreement, (1) transfer
the First Offer Shares to the Company or the applicable Major Stockholder
pursuant to the terms of the Company First Offer or the Major Stockholder First
Offer, as applicable, provided that the Transferring Stockholder shall have
accepted the applicable offer in accordance with Section 2.2(d), (2) transfer
the First Offer Shares to any other Person on terms and conditions more
favorable to the Transferring Stockholder than specified in either the Company
First Offer or the Major Stockholder First Offer or (3) elect not to
transfer the First Offer Shares.  Any
such First Offer Shares not transferred within such 120-day period (or 180-day
period, if applicable) will be subject to the provisions of this
Section 2.2 upon subsequent transfer.


 


(h)           Certain Exceptions.  Notwithstanding anything to the contrary
contained herein, the provisions of this Section 2.2 shall not apply to
any transfer by any CVC Stockholder (or any of its Affiliates) or OTPP (or any
of its Affiliates) at a time when OTPP and its Permitted Transferees, beneficially
own, in the aggregate, less than 15% of the shares of Common Stock beneficially
owned by OTPP at Closing or the CVC


 


14

















 


Stockholders and their Permitted Transferees beneficially own, in the
aggregate, less than 15% of the shares of Common Stock beneficially owned by
the CVC Stockholders at Closing.


 


Section 2.3             Tag-Along Rights.


 


(a)           Tag-Along Procedures.  Without limiting the first offer obligations
in Section 2.2, if, prior to an initial Public Offering, any CVC
Stockholder or OTPP or any of their respective Affiliates (the “Selling
Stockholder”) desires to effect a Transfer permitted pursuant to
Section 2.1(a)(ii)(B), 2.1(a)(iii)(A) or 2.1(a)(vii) of any shares of
Common Stock and/or Preferred Stock to a prospective purchaser thereof (the “Potential
Purchaser”), the Selling Stockholder shall promptly give notice
in writing to the Company (a “Sale Notice”) of such proposed sale (a
“Proposed
Sale”) (i) designating the number of shares of
Common Stock and/or Preferred Stock that the Selling Stockholder proposes to
sell (the “Offered Shares”), (ii) naming the Potential
Purchaser and (iii) specifying the price (the “Offer Price”) and
other material terms (the “Offer Terms”) upon which the Selling
Stockholder desires to sell the same. 
The Company shall promptly, and in any event within 10 days of the
Company’s receipt of the Sale Notice, deliver the Sale Notice to each
Stockholder.  During the 15-day period
following receipt of the Sale Notice, each such Stockholder shall have the
right (a “Tag-Along Right”), exercised by delivery of a written
request (a “Sale Request”) to the Selling Stockholder and the Company,
to participate in the Proposed Sale as provided herein.  Notwithstanding the foregoing or anything
else herein to the contrary, the Other Stockholders shall have no right to
participate in the Proposed Sale unless the Selling Stockholder is proposing to
transfer more than 50% of the outstanding shares of Common Stock and/or
Preferred Stock.


 


(b)           Number of Shares to be Included.  The number of shares of Common Stock that
each Stockholder so electing to sell (each such Person, an “Accepting
Stockholder”) will be permitted to include in a Proposed Sale on
a pro rata basis pursuant to a Sale Request will be the product of (i) the
number of shares of Common Stock held by such Accepting Stockholder immediately
prior to the closing of the Proposed Sale multiplied by (ii) a
fraction, the numerator of which is the number of shares of Common Stock
proposed to be purchased by the Potential Purchaser and the denominator of
which is the total number of shares of Common Stock held by the Stockholders
immediately prior to the closing of the Proposed Sale.  If applicable, the number of shares of
Preferred Stock that each Accepting Stockholder will be permitted to include in
a Proposed Sale on a pro rata basis pursuant to a Sale Request will be the
product of (i) the number of shares of Preferred Stock held by such
Accepting Stockholder immediately prior to the closing of the Proposed Sale,
multiplied by (ii) a


 


15

















 


fraction, the numerator of which is the number of shares of Preferred
Stock proposed to be purchased by the Potential Purchaser and the denominator
of which is the total number of shares of Preferred Stock held by the
Stockholders and their Permitted Transferees immediately prior to the closing
of the Proposed Sale.  For the avoidance
of doubt, a Stockholder will only be entitled to participate in a Proposed Sale
of Preferred Stock to the extent such Stockholder beneficially owns Preferred
Stock.


 


(c)           Sale to Third Party Permitted.  If the Tag-Along Right shall not have been
exercised prior to the expiration of the 15-day period, then at any time during
the 120 days following the expiration of the 15-day period, subject to
extension for not more than an additional 60 days to the extent reasonably
required to comply with applicable laws in connection with such sale, the
Selling Stockholder may sell the Offered Shares to the Potential Purchaser on
terms and conditions no more favorable to the Selling Stockholder than those
specified in the Sale Notice.


 


(d)           Terms and Conditions of Sale.  Except as may otherwise be provided herein,
shares of Common Stock and/or Preferred Stock subject to a Sale Request will be
included in a Proposed Sale pursuant hereto and to any agreements with the
Potential Purchaser relating thereto, on the same terms and subject to the same
conditions applicable to the shares of Common Stock and/or Preferred Stock
which the Selling Stockholder proposes to sell in the Proposed Sale.  Such terms and conditions shall include,
without limitation, the sale consideration and the provision of customary
representations, warranties and indemnities, provided,
however, that no Accepting
Stockholder shall be required to indemnify any purchaser in such transaction in
an amount in excess of its pro rata portion of the total number of shares
actually purchased by the Potential Purchaser.


 


(e)           Escrow Option.  Notwithstanding the foregoing requirements
of this Section 2.3 but subject to Section 2.3(f), a Selling
Stockholder may sell shares of Common Stock and/or Preferred Stock at any time
without complying with the requirements of Section 2.3(a) so long as the
Selling Stockholder deposits or causes the Potential Purchaser to deposit into
escrow with an independent third party at the time of sale that amount of the
consideration received in the sale equal to the “Escrow Amount.”  The “Escrow
Amount” shall equal that amount of consideration as all the
Stockholders would have been entitled to receive under this Section 2.3 if
they had the opportunity to participate in the sale on a pro rata basis,
determined as if each Stockholder (1) delivered a Sale Request to the Selling
Stockholder in the time period set forth in Section 2.3(a) and (2)
proposed to include all of its shares of Common Stock and Preferred Stock which
he, she or it would have been entitled to include in the sale.


 


16

















 


No
later than 10 days after the date of the sale, the Selling Stockholder shall
notify the Company in writing of the proposed sale (the “Escrow Notice”).  Such notice shall set forth the information
required in the Notice of Offer, and in addition, such notice shall state the
name of the escrow agent and the account number of the escrow account.  The Company shall promptly, and in any event
within 10 days, deliver or cause to be delivered the Escrow Notice to each of
the Stockholders.  A Stockholder may
exercise a Tag-Along Right pursuant to this Section 2.3(e) by delivery to
the Selling Stockholder, within 15 days of receipt of the Escrow Notice, of (i)
a written notice specifying the number of shares of Common Stock and/or
Preferred Stock it proposes to sell, (ii) the certificates representing
such securities, with transfer powers duly endorsed in blank and (iii) any
documents that are required pursuant to Section 2.3(d) to ensure that such
Stockholder is selling his, her or its shares on the same terms and conditions
as the Selling Stockholder.


