exv4w1






Exhibit 4.1




EXECUTION VERSION




SHAREHOLDERS’ AGREEMENT




among



Travelport Worldwide Limited,



Travelport Intermediate Limited,



TDS Investor (Cayman) L.P. and



the other parties named herein



Dated as of October 3, 2011



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 

	1.
	 	EFFECTIVENESS; DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 
	 
	 	1.1               Closing	 	 	2	 
	 
	 	1.2               Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	2.
	 	CORPORATE GOVERNANCE	 	 	2	 
	 
	 	 	 	 	 	 
	 
	 	2.1               Board of Directors	 	 	2	 
	 
	 	2.2               Actions Requiring New Shareholder Approval	 	 	8	 
	 
	 	2.3               Change of Classification	 	 	11	 
	 
	 	2.4               Issuance of New Equity Shares	 	 	11	 
	 
	 	2.5               Further Assurances by Shareholders	 	 	11	 
	 
	 	2.6               Actions in Contravention	 	 	12	 
	 
	 	2.7               Period	 	 	12	 
	 
	 	 	 	 	 	 
	3.
	 	TRANSFER RESTRICTIONS	 	 	12	 
	 
	 	 	 	 	 	 
	 
	 	3.1               General Transfer Restrictions	 	 	12	 
	 
	 	3.2               Prohibited Transfers	 	 	12	 
	 
	 	3.3               Transfers; Lock-up Restrictions	 	 	13	 
	 
	 	3.4               Certain Transferees to Become Parties	 	 	13	 
	 
	 	3.5               Impermissible Transfer	 	 	14	 
	 
	 	3.6               Notice of Transfer	 	 	14	 
	 
	 	3.7               Period	 	 	14	 
	 
	 	 	 	 	 	 
	4.
	 	TAG-ALONG, DRAG-ALONG AND PRE-EMPTIVE RIGHTS; RIGHT OF FIRST OFFER	 	 	14	 
	 
	 	 	 	 	 	 
	 
	 	4.1               Tag Along	 	 	14	 
	 
	 	4.2               Drag Along	 	 	17	 
	 
	 	4.3               Additional Tag Along and Drag Along Provisions	 	 	18	 
	 
	 	4.4               Right of First Offer	 	 	21	 
	 
	 	4.5               Pre-Emptive Right	 	 	22	 
	 
	 	4.6               Period	 	 	23	 
	 
	 	 	 	 	 	 
	5.
	 	COVENANTS	 	 	23	 
	 
	 	 	 	 	 	 
	 
	 	5.1               Information Rights	 	 	23	 
	 
	 	5.2               Confidentiality	 	 	25	 
	 
	 	5.3               Suspension of Information Rights	 	 	26	 
	 
	 	5.4               Travelport Guarantor	 	 	26	 
	 
	 	5.5               Exit Transactions	 	 	26	 
	 
	 	5.6               Additional Issuance.	 	 	27	 
	 
	 	5.7               Additional Covenants of the Parties	 	 	27	 
	 
	 	5.8               Additional Payment	 	 	28	 
	 
	 	5.9               Period	 	 	28	 
	 
	 	5.10               Tax Covenants	 	 	28	 
	 
	 	5.11               Reimbursement of Expenses	 	 	29	 






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	6.
	 	REMEDIES	 	 	29	 
	 
	 	 	 	 	 	 
	 
	 	6.1               Generally	 	 	29	 
	 
	 	 	 	 	 	 
	7.
	 	LEGENDS	 	 	30	 
	 
	 	 	 	 	 	 
	 
	 	7.1               Restrictive Legend	 	 	30	 
	 
	 	7.2               Securities Act Legend	 	 	30	 
	 
	 	7.3               Stop Transfer Instruction	 	 	30	 
	 
	 	7.4               Termination of the Securities Act Legend	 	 	30	 
	 
	 	 	 	 	 	 
	8.
	 	AMENDMENT, TERMINATION, ETC.	 	 	31	 
	 
	 	 	 	 	 	 
	 
	 	8.1               Oral Modifications	 	 	31	 
	 
	 	8.2               Written Modifications	 	 	31	 
	 
	 	8.3               Effect of Termination	 	 	31	 
	 
	 	 	 	 	 	 
	9.
	 	REPRESENTATIONS AND WARRANTIES OF THE NEW SHAREHOLDERS	 	 	31	 
	 
	 	 	 	 	 	 
	 