 


Promptly
after the expiration of the 15th day after the Company has delivered
or caused to be delivered the Escrow Notice, (A) the Selling Stockholder
shall purchase or cause the Potential Purchaser to purchase that number of
shares of Common Stock and/or Preferred Stock as the Selling Stockholder would
have been required to include in the sale had the Selling Stockholder complied
with the provisions of Section 2.3(a), (B) the Selling Stockholder
shall cause to be released from the escrow to each Stockholder from whom the
Selling Stockholder purchases shares of Common Stock and/or Preferred Stock
pursuant to this Section 2.3(e) the applicable amount of consideration due
to each Stockholder and (C) all remaining funds and other consideration held in
escrow shall be released to the Selling Stockholder.


 


(f)            Escrow Option Limitations.  Notwithstanding anything to the contrary
herein, the escrow option provided in Section 2.3(e) shall not be
available to the Selling Stockholder with respect to CVC, OTPP or any of their
respective Affiliates and nothing contained in Section 2.3(e) shall in any
way affect or limit the rights of such Stockholders under Sections 2.3(a)-(d).


 


Section 2.4             Drag-Along Rights.


 


(a)           Drag-Along Notice.  Subject to the last sentence of
Section 2.4(b) and CVC complying with its first offer obligations in
Section 2.2, if CVC intends to effect a merger, consolidation, sale of all
or substantially all of the assets of the Company and its Subsidiaries taken as
a whole or sale of more than 50% of the outstanding shares of Common Stock
and/or 50% of the outstanding shares of Preferred Stock (a “Drag-Along
Sale”), to an unrelated third party that is not a Permitted
Transferee or an Affiliate of any CVC Stockholder (a “Drag-Along Buyer”),
and CVC elects to exercise its rights under this Section 2.4, CVC shall
deliver written notice (a “Drag-Along Notice”) to the


 


17

















 


Company and the other Stockholders, which notice shall (i) state
(x) that CVC wishes to exercise its rights under this
Section 2.4 with respect to such transfer, (y) the name and
address of the Drag-Along Buyer, and (z) (1) the number
of shares of Common Stock and/or Preferred Stock that CVC proposes to transfer
in such transaction and (2) the per share amount and form of
consideration CVC proposes to receive for its shares of Common Stock and/or
Preferred Stock, and (ii) state the anticipated time and place of the
closing of such transfer (a “Drag-Along Closing”), which (subject to
such terms and conditions) shall occur not fewer than 30 days nor more than 120
days after the date such Drag-Along Notice is delivered, provided that if such
Drag-Along Sale is subject to regulatory approval, such 120-day period shall be
extended until the expiration of 5 business days after all such approvals have
been received, but in no event later than 180 days after such Drag-Along Notice
is delivered, and provided, further, that if such Drag-Along Closing shall not
occur prior to the expiration of such 120-day period (or 180-day period, if
applicable), CVC shall be entitled to deliver another Drag-Along Notice with
respect to such Drag-Along Sale.


 


(b)           Conditions to Drag-Along.  Upon delivery of a Drag-Along Notice, each
Stockholder, notwithstanding the restrictions on transfer contained in
Section 2.1 hereof, shall have the obligation to consent to, vote for,
raise no objections against and waive dissenters and appraisal rights (if any)
with respect to the Drag-Along Sale and, if applicable, transfer (i) such
number of its shares of Common Stock pursuant to the Drag-Along Sale equal to
the product of (A) the number of shares of Common Stock held by
such Stockholder immediately prior to the Drag-Along Closing multiplied by (B) a
fraction, the numerator of which is the number of shares of Common Stock
proposed to be transferred to or purchased by the Drag-Along Buyer and the
denominator of which is the total number of shares of Common Stock held by all
Stockholders immediately prior to the Drag-Along Closing, and, if applicable, (ii) such
number of its shares of Preferred Stock pursuant to the Drag-Along Sale equal
to the product of (A) the number of shares of Preferred Stock held
by such Stockholder immediately prior to the Drag-Along Closing multiplied by (B) a
fraction, the numerator of which is the number of shares of Preferred Stock
proposed to be transferred to or purchased by the Drag-Along Buyer and the
denominator of which is the total number of shares of Preferred Stock held by
all Stockholders immediately prior to the Drag-Along Closing, provided,
in each case,  that (i) CVC transfers all of its shares of
Common Stock and/or Preferred Stock covered by the Drag-Along Notice to the
Drag-Along Buyer at the Drag-Along Closing and (ii) such shares of
Common Stock and/or Preferred Stock held by CVC and the other Stockholders
immediately prior to the Drag-Along Closing are sold to the Drag-Along Buyer at
the same price, and on the same terms and conditions.  Such terms and conditions shall include, without limitation, the
sale consideration and the provision of customary representations, warranties
and indemnities, provided, however, that no Stockholder which is
obligated to Transfer its shares under this Section 2.4 shall be required
to indemnify any purchaser in such transaction in an amount in excess of its
pro rata


 


18

















 


portion.  Notwithstanding
anything in this Section 2.4 to the contrary, CVC will only have the right
to effectuate a Drag-Along Sale if the form of consideration to be received by
each Stockholder in connection with the Drag-Along Sale shall be comprised of (i) at
least 80% cash or Marketable Securities in the case of a sale of 100% of the
outstanding shares of Common Stock and/or Preferred Stock or in the case of a
merger, consolidation or sale of all or substantially all of the assets of the
Company and its Subsidiaries taken as a whole, (ii) at least 85%
cash or Marketable Securities in the case of a sale of between 75% and 99.9% of
the outstanding shares of Common Stock and/or Preferred Stock, and (iii) 100%
cash or Marketable Securities in the case of a sale of less than 75% of the
outstanding shares of Common Stock and Preferred Stock.


 


ARTICLE III

COVENANTS OF THE COMPANY


 


Section 3.1             Preemptive Rights.


 


(a)           Grant of Preemptive Rights.  Upon the terms and subject to the conditions
set forth in this Section 3.1, the Company hereby grants to each Qualified
Stockholder (as defined below) a preemptive right with respect to future sales
by the Company of its shares of, or securities convertible into or exchangeable
for any shares of, any class of its capital stock (collectively, the “Shares”).  In consideration of the rights granted in
this Section 3.1, each Stockholder hereby covenants and agrees to vote its
shares of the Company’s capital stock in favor of any amendment or modification
to the Company’s certificate of incorporation that is required in order to
issue any Shares in compliance with this Section 3.1.  A “Qualified Stockholder” is either of CVC
or OTPP so long as such Stockholder and its Permitted Transferees beneficially
own in the aggregate 5% or more of the outstanding shares of Common Stock at
the time of the sale of Shares contemplated under this Section 3.1.


 


(b)           Procedures.  Prior to a Public Offering, each time the
Company proposes to issue and sell any Shares, the Company shall first make an
offering of such Shares to each Qualified Stockholder in accordance with the
following provisions:


 


(i)            The Company shall deliver a notice
by certified mail (a “Preemptive Right Notice”) to the
Qualified Stockholders stating (A) its bona fide intention to offer
such Shares, (B) the number of such Shares to be offered and (C) the
price and material terms, if any, upon which it proposes to offer such Shares.