	 	9.1               Qualified Institutional Buyer	 	 	31	 
	 
	 	9.2               Transfer Restrictions	 	 	32	 
	 
	 	9.3               Information	 	 	32	 
	 
	 	9.4               Legends	 	 	32	 
	 
	 	9.5               No Other Representations	 	 	32	 
	 
	 	9.6               Transferees	 	 	32	 
	 
	 	9.7               Reliance	 	 	32	 
	 
	 	9.8               No Representation	 	 	33	 
	 
	 	9.9               Execution and Delivery	 	 	33	 
	 
	 	9.10               Approval, Consent or Authorization	 	 	33	 
	 
	 	9.11               Valid, Binding and Enforceable	 	 	33	 
	 
	 	 	 	 	 	 
	10.
	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY; REPRESENTATIONS AND WARRANTIES OF THE BLACKSTONE PARTIES	 	 	34	 
	 
	 	 	 	 	 	 
	 
	 	10.1               Representations and Warranties of the Company	 	 	34	 
	 
	 	10.2               Representations and Warranties of the Blackstone Parties	 	 	35	 
	 
	 	 	 	 	 	 
	11.
	 	DEFINITIONS	 	 	36	 
	 
	 	 	 	 	 	 
	 
	 	11.1               Certain Matters of Construction	 	 	36	 
	 
	 	11.2               Definitions	 	 	37	 
	 
	 	 	 	 	 	 
	12.
	 	MISCELLANEOUS	 	 	46	 
	 
	 	 	 	 	 	 
	 
	 	12.1               Survival of Representations; Effect	 	 	46	 
	 
	 	12.2               Notices	 	 	46	 
	 
	 	12.3               Binding Effect, Etc.	 	 	48	 
	 
	 	12.4               Descriptive Heading	 	 	49	 
	 
	 	12.5               Counterparts	 	 	49	 
	 
	 	12.6               Severability	 	 	49	 
	 
	 	12.7               No Third Party Beneficiaries	 	 	49	 






ii









 






	 	 	 	 	 	 	 

	13.
	 	GOVERNING LAW	 	 	49	 
	 
	 	 	 	 	 	 
	 
	 	13.1               Governing Law	 	 	49	 
	 
	 	13.2               Consent to Jurisdiction	 	 	49	 
	 
	 	13.3               WAIVER OF JURY TRIAL	 	 	50	 
	 
	 	13.4               Exercise of Rights and Remedies	 	 	50	 






Exhibit A — Form of Addendum Agreement

Exhibit B — Form of Registration Rights Agreement

Exhibit C — Company’s Memorandum of Association

Exhibit D — Company’s Bye-laws





iii












 





SHAREHOLDERS’ AGREEMENT




OF



TRAVELPORT WORLDWIDE LIMITED



     This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of October 3, 2011 by and
among Travelport Worldwide Limited, a Bermuda exempted company (the “Company”), Travelport
Intermediate Limited, a Bermuda exempted company (“Intermediate”), Travelport Holdings
Limited, Bermuda exempted company (“Travelport Holdings Limited”), Travelport Limited, a
Bermuda exempted company and wholly owned subsidiary of the Company (“Travelport Limited”),
the parties listed under the heading “New Shareholders” on the signature pages hereto (together
with their respective successors and permitted assigns and transferees (other than transferees
pursuant to Section 4.1, Section 4.2 and Section 4.4), the “New Shareholders”), the
Blackstone Funds, TDS Investor (Cayman), L.P., a Cayman island limited partnership (“TDS”)
and others.