 


19

















 


(ii)           Within 15 days after delivery of the
Preemptive Right Notice, each Qualified Stockholder may elect to purchase or
obtain, at the price and on the terms specified in the Preemptive Right Notice,
up to that portion of such Shares that equals the proportion that the number of
shares of Common Stock issued and held by such Qualified Stockholder bears to
the total number of shares of Common Stock then issued and outstanding by
delivering written notice to the Company identifying the number of Shares to be
purchased by such Qualified Stockholder. 
Any notice delivered by a Qualified Stockholder to the Company under
this section shall constitute a binding agreement of such Qualified
Stockholder to purchase, at the price and on the terms specified in the
Preemptive Right Notice, the number of Shares specified in such Qualified
Stockholder’s written notice.  The
Company shall promptly, in writing, inform each Stockholder that purchases all
the shares available to it (each, a “Fully
Exercising Stockholder”) of any other Stockholder’s failure to
do likewise.  During the 15-day period
commencing after the receipt of such information, each Fully Exercising
Stockholder shall be entitled to obtain that portion of the Shares not
subscribed for by the Stockholders that is equal to the proportion that the
number of shares of Common Stock issued and held by such Fully Exercising
Stockholder bears to the total number of shares of Common Stock then
outstanding.


 


(iii)          The Company may, during the 120-day
period following the expiration of the period provided in subparagraph (b)(ii)
above, offer the remaining unsubscribed portion of the Shares, if any, to any
Person or Persons at a price not less than, and upon terms not materially more
favorable to the offeree, than those specified in the Preemptive Right
Notice.  If the Company does not enter
into an agreement for the sale of the Shares within such period, or if such
agreement is not consummated within 90 days of the execution thereof, the right
provided hereunder shall be deemed to be revived and such Shares shall not be
offered unless first reoffered to the Qualified Stockholders in accordance
herewith.


 


(c)           Certain Exceptions.  The preemptive rights set forth in this
Section 3.1 shall not apply to Shares issued or issuable:  (A) to officers, directors or
employees of the Company or any Subsidiary pursuant to stock option plans or
other equity incentive compensation plans or arrangements, on terms approved by
the Board; (B) to financing sources of the Company on terms
approved by the Board; (C) in connection with strategic investments
or corporate partnering transactions with Persons that are not Affiliates of
CVC or OTPP, on terms approved by the Board; (D) as a ratable
dividend or distribution on Common Stock or any other class of capital stock of
the Company then outstanding, or in connection with any ratable stock splits,
reclassifications, recapitalizations, consolidations or similar events
affecting the Common Stock or in any transaction in respect of a security that
is available to all holders of such security on a pro rata basis;


 


20

















 


(E) in connection with a business acquisition of or by the
Company, whether by merger, consolidation, sale of assets, sale or exchange of
capital stock or otherwise, to the extent that capital stock of the Company is
issued as consideration in such transaction, on terms approved by the Board; (F) in
connection with or after an initial Public Offering; (G) to
landlords, financial institutions or lessors in connection with commercial
credit arrangements, commercial property transactions, leases, equipment
financings or similar transactions, in each case in the ordinary course of
business, on terms approved by the Board; (H) in connection with private
offerings of equity securities in connection with venture capital financings by
the Company; (I) upon conversion or exchange of any class or series
of securities convertible into, or exchangeable for, shares of Common Stock,
which securities were issued in compliance with the provisions of this
Section 3.1; or (J) for consideration other than cash on terms
approved by the Board.  In addition to
the foregoing, the preemptive rights set forth in this Section 3.1 shall
not be applicable to any Stockholder if, at the time of such subsequent
securities issuance, such Stockholder is not an “accredited investor,” as that
term is then defined in Rule 501(a) under the Securities Act or applicable
state securities laws.


 


Section 3.2             Reports; Inspections;
Confidentiality.


 


(a)           The Company shall furnish (including
by electronic transmission or other electronic means) to any Qualified
Stockholder that is not a Competitor the following reports:


 


(i)            Monthly Statements.  As soon as available, but no later than
30 days after the end of each monthly accounting period, an unaudited
consolidated financial report of the Company and its Subsidiaries in the form
provided to the Company’s senior management which shall include:  (A) a profit and loss statement
for such monthly accounting period, together with a cumulative profit and loss
statement from the first day of the current year to the last day of such
monthly accounting period; (B) a balance sheet as at the last day
of such monthly accounting period; (C) a cash flow analysis for
such monthly accounting period on a cumulative basis for the fiscal year to
date; and (D) to the extent otherwise prepared, (x) a
comparison between the actual figures for such monthly accounting period and
the comparable figures within the annual budget for such period and (y) a
comparison between the current figures and the figures from the prior year for
such monthly accounting period, with, in each case, an explanation of any
material differences.


 


(ii)           Quarterly Reports.  As soon as available, but not later than 45
days after the end of each quarterly accounting period (other than the last
quarterly period of each fiscal year), (A) an unaudited
consolidated financial report of the Company and its Subsidiaries including,
with respect to such quarterly accounting


 


21

















 


period, the statement
referred to in clauses (A) through (C) of the preceding subsection, and (B) a
report by management of the Company of the operating and financial highlights
of the Company and its Subsidiaries for the three prior monthly accounting
periods, which shall include a comparison between (x) the actual
figures for such monthly accounting period and the comparable figures within
the annual budget for such period and (y) a comparison between the
current figures and the figures from the prior year for such monthly accounting
period, with, in each case, an explanation of any material differences.


 


(iii)          Annual Audit.  As soon as available, but not later than 90
days after the end of each fiscal year of the Company, audited consolidated
financial statements of the Company and its Subsidiaries, which shall include a
statement of cash flows and statement of operations for such fiscal year and a
balance sheet as of the last day thereof and accompanied by the report of a
firm of independent certified public accountants of recognized standing
selected by the Board.  The Company and
its Subsidiaries shall maintain a system of accounting sufficient to enable its
independent certified public accountants to render the report referred to in
this clause.


 


(iv)          Budget.  Within 30 days prior to the end of each
fiscal year of the Company, an annual updated consolidated long-range business
and strategic budget and plan, which shall include capital expenditures, cash
flow and other financial projections (setting forth in detail the assumptions
therefor) for the Company and its Subsidiaries for the immediately following
fiscal year of the Company, in each case approved by the Board.


 


(v)           Accounting Reports.  Promptly upon becoming available, copies of
all reports prepared for or delivered to the management of the Company by its
outside accountants in connection with each annual, interim or special audit of
the Company’s financial statements made by such accountant.


 


(vi)          SEC Filings.  Promptly following their filing, copies of
any periodic reports, current reports on 8-K (or any successor form),
registration statements and prospectuses filed by the Company or any of its
Subsidiaries with the SEC.


 


(vii)         Miscellaneous.  Promptly, from time to time, such other
information (in writing if so requested) regarding the assets and properties
and operations, business affairs and financial condition of the Company as any
Qualified Stockholder may reasonably request.


 


22

















 


(b)           GAAP Reporting.  The financial statements and reports
delivered under this subsection shall fairly present in all material
respects the financial position and results of operations of the Company at the
date thereof and for the periods then ended and shall have been prepared in
accordance with GAAP, in the case of unaudited financial statements, subject to
normal year-end audit adjustments and the absence of footnotes.


 


(c)           Substitute Information.  Notwithstanding the provisions of Sections
3.2(a)(i)-(vi), to the extent that the Company provides information to its
senior credit lenders or files information with the Securities and Exchange
Commission which is similar in nature, in all material respects, to the
information required to be delivered by the Company to the Qualified
Stockholders under Sections 3.2(a)(i)-(vi), the Company may deliver such other
information to the Qualified Stockholders in lieu of its obligation to provide
the applicable similar information under Sections 3.2(a)(i)-(vi).


 


(d)           Access.  The Company and its Subsidiaries shall
afford to any Qualified Stockholder and its employees, counsel and other
authorized representatives, during normal business hours, access, upon
reasonable advance notice, to all of the books, records and properties of the
Company or its Subsidiaries, as applicable, and to make copies of such records
and permit such Persons to discuss all aspects of the Company or its
Subsidiaries, as applicable, with any officers, employees or accountants of the
Company, and the Company and its Subsidiaries shall provide to any Qualified
Stockholder responses to all reasonable written requests from a Qualified
Stockholder for information relating to the Company, its Subsidiaries and their
respective operations; provided, however, that such
investigation and preparation of responses shall not unreasonably interfere
with the operations of the Company or its Subsidiaries, as applicable.  The Company and its Subsidiaries will
instruct their independent public accountants to discuss such aspects of the
financial condition of the Company or its Subsidiaries, as applicable, with any
Qualified Stockholder and its representatives as such Person may reasonably
request, and to permit such Qualified Stockholder and its representatives to
inspect, copy and make extracts from such financial statements, analyses, work
papers and other documents and information (including electronically stored
documents and information) prepared by such accountants with respect to the
Company or its Subsidiaries, as applicable, as such Qualified Stockholder may
reasonably request, subject to such Qualified Stockholder executing any access
agreements required by the Company’s accountants.  All costs and expenses incurred by any Qualified Stockholder and
its representatives in connection with exercising such rights of access shall
be borne by such Persons, and all out-of-pocket costs and expenses incurred by
the Company or its Subsidiaries, as applicable, in complying with any requests
by any Qualified Stockholder and its representatives in connection with
exercising such access rights shall be borne by such Qualified Stockholder.


 


23

















 


(e)           Confidentiality.  Each Stockholder shall maintain the
confidentiality of, and not disclose to any other Person, any confidential and
proprietary information of the Company or its Subsidiaries obtained by such
Stockholder; provided, however, that the foregoing shall in no
way limit or otherwise restrict the ability of such Stockholder or its
authorized representatives to disclose such information concerning the Company
and its Subsidiaries which it may be required to disclose (i) to its
pensioners, partners or limited partners to the extent required to satisfy its
fiduciary obligations to such Persons, or (ii) otherwise pursuant
to or as required by applicable law.


 


ARTICLE IV

DEFINITIONS


 


Section 4.1             Certain Terms.  Whenever used in this Agreement, the
following terms shall have the respective meanings given to them below or in
the Sections indicated below:


 


Advisory Agreement:  the Advisory Agreement, dated as of the date
hereof, among CVC Management LLC and the Company.


 


Affiliate:  means


 


(i)            in the case of any CVC Stockholder
and its Permitted Transferees, Citigroup Venture Capital Ltd. and any fund or
co-investment partnership which has the same ultimate general partner as the
CVC Stockholders (each, a “CVC Affiliate”).


 


(ii)           in the case of OTPP and its Permitted
Transferees, any Subsidiary of OTPP (each, an “OTPP Affiliate”); and


 


(iii)          in the case of any other Person, a
Person that directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the first
Person.  “Control” (including the terms
“controlled by” and “under common control with”) means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
policies of a Person, whether through the ownership of voting securities, by
contract or credit arrangement, as trustee or executor, or otherwise.


 


Business Day:  any day other than a Saturday, Sunday or
other day on which the commercial banks in New York City are authorized or
required to close.


 


24

















 


Closing:  the closing of the transactions contemplated by the Purchase
Agreement.


 


Common Stock:  the Class A Common Stock of the Company, the
Class B Common Stock of the Company and the Class C Common Stock of the
Company, each with a par value of $.01.


 


Competitor:  any Person who owns or controls any business
or organization in any part of the United States or any other jurisdiction in
which the Company sells products or provides services, which, directly or
indirectly, Competes (as hereinafter defined) with the Company.  A business or organization shall be deemed
to “Compete” with the Company if such business or organization, in the
reasonable opinion of the Board, competes in a significant manner with the
business of the Company as it is conducted as of the Closing Date or at any
time while this Agreement is in effect.


 


Covered Security:  all of the shares of Common Stock, Preferred
Stock or other equity interest in the Company, and any other security, option,
warrant or other right that does or may allow the holder thereof to receive
Common Stock or Preferred Stock or other equity interest, owned from time to
time by any of the Stockholders.


 


Credit Agreement:  the Credit Agreement, dated as of the date
hereof, among the Company, WS Holdings LLC, Worldspan, L.P., the several
lenders from time to time party thereto, Lehman Brothers Inc., Deutsche Bank
Securities Inc., JPMorgan Chase Bank, Citicorp North America, Inc., and Lehman
Commercial Paper Inc.,  as amended and in effect from time to
time.


 


CVC Representative:  a member of the Board nominated by CVC
pursuant to Section 1.1 who is a partner, managing director, employee, officer
or director of CVC Ltd., any CVC Stockholder or any Affiliate of CVC Ltd. or
any CVC Stockholder.


 


Employment Agreements:  the employment agreements entered into by
the Company and certain Stockholder employees from time to time, as the same
may be amended.


 


Family Member:  (i) with respect to any
Stockholder who is a natural person, (a) a spouse, sibling or any
lineal ancestor or descendant (whether natural or adopted), (b) a
trust or trusts of which such family members are the sole


 


25

















 


beneficiaries or charitable remainder trusts in which
such family members have an interest or (c) a corporation,
partnership or limited liability company in which such family members are the
only stockholders, partners or members, as the case may be, and (ii) with
respect to any Stockholder that is a trust, (a) any grantor and/or
beneficiary of such trust, and/or a spouse or any lineal ancestor or descendant
of any grantor and/or beneficiary of such trust, (b) a trust or
trusts of which any one or more of such family members are the sole
beneficiaries, and/or one or more charitable remainder trusts in which any one
or more of such family members have an interest, or (c) a
corporation, partnership or limited liability company in which any one or more
of such family members are the only stockholders, partners or members, as the
case may be.


 


GAAP:  generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board (or any successor authority) that are
applicable as of the date of determination, consistently applied.


 


Indebtedness:  with respect to any Person, at any date,
without duplication, (i) all obligations of such Person for
borrowed money, including, without limitation, all principal, interest,
premiums, fees, expenses, overdrafts and penalties with respect thereto, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) all obligations of such Person to pay
the deferred purchase price of property or services, (iv) all
obligations of such Person to reimburse any bank or other Person in respect of
amounts paid under a letter of credit or similar instrument, (v) all
obligations of such Person as lessee which are required to be capitalized in
accordance with GAAP and (vi) all Indebtedness of any other Person
of the type referred to in clauses (i) to (v) above directly or indirectly
guaranteed by such Person or secured by any assets of such Person; except that
trade payables incurred in the ordinary course of business shall not be
Indebtedness.


 


Marketable Securities:  shares of capital stock (or American
Depository Receipts on American Depository Shares) of a corporation which (i) are listed
for trading on the Toronto Stock Exchange, the New York Stock Exchange, the
American Stock Exchange or the Nasdaq National Market, and (ii) are
not subject to any transfer restrictions, other than any restrictions under
Rule 145 of the Securities Act or any successor rule.


 


26

















 


Option Agreements:  the Option Agreements, dated as of the date
hereof, between the Company and each of the Other Stockholders, as the same may
be amended from time to time.


 


OTPP Representative:  a member of the Board nominated by OTPP
pursuant to Section 1.1 who is a partner, managing director, employee,
officer or director of OTPP or any Affiliate of OTPP.