RECITALS




     WHEREAS, in connection with the consummation of the restructuring transactions described in
the Restructuring Support Agreement (the “Restructuring”), and concurrently with the
execution and delivery of this Agreement, the Company is issuing to the New Shareholders the number
of common shares with par value US$1.00 per share (“Company Shares”) set forth opposite
each New Shareholder’s name on Schedule I hereto (subject to the terms and conditions set
forth in this Agreement), which in the aggregate represents 40% of the issued and outstanding share
capital of the Company (on a fully diluted basis but excluding the Management Shares) (as such
number may increase or decrease as permitted hereunder from time to time, the “New
Shares”); and



     WHEREAS, in connection with the Restructuring, the Company has reserved for certain members of
management of Travelport Limited and certain of its direct and indirect Subsidiaries, an amount of
Company Shares which will represent no more than 5% of the issued and outstanding share capital of
the Company on the date hereof (“Management Shares”), to be issued pursuant to an equity
incentive plan (the “Company Equity Plan”) to be approved as set forth herein; and



     WHEREAS, as of the date hereof (i) Intermediate and the New Shareholders shall own the Company
Shares set forth opposite each of their names on Schedule I, (ii) the Management Shares set
forth in Schedule 1 have been authorized and may be issued in future in connection with the
equity incentive plan referred to above and (iii) Intermediate and the New Shareholders are the
only equity holders of the Company; and



 









 





     WHEREAS, the parties hereto desire to establish parameters regarding the composition of the
boards of directors of the Company, Travelport Holdings Limited and Travelport Limited, to restrict
the direct and indirect sale, assignment, transfer, encumbrance or other disposition of Company
Shares, to provide for certain additional covenants and to provide for certain rights and
obligations as between themselves in relation to the affairs of the Company and its Subsidiaries as
hereinafter provided.



AGREEMENT




     NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement intending to be bound hereby agree as follows:


1. EFFECTIVENESS; DEFINITIONS.





1.1 Closing. This Agreement shall become effective concurrently with the initial
issuance of the New Shares in connection with the closing of the Restructuring (the
“Closing”).




1.2 Definitions. Certain terms are used in this Agreement as specifically defined
herein. These definitions are set forth or referred to in Section 11 hereof.


2. CORPORATE GOVERNANCE.




     2.1 Board of Directors.




     2.1.1 Size of the Board. As of the Closing, the board of directors of the Company
(“Company Board”) shall consist of up to nine (9) directors (including the initial
New Shareholder Directors), the board of directors of Travelport Holdings Limited
(“Holdings Board”) shall consist of up to nine (9) directors (including the initial
New Shareholder Directors) and the board of directors of Travelport Limited (“Limited
Board”) shall consist of up to nine (9) directors (including the initial New Shareholder
Directors), in each case which number may increase or decrease in accordance with this
Agreement, the respective Bye-Laws of the Company, Travelport Holdings Limited and
Travelport Limited, and applicable law. The size of each of the Company Board, the Holdings
Board and the Limited Board shall not exceed nine (9) directors.




     2.1.2 Designation of Directors.




     (a) Subject to Section 2.1.4, upon the Closing, the Lockup Parties shall be
entitled to designate two (2) directors (such persons designated, each a “New
Shareholder Director” and collectively the “New Shareholder Directors”)
(who shall be as set out in a written notice to the Company signed by the New



2









 






Shareholders holdings a majority of the New Shares, subject to the criteria in
Section 2.1.4 below), and thereafter, the New Shareholders shall be entitled to
continue to designate two (2) directors subject to the terms herein.




     (b) Notwithstanding anything herein to the contrary, in the event that (a) the
Company issues Company Shares in accordance with Section 2.4.1, (b) the New
Shareholders exercise the tag-along rights provided in Section 4.1 or (c) the New
Shareholders Transfer any Company Shares to the First Offer Holder in accordance
with Section 4.4, and, in each case, as a result, the collective percentage of
Outstanding Company Shares beneficially owned by the New Shareholders is reduced
(other than as a result of an issuance in connection with any equity incentive plan
or similar arrangement), the New Shareholders’ right to designate New Shareholder
Directors shall be adjusted as follows:




               (i) so long as the New Shareholders beneficially own, collectively, at least 20% of the
Outstanding Company Shares, the New Shareholders shall be entitled to collectively designate
two (2) New Shareholder Directors;




               (ii) so long as the New Shareholders beneficially own, collectively, at least 10% but
less than 20% of the Outstanding Company Shares, the New Shareholders shall be entitled to
collectively designate one (1) New Shareholder Director; and




               (iii) once the New Shareholders beneficially own, collectively, less than 10% of the
Outstanding Company Shares, the New Shareholders shall cease to have the right to designate
any New Shareholder Directors.