 


Permitted Transferee:  means


 


(i)            in
the case of any CVC Stockholder and its Permitted Transferees, (A) Citigroup
or any CVC Affiliate, (B) any managing director, general partner,
director, officer or employee of Citigroup or any CVC Affiliate or any Family
Member of any of the foregoing (“CVC
Associates”) and (C) any trust, the beneficiaries of
which, any charitable trust, the grantor of which, or any corporation, limited
liability company partnership or other entity, the stockholders, members,
general or limited partners or other equity holders of which include only CVC
Stockholders, CVC Affiliates or CVC Associates;


 


(ii)           in
the case of OTPP and its Permitted Transferees, (A) OTPP or any OTPP
Affiliate, (B) any managing director, general partner, director,
officer or employee of OTPP or any Family Member of OTPP or any OTPP Affiliate
(“OTPP Associates”) and (C) any
trust, the beneficiaries of which, any charitable trust, the grantor of which,
or any corporation, limited liability company partnership or other entity, the
stockholders, members, general or limited partners or other equity holders of
which include only OTPP, OTPP Affiliates or OTPP Associates; and


 


(iii)          in
the case of any Other Stockholder that is or becomes a party to this Agreement
and its Permitted Transferees (other than any CVC Stockholder and OTPP), (A)
any Family Member of such Other Stockholder, (B) the Company in
connection with such Stockholder’s employment with the Company or any
Subsidiary of the Company and (C) any Person by will or the laws of
intestate succession, to an executor, administrator, testamentary trust.


 


Person:  any natural person, firm, partnership, association, corporation,
company, trust, business trust, governmental authority or other entity.


 


Preferred Stock:  the Series A Cumulative Compounding
Preferred Stock, par value $.01, of the Company.


 


Prohibited Transfer:  any transfer of Covered Security to a Person
which (a) may not be effected without registering the transfer
under the Securities Act, as amended, or (b) would require any
securities of the Company to be registered


 


27

















 


under the Securities and Exchange Act of 1934, as
amended (at a time when such securities are not so registered).


 


Public Offering:  any underwritten public offering of Common
Stock pursuant to an effective registration statement under the Securities Act,
(other than pursuant to a registration statement on Form S-4 or Form S-8 or any
similar or successor form or a registration statement registering a public
offering of a combination of debt and equity securities of the Corporation in
which not more than ten percent (10%) of the gross proceeds received from the
sale of such securities is attributed to such equity securities), provided that
the net proceeds of such public offering to the Company equal $50,000,000 or
more.


 


Purchase Agreement:  the Partnership Interest Purchase Agreement,
dated as of March 3, 2003, among the Company, American Airlines, Inc., a
Delaware corporation, Delta Airlines, Inc., a Delaware corporation, NWA Inc., a
Delaware corporation, NewCRS Limited, Inc., a Delaware corporation, and
Worldspan, L.P., a Delaware limited partnership, as the same may be amended
from time to time.


 


Registration Rights Agreement:  the Registration Rights Agreement, dated as
of the date hereof, among the Company, CVC, OTPP and the Other Stockholders, as
the same may be amended from time to time.


 


Securities Act:  the Securities Act of 1933, as amended.


 


Subscription Agreements:  the Subscription Agreements, dated as of the
date hereof, between the Company and each of the CVC Stockholders, OTPP and the
Other Stockholders, as the same may be amended from time to time.


 


Subsidiary:  with respect to any Person, any corporation
or other Person, a majority of the outstanding voting stock or other equity or
similar ownership interests of which is owned, directly or indirectly, by that
Person.


 


Transfer:  any sale, assignment, disposition, encumbrance, pledge or other
transfer, whether directly or indirectly, or any agreement or commitment to do
any of the foregoing.


 


ARTICLE V 

MISCELLANEOUS


 


Section 5.1             Notices.  All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement
shall be in


 


28

















 


writing and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed, certified or registered mail with postage
prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent
by fax, as follows:


 


(i)            if to OTPP, to:


 


Ontario Teachers’ Pension
Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

Fax:  (416) 730-5082

Attention:  Shael Dolman


 


with a copy to:


 


Debevoise & Plimpton

919 Third Avenue

New York, New York  10022

Fax:  (212) 909-6836

Attention:  Margaret A. Davenport


 


(ii)           if to CVC, to:


 


Citigroup Venture Capital
Equity 
   Partners, L.P.

399 Park Avenue, 14th Floor

New York, New York  10022

Fax:  (212) 888-2940

Attention:  Joseph Silvestri


 


with a copy to:


 


Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania  19103

Fax:  (215) 994-2222

Attention:  Geraldine A. Sinatra


 


(iii)          if to the Company, to:


 


Travel Transaction
Processing Corporation

c/o Citigroup Venture Capital Equity 
   Partners, L.P.

399 Park Avenue, 14th Floor


 


29

















 


New York, New York  10022

Fax:  (212) 888-2940

Attention:  Joseph Silvestri


 


with copies to:


 


Ontario Teachers’ Pension
Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

Fax:  (416) 730-5082

Attention:  Shael Dolman;


 


Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania  19103

Fax:  (215) 994-2222

Attention:  Geraldine A. Sinatra; and


 


Debevoise & Plimpton

919 Third Avenue

New York, New York  10022

Fax:  (212) 909-6836

Attention:  Margaret A. Davenport


 


(iv)          if to any Other
Stockholder, to his, her 

or its address listed on Schedules 1 and 2 hereto;


 


or, in each case, at such other address as may be
specified in writing to the other parties hereto.


 


All
such notices, requests, demands, waivers and other communications shall be
deemed to have been received (w) if by personal delivery on the
same day as such delivery, (x) if by certified or registered mail,
on the seventh business day after the mailing thereof, (y) if by
next-day or overnight mail or delivery, on the day delivered and (z) if
by fax, on the same day as the day on which such fax was sent, provided
that a confirmation of such fax is received.


 


Section 5.2             Governing Law, etc.  (a) 
This Agreement shall be governed in all respects, including as to
validity, interpretation and effect, by the internal laws of the State of
Delaware, without giving effect to the conflict of laws rules thereof to the
extent any such rules would require or permit the application of the laws of
any other jurisdiction.  Each party
hereto hereby irrevocably submits to the jurisdiction of the


 


30

















 


courts of the State of New York and the Federal courts of the United
States of America located in the State, City and County of New York solely in
respect of the interpretation and enforcement of the provisions of this
Agreement and of the documents referred to in this Agreement, and in respect of
the transactions contemplated hereby and thereby.  Each party hereto hereby waives, and agrees not to assert, as a
defense in any action, suit or proceeding for the interpretation or enforcement
hereof or of any such document or in respect of any such transaction, that it
is not subject to such jurisdiction, that such action, suit or proceeding may
not be brought or is not maintainable in such courts, that the venue thereof
may not be appropriate or that this Agreement or any such document may not be
enforced in or by such courts. Each party hereto hereby consents to and grants
any such court jurisdiction over the person of such parties and over the
subject matter of any such dispute and agrees that mailing of process or other
papers in connection with any such action or proceeding in the manner provided
in Section 5.1 or in such other manner as may be permitted by law, shall
be valid and sufficient service thereof.


 


(b)           EACH PARTY ACKNOWLEDGES AND AGREES
THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF
THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (1) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, (2) EACH SUCH PARTY UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (3) EACH SUCH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (4) EACH SUCH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.2(b).  With respect to any such litigation, the out-of-pocket fees and
expenses (including reasonable attorneys’ fees) of the prevailing party shall
be borne by the non-prevailing party upon final resolution of all claims
related to such litigation by a court of competent jurisdiction.


 


Section 5.3             Binding Effect.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, successors and
permitted assigns.


 


31

















 


Section 5.4             Assignment.  Except as otherwise provided in
Section 5.6, neither this Agreement nor any rights hereunder shall be
assignable or otherwise transferable by any party hereto without the prior
written consent of the Company, CVC (but only for so long as the CVC
Stockholders and their Permitted Transferees beneficially own in the aggregate
at least 5% of the outstanding shares of Common Stock) and OTPP (but only for
so long as OTPP and its Permitted Transferees beneficially own at least 5% of
the outstanding shares of Common Stock), and any purported assignment or other
transfer without such consent shall be void and unenforceable.


 


Section 5.5             No Third Party Beneficiaries.  Nothing in this Agreement shall confer any
rights upon any person or entity other than the parties hereto and their
respective heirs, successors and permitted assigns.


 


Section 5.6             Subsequent Stockholders.


 


(a)           Permitted Transferees.  Each of the Stockholders and the Company
hereby agrees that any Person who after the date of this Agreement is
Transferred shares of Common Stock and/or Preferred Stock by any Stockholder
(other than in connection with a public offering of such securities) and who is
a Permitted Transferee of such Stockholder or acquired such shares pursuant to
Section 2.1(a)(ii)(A) or 2.1(a)(iii)(B), shall, as a condition precedent
to the Transfer of such shares to such Person, (i) become a party
to this Agreement by executing a Joinder in the form of Exhibit B attached
hereto and (ii) if such Person is an individual and a resident of a
state with a community or marital property system, (A) cause his or
her spouse to execute a Spousal Waiver in the form of Exhibit A attached hereto
and (B) deliver such Joinder and Spousal Waiver, if applicable, to
the Company at its address specified in Section 5.1 hereof.  Upon such execution and delivery, such
Person shall be a Stockholder for all purposes of this Agreement, with the
rights and obligations of (1) a CVC Stockholder hereunder, if such
Person is an Affiliate of a CVC Stockholder (in which case such Person shall be
deemed to be a CVC Stockholder for all purposes of the Agreement), (2)
OTPP hereunder, if such Person is an Affiliate of OTPP (in which case such
Person shall be deemed to be OTPP for all purposes of the Agreement) and (3)
an Other Stockholder hereunder, if such Person is not an Affiliate of a CVC
Stockholder or OTPP (in which case such Person shall be deemed to be an Other
Stockholder for all purposes of this Agreement), provided, that notwithstanding the assignment hereunder of
any rights to an Affiliate of CVC or OTPP, the parties hereto are entitled for
purposes of this Agreement to deal exclusively with CVC or OTPP, as the case
may be, and provided, further, that
the assignment hereunder of any rights to an Affiliate of any Stockholder shall
be void and of no effect as of the date such Person ceases to be an Affiliate
of such Stockholder.  It is understood
and agreed that the director designation rights of CVC and OTPP under
Section 1.1 may be apportioned among such Stockholder and its Affiliate
transferees, but


 


32

















 


in no event shall such Stockholder together with its Affiliates be
entitled to designate more directors than the number permitted such Stockholder
under Section 1.1.


 


(b)           Non-Permitted Transferees.
Each of the Stockholders and the Company hereby agrees that any Person who
after the date of this Agreement is Transferred shares of Common Stock and/or
Preferred Stock by any Stockholder (other than in connection with a public
offering of such securities) and who is not a Permitted Transferee of such Stockholder
or did not acquire such shares pursuant to Section 2.1(a)(ii) or
2.1(a)(iii)(B), shall be given the opportunity to become a party to this
Agreement by executing a Joinder in the form of Exhibit B attached hereto,
subject to, if such Person is an individual and a resident of a state with a
community or marital property system, (a) causing his or her spouse
to execute a Spousal Waiver in the form of Exhibit A attached hereto and (b) delivering
such Joinder and Spousal Waiver, if applicable, to the Company at its address
specified in Section 5.1 hereof. 
Upon such execution and delivery, such Person shall be a Stockholder for
all purposes of this Agreement, with the rights and obligations of an Other
Stockholder hereunder (in which case such Person shall be deemed to be an Other
Stockholder for all purposes of this Agreement) or, subject to compliance with
Section 5.8, with such other rights and obligations deemed appropriate by
the Board, including at least one CVC Representative and one OTPP Representative
(to the extent that CVC and OTPP then has a right to designate a member to the
Board under Section 1.1).


 


(c)           The Company shall maintain a register
of all parties to this Agreement, which shall be available for review upon the
request of any party hereto.


 


Section 5.7             Termination.  Sections 1.1, 1.2, 2.2, 2.3 and 3.1 of this
Agreement shall terminate upon the consummation of an initial Public
Offering.  Any Stockholder who ceases to
own shares of the Company’s capital stock or any interests therein shall cease
to be a party to, or Person that is subject to, this Agreement and thereafter
shall have no rights and obligations hereunder, provided, however,
that any transfer of Covered Securities not explicitly permitted hereunder
shall not relieve a Stockholder of any of his, her or its obligations
hereunder.


 


Section 5.8             Amendment; Waivers, etc.  This Agreement may not be amended, modified
or supplemented except by a written instrument signed by the Company, CVC (but
only for so long as the CVC Stockholders beneficially own in the aggregate at
least 5% of the outstanding shares of Common Stock), OTPP (but only for so long
as OTPP beneficially owns at least 5% of the outstanding shares of Common
Stock) and (i) to the extent (and only to the extent) any particular
Other Stockholder’s rights hereunder are uniquely and adversely affected by
such amendment, modification or supplement, by such Other Stockholder or (ii) to
the extent (and only to the extent) the interests of the


 


33

















 


Other Stockholders as a group are uniquely and adversely affected by
such amendment, modification or supplement, by two-thirds (based on the number
of shares of Common Stock owned by each Other Stockholder at the time of such
amendment, modification or supplement) of the Other Stockholders; provided,
however,
that the consent of any Other Stockholder, CVC or OTPP shall not be required to
the joinder of those Persons who become parties hereto pursuant to
Section 5.6 hereof.  The Company shall
notify all Other Stockholders promptly after any such amendment, modification
or supplement shall have taken effect. 
For purposes of Section 5.8, each of the CVC Stockholders and OTPP
shall be deemed Other Stockholders at such time and for so long as the CVC
Stockholders and their Affiliates collectively, in the case of CVC, and OTPP
and its Affiliates collectively, in the case of OTPP, beneficially own less
than 5% of the outstanding shares of Common Stock.  No waiver hereunder, shall be valid or binding unless set forth
in writing and duly executed by the party against whom enforcement of the
waiver is sought.  Any such waiver shall
constitute a waiver only with respect to the specific matter described in such writing
and shall in no way impair the rights of the party granting such waiver in any
other respect or at any other time. 
Neither the waiver by any of the parties hereto of a breach of or a
default under any of the provisions of this Agreement, nor the failure by any
of the parties, on one or more occasions, to enforce any of the provisions of
this Agreement or to exercise any right or privilege hereunder, shall be
construed as a waiver of any other breach or default of a similar nature, or as
a waiver of any of such provisions, rights or privileges hereunder.  The rights and remedies herein provided are
cumulative and none is exclusive of any other, or of any rights or remedies
that any party may otherwise have at law or in equity.


 


Section 5.9             Entire Agreement.  This Agreement, the Subscription Agreements,
the Option Agreements, the Employment Agreements, the Certificate of
Incorporation of the Company, the By-Laws of the Company, the Advisory
Agreement, and the Registration Rights Agreement constitute the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof.