     (c) If at any time the number of directors entitled to be designated pursuant
to this Section 2.1.2 increases or decreases, the Company shall provide written
notice to the New Shareholders. Within ten (10) Business Days of the receipt of
such notice, the New Shareholders holding a majority of New Shares shall, in the
case of increases, provide the Company with the name of the New Shareholder Director
(and any additional information the Company may reasonably request to make the
determinations provided in Section 2.1.4) to be designated to the Company Board,
Holdings Board and Limited Board in accordance with Sections 2.1.4 and 2.1.10.
During the pendency of the election or removal of any New Shareholder Director, the
Company Board, Holdings Board and the Limited Board shall not be restricted in
taking any action provided (i) such action cannot, in the reasonable
judgment of the Company Board, the Holdings Board or the Limited Board, as
applicable, wait until the designated New Shareholder Director is elected or
appointed as a member of the Company Board, the Holdings Board or the Limited Board,
as applicable, (ii) the New Shareholders have failed to designate a replacement
within twenty (20) days of



3









 






the date of any such vacancy or (iii) if the New Shareholders have the right to
designate a second New Shareholder Director, the New Shareholders have failed to
designate such second New Shareholder Director within twenty (20) days of the date
upon which they acquired such right; provided further,
however, the Company Board, Holdings Board and the Limited Board shall not
take any action that require the affirmative vote or approval of at least one New
Shareholder Director pursuant to the terms of this Agreement during the pendency of
the election or removal of any New Shareholder Director except as permitted by
clause (d) immediately below.




     (d) The affirmative vote or approval of a New Shareholder Director required in
Sections 2.2.4 , 2.4, 4.2.2, and elsewhere in this Agreement (the “Director
Approval Requirements”) will be deemed suspended if the New Shareholders (i)
cease to have the right to designate at least one director pursuant to this Section
2.1.2 or (ii) fail to nominate an incoming New Shareholder Director under Section
2.1.9 within forty-five (45) days from the removal or replacement of the most recent
outgoing New Shareholder Director and there is no New Shareholder Director then
seated on the Company Board, Holdings Board or the Limited Board; provided
that (x) the Director Approval Requirements will immediately continue in full force
and effect upon the election of at least one New Shareholder Director and (y) the
Director Approval Requirements shall not be suspended (and none of the Company or
any of its Subsidiaries may take any action to which the Director Approval
Requirements apply) if the failure to nominate an incoming New Shareholder Director
is due to the lack of approval of such director by Intermediate (whether such
approval is reasonably withheld or otherwise).




     2.1.3 Term of Directors; Directors’ Expenses. Subject to Sections 2.1.9 and 2.1.10, each
New Shareholder Director shall serve an initial term of two (2) years on the Company Board,
the Holding Board and the Limited Board, commencing on the date of election or appointment.
Subsequent terms shall be for one (1) year. The Company shall promptly reimburse each New
Shareholder Director (or each New Shareholder to the extent such New Shareholder incurred
such expenses) for any reasonable and documented out-of-pocket expenses incurred in
connection with the performance by such New Shareholder Director of his or her duties as a
director of the Company, Travelport Holdings Limited and Travelport Limited.




     2.1.4 Director Independence; Approval.




     (a) For so long as (i) the Lockup Parties, together with their respective
Affiliates, collectively have voting control of 50% or more of the New Shares then
held by all of the New Shareholders and (ii) each Lockup Party, individually or
together with its Affiliates have voting control of 75% or more of the New Shares
received by it from the Company on the Closing Date, one or both of the New
Shareholder Directors designated by the New Shareholders may, upon the



4









 






mutual agreement of the Majority Shareholder and the New Shareholders holdings
a majority of the New Shares, be any individual affiliated with any Lockup Party;
provided that if any such individual is not so affiliated, then such individual
shall meet the criteria for independence set forth in clause 2.1.4(b) below.




     (b) If the ownership thresholds of the Lockup Parties set forth in clause 2.1.4
(a) above are not met or if the Majority Shareholder and the New Shareholders
holding a majority of the New Shares do not mutually agree on an individual
affiliated with a Lockup Party pursuant to clause 2.1.4(a), then, prior to
nomination and throughout his or her term, each New Shareholder Director (or, in the
case the New Shareholders elect to designate one director, the New Shareholder
Director) must be (i) “independent” under the then effective rules and standards
promulgated by the SEC and the NYSE and (ii) not employed by or an Affiliate of any
holder of the Company PIK Loans. The designation of each New Shareholder Director
shall be subject to the approval of Intermediate, not to be unreasonably withheld or
delayed; provided that if Intermediate withholds approval for two
consecutive proposed directors, Intermediate shall have ten (10) Business Days to
approve any subsequently proposed director for such designation, the approval of
whom may only be withheld on the basis of (a) failing to satisfy the “independent”
criteria above, (b) reasonable concerns that the proposed director is affiliated
with a competitor of the Company or any Subsidiary or any third party known to be in
any material unresolved dispute with the Company or any Subsidiary, (c) reasonable
concerns that the proposed director may be unable to maintain in confidence the
confidential information of the Company such proposed director will receive after
being elected or appointed as a director or (d) an adverse material financial impact
on the Company and its Subsidiaries resulting from the election of such director.
Following such approval, or if Intermediate fails to provide its approval for any
such subsequently proposed director within such ten (10) Business Day period (other
than for the reasons provided in clauses (a), (b), (c) and (d)), the designated
director shall be the New Shareholder Director and shall be nominated for and
elected to each of the Company Board, Holdings Board and Limited Board in accordance
with the applicable nomination and governance procedures and the provisions in this
Section 2.




     2.1.5 Voting of Shareholders. Each Shareholder shall vote or cause to be voted all
Company Shares beneficially owned by such Shareholder, from time to time, and shall take all
other actions reasonably necessary in its capacity as a Shareholder, to ensure that at each
annual or special meeting of Shareholders at which an election of directors is held, or
pursuant to any written consent of Shareholders, the New Shareholder Directors (provided the
other provisions of this Section 2 are met) and any directors designated by Intermediate are
elected to the Company Board.




     2.1.6 Directors of Travelport Holdings Limited and Travelport Limited. The Company, as
the sole shareholder of Travelport Holdings Limited, which in turn is the



5









 






sole shareholder of Travelport Limited, shall, to the extent permitted by applicable law,
take such actions as are reasonably necessary to implement the actions set forth in this
Section 2.1, including without limitation, to (i) elect the New Shareholder Director(s) then
serving on the Company Board to the Holdings Board and the Limited Board, (ii) designate at
least one (1) New Shareholder Director on any committee of the boards, (iii) fill vacancies
of their respective boards and (iv) provide meeting notices for their respective board
members, in each case, under the terms and conditions set forth in this Section 2.




     2.1.7 Committees. The Company Board, Holdings Board and Limited Board, may from time to
time designate one or more committees, each of which shall have such number of members as is
determined from time to time by such board acting in accordance with the applicable
nomination and governance procedures; provided that for so long as the New
Shareholders are entitled to designate one or more New Shareholder Director(s) under Section
2.1, the parties hereto shall cause, to the extent permitted by applicable law, one (1) New
Shareholder Director to be designated to serve as a member of each of such board’s
committees (in the event that there is more than one New Shareholder Director, either of the
New Shareholder Directors may be designated to any board committee); provided that
such New Shareholder Director does not violate any conflict of interest requirements
generally applicable to all directors serving on such committees. To the extent that a New
Shareholder Director is removed from the Company Board pursuant to Section 2.1.9 or 2.1.10,
such New Shareholder Director shall be deemed to have resigned from all committees upon
which such New Shareholder Director is serving and shall be deemed to have resigned from the
Holdings Board and the Limited Board. Any vacancies on the Company Board, Holdings Board or
Limited Board committees created thereby shall be filled in accordance with applicable
nomination and governance procedures of such board.




     2.1.8 Notice; Telephonic and Electronic Attendance and Action by Written Consent.
Meetings of the Company Board, the Holdings Board or the Limited Board requires valid and
adequate notice to each director. Notice of any meeting of the Company Board, Holdings
Board or Limited Board will be deemed given if each New Shareholder Director is given
customary, timely notice reasonably in advance of such board meeting and each New
Shareholder Director was provided (i) a seven-day period in which to schedule a regular
board meeting, (ii) a 48-hour period in which to schedule an emergency board meeting or
(iii) such shorter time if agreed by such director. Telephonic and electronic attendance at
board meetings will be permitted. Any action taken by the Company Board, Holdings Board or
Limited Board by written consent, without a meeting, will require unanimous approval of the
applicable