 


Section 5.10           Remedies.  Each Stockholder acknowledges that the other
Stockholders and the Company would be irreparably damaged in the event of a
breach or a threatened breach by such Stockholder of any of its obligations
under this Agreement and each Stockholder agrees that, in the event of a breach
or a threatened breach by such 
Stockholder of any such obligation, the other Stockholders and the
Company shall, in addition to any other rights and remedies available to it in
respect of such breach, be entitled to an injunction from a court of competent
jurisdiction (without any requirement to post bond) granting it specific
performance by such Stockholder of its obligations under this Agreement.  In the event that any Stockholder or the
Company shall file suit to enforce the covenants contained in this Agreement
(or obtain any other remedy in respect of any breach thereof), the prevailing
party in the suit shall be entitled to recover, in


 


34

















 


addition to all other damages to which it may be entitled, the costs
incurred by such party in conducting the suit, including reasonable attorney’s
fees and expenses.


 


Section 5.11           Severability.  If any provision, including any phrase,
sentence, clause, section or subsection, of this Agreement is invalid,
inoperative or unenforceable for any reason, such circumstances shall not have
the effect of rendering such provision in question invalid, inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision herein contained invalid, inoperative, or unenforceable to any extent
whatsoever.


 


Section 5.12           Headings; Counterparts.  The headings contained in this Agreement are
for purposes of convenience only and shall not affect the meaning or
interpretation of this Agreement.  This
Agreement may be executed in several counterparts, each of which shall be
deemed an original and all of which shall together constitute one and the same
instrument.


 


Section 5.13           Legends.  A copy of this Agreement shall be filed with
the Secretary of the Company and kept with the records of the Company.  Each certificate representing Covered
Securities that are subject to this Agreement shall be endorsed with a legend
substantially to the following effect:


 


(A)          THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
(EACH, A “TRANSFER”) UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IS RECEIVED IN A FORM
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


(B)           THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET
FORTH IN (I) A STOCKHOLDERS AGREEMENT AND (II) A REGISTRATION RIGHTS
AGREEMENT, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE
COMPANY.  NO TRANSFER OF SUCH SECURITIES
WILL BE MADE ON THE BOOKS OF THE COMPANY, AND SUCH TRANSFER SHALL BE VOIDABLE,
UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTS.


 


35

















 


(C)           THE ISSUER WILL FURNISH
WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF
EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.


 


Section 5.14           Spousal Waivers.  Notwithstanding anything in this Agreement
to the contrary, it is understood and agreed that no Other Stockholder may
transfer any Covered Securities to any Person who is an individual and a
resident of a state with a community or marital property system unless such
Person (a) causes his or her spouse to execute a Spousal Waiver in
the form of Exhibit A attached hereto and (b) delivers such
Spousal Waiver to the Company at its address specified in Section 5.1
hereof.  Any transfer of Covered
Securities by an Other Stockholder in contravention of the requirements of this
Section 5.14 shall be void and of no effect.


 


Section 5.15           Recapitalizations, Exchanges, etc.  Except as otherwise
provided herein, the provisions of this Agreement shall apply to the full
extent set forth herein with respect to (a) the shares of Common
Stock and Preferred Stock and (b) any and all shares of capital
stock of the Company or any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise) which may be issued in
respect of, in exchange for, or in substitution for the shares of Common Stock
or Preferred Stock, by reason of any stock dividend, split, reverse split,
combination, recapitalization, reclassification, merger, consolidation or
otherwise.  All share numbers and
percentages (including any comparison of ownership of a Stockholder as of two given
reference dates) shall be proportionately adjusted to reflect any stock split,
stock dividend or other subdivision or combination effected after the date
hereof.  All share percentages shall be
calculated on a primary basis.  Except
as otherwise provided herein, this Agreement is not intended to confer upon any
person, except for the parties hereto, any rights or remedies hereunder.


 


Section 5.16           Further Assurances.  Each party hereto shall, and shall use all
reasonable efforts to, take or cause to be taken all actions, and do or cause
to be done all other things, reasonably necessary, proper or advisable in order
to give full effect to this Agreement. 
Each party hereto shall negotiate, execute and deliver all reasonably
required documents and do all other acts which may be reasonably requested by
the other parties hereto to implement and carry out the terms and conditions of
this Agreement.  Each party hereto shall
use its commercially reasonable efforts not to take any action or fail to take
any action which would reasonably be expected to frustrate the intent and
purposes of this Agreement.  In
furtherance of the foregoing, each Shareholder agrees to vote or cause to be
voted all shares of capital stock of the Company owned by it or its Affiliates


 


36

















 


in a manner as may be reasonably required to implement and further the
provisions of this Agreement.


 


Section 5.17           CVC Investor.  Each CVC Investor hereby represents that he
or she or it is a Permitted Transferee of the CVC Stockholders.  For
purposes of any calculations of shares of Common Stock or Preferred Stock held
by the CVC Stockholders as of the Closing, all shares issued to the CVC
Investors at the Closing, as set forth on Schedule 1, shall be included.  CVC hereby represents that the shares
of Common Stock and Preferred Stock are being issued to the CVC Investors in
compliance with the 3.5% limitation set forth in Section 2.1(a)(i)(A),
and agrees that such shares will be included for purposes of any subsequent
calculation of 2.1(a)(i)(A).


 


[the
remainder of this page left intentionally blank]


 


37

















 


IN WITNESS
WHEREOF, the parties have duly executed this Agreement as of the date first
above written.


 


 


	
   

  	
  TRAVEL TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  
	
   

  	
   

  	
  Name:

  	
  Rakesh Gangwal

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive

  Officer

  



 


[STOCKHOLDERS
AGREEMENT SIGNATURE PAGE]


 


38

















 


	
   

  	
  ONTARIO TEACHERS’ PENSION PLAN

  BOARD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shael J. Dolman

  
	
   

  	
   

  	
  Name:

  	
  Shael J. Dolman

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  



 


[STOCKHOLDERS
AGREEMENT SIGNATURE PAGE]


 


39

















 


	
   

  	
  CITIGROUP VENTURE CAPITAL EQUITY

  PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CVC PARTNERS LLC, as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citigroup Venture Capital GP Holdings,

  Ltd., as managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph M. Silvestri

  
	
   

  	
   

  	
  Name:

  	
  Joseph M. Silvestri

  
	
   

  	
   

  	
  Title:

  	
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CVC EXECUTIVE FUND LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citigroup Venture Capital GP Holdings,

  Ltd., as managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph M. Silvestri

  
	
   

  	
   

  	
  Name:

  	
  Joseph M. Silvestri

  
	
   

  	
   

  	
  Title:

  	
  Partner

  



 


[STOCKHOLDERS
AGREEMENT SIGNATURE PAGE]


 


40

















 


	
   

  	
  CVC/SSB EMPLOYEE FUND, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CVC PARTNERS LLC, as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citigroup Venture Capital GP Holdings, Ltd., as
  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph M. Silvestri

  
	
   

  	
   

  	
  Name:

  	
  Joseph M. Silvestri

  
	
   

  	
   

  	
  Title:

  	
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COURT SQUARE CAPITAL LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph M. Silvestri

  
	
   

  	
   

  	
  Name:

  	
  Joseph M. Silvestri

  
	
   

  	
   

  	
  Title:

  	
  Partner

  



 


[STOCKHOLDERS
AGREEMENT SIGNATURE PAGE]


 


41

















 


	
   

  	
  OTHER STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Rakesh Gangwal

  
	
   

  	
  Rakesh Gangwal

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ M. Gregory O’Hara

  
	
   

  	
  M. Gregory O’Hara

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dale Messick

  
	
   

  	
  Dale Messick

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Paul J. Blackney

  
	
   

  	
  Paul J. Blackney

  



 


[STOCKHOLDERS
AGREEMENT SIGNATURE PAGE]


 


42

















 


	
   

  	
  CVC INVESTORS

  
	
   

  	
   

  
	
   

  	
  /s/ Michael T. Bradley

  
	
   

  	
  Michael T. Bradley

  
	
   

  	
   

  
	
   

  	
  /s/ Melissa B. Bradley

  
	
   

  	
  Melissa B. Bradley

  
	
   

  	
   

  
	
   

  	
  /s/ Michael T. Bradley

  
	
   

  	
  Michael T. Bradley as custodian for Fiona T. Bradley
  under the Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
   

  	
  /s/ Michael T. Bradley

  
	
   

  	
  Michael T. Bradley as custodian for Sawyer B.
  Bradley under the Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
   

  	
  /s/ Charles E. Corpening

  
	
   

  	
  Flatbush Avenue Investment Partners, LLC

  
	
   

  	
   

  
	
   

  	
  /s/ Michael S. Gollner

  
	
   

  	
  Michael S. Gollner

  
	
   

  	
   

  
	
   

  	
  /s/ Ian D. Highet

  
	
   

  	
  Ian D. Highet

  



 


[STOCKHOLDERS
AGREEMENT SIGNATURE PAGE]


 


43

















 


	
   

  	
  /s/ Max Kushner

  
	
   

  	
  Max Kushner

  
	
   

  	
   

  
	
   

  	
  /s/ Rick Mayberry

  
	
   

  	
  Rick Mayberry

  
	
   

  	
   

  
	
   

  	
  /s/ Diana Mayer

  
	
   

  	
  Diana Mayer

  
	
   

  	
   

  
	
   

  	
  /s/ Harris Newman

  
	
   

  	
  Harris Newman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BG PARTNERS LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Paul C. Schorr, IV

  
	
   

  	
   

  	
  Name:

  	
  Paul C. Schorr, IV

  
	
   

  	
   

  	
  Title:

  	
  General Partner and Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SILVESTRI 2002 TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Carolyn Risoli

  
	
   

  	
   

  	
  Name:

  	
  Carolyn Risoli

  
	
   

  	
   

  	
  Title:

  	
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ David F. Thomas

  
	
   

  	
  David F. Thomas

  



 


[STOCKHOLDERS
AGREEMENT SIGNATURE PAGE]


 


44

















 


	
   

  	
  63BR PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ James A. Urry

  
	
   

  	
   

  	
  Name:

  	
  James A. Urry

  
	
   

  	
   

  	
  Title:

  	
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ABG INVESTMENT MANAGEMENT LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John Weber

  
	
   

  	
   

  	
  Name:

  	
  John Weber

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Marc Weill

  
	
   

  	
  Marc Weill

  
	
   

  	
   

  
	
   

  	
  /s/ Joseph M. Silvestri

  
	
   

  	
  Joseph M. Silvestri

  



 


[STOCKHOLDERS
AGREEMENT SIGNATURE PAGE]


 


45

















 


Schedule 1


 


CVC
INVESTORS


 


	
  Name

  	
   

  	
  Address

  
	
  Michael T. Bradley

  	
   

  	
  c/o Citigroup Venture
  Capital Equity

  Partners, L.P.

  
	
   

  	
   

  	
  399 Park Avenue, 14th
  Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Melissa B. Bradley

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Michael T. Bradley as custodian for Fiona T. Bradley
  under the Uniform Gifts to Minors Act

  	
   

  	
  c/o
  Citigroup Venture Capital Equity

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Michael T. Bradley as custodian for Sawyer B.
  Bradley under the Uniform Gifts to Minors Act

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Flatbush Avenue Investment Partners, LLC

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th Floor

  New York, New York  10022

  



 


46

















 


	
  Michael S. Gollner

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Ian D. Highet

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Max Kushner

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P.

  
	
   

  	
   

  	
  399 Park Avenue, 14th Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Rick Mayberry

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Diana Mayer

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P.

  
	
   

  	
   

  	
  399 Park Avenue, 14th Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Harris Newman

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th Floor

  New York, New York  10022

  



 


47

















 


	
  BG Partners LP

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th
  Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Silvestri 2002 Trust

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P.

  
	
   

  	
   

  	
  399 Park Avenue, 14th
  Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Joseph M. Silvestri

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th
  Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  David F. Thomas

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th
  Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  63BR Partnership

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th
  Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  ABG Investment
  Management LLC

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th
  Floor

  New York, New York  10022

  
	
   

  	
   

  	
   

  
	
  Marc Weill

  	
   

  	
  c/o
  Citigroup Venture Capital Equity 

  Partners, L.P. 

  
	
   

  	
   

  	
  399 Park Avenue, 14th
  Floor

  New York, New York  10022

  



 


48

















 


	
  Total Shares of Common Stock issued to CVC Investors
  at Closing

  	
   

  	
  925,963

  
	
   

  	
   

  	
   

  
	
  Total Shares of Preferred Stock issued to CVC
  Investors at Closing.

  	
   

  	
  3,389,480

  



 


49

















 


Schedule 2


 


MANAGEMENT STOCKHOLDERS


 


	
  Name

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
  Rakesh Gangwal

  	
   

  	
  Worldspan, L.P.

  300 Galleria Parkway, N.W.,

  Atlanta, Georgia 30339

  
	
   

  	
   

  	
   

  
	
  M. Gregory O’Hara

  	
   

  	
  Worldspan, L.P.

  300 Galleria Parkway, N.W.,

  Atlanta, Georgia 30339

  
	
   

  	
   

  	
   

  
	
  Dale Messick

  	
   

  	
  Worldspan, L.P.

  300 Galleria Parkway, N.W.,

  Atlanta, Georgia 30339

  
	
   

  	
   

  	
   

  
	
  Paul J. Blackney

  	
   

  	
  3131 Slaton Drive N.W.,

  Apt. #35

  Atlanta, GA 30305

  



 


50

















 


Exhibit A


 


SPOUSAL WAIVER


 


[INSERT NAME] hereby waives and releases
any and all equitable or legal claims and rights, actual, inchoate or
contingent, which she/he may acquire with respect to the disposition, voting or
control of the shares of Common Stock or Preferred Stock subject to the
Stockholders Agreement of Travel Transaction Processing Corporation, dated as
of June 30, 2003, as the
same shall be amended from time to time, except for rights in respect of the
proceeds of any disposition of such Common Stock or Preferred Stock.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Name:

  



 


51

















 


Exhibit B


 


JOINDER AGREEMENT


 


[DATE]


 


Reference
is made to that certain Stockholders Agreement of Travel Transaction Processing
Corporation (the “Corporation”), dated as of June 30, 2003, a copy
of which is attached hereto (as amended and in effect from time to time, the “Stockholders
Agreement”).


 


The
undersigned signatory, in order to become the owner or holder of shares of any
class of the capital stock of the Corporation, by virtue of the issuance by the
Corporation of shares of capital stock to such signatory and/or the transfer of
shares of capital stock to such signatory, hereby agrees that by the undersigned’s
execution  hereof, the undersigned is a
party to the Stockholders Agreement subject to all of the rights, restrictions,
conditions and obligations applicable to the Stockholders (as that term is
defined in Stockholders Agreement) set forth in the Stockholders
Agreement.  This Joinder Agreement shall
take effect and shall become a part of said Stockholders Agreement as of the
date first written above (or, if earlier, the effective date of the relevant
issuance or transfer of the shares of capital stock to the undersigned).


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (please print
  name of transferee)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  TRAVEL
  TRANSACTION PROCESSING

  CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
								



 


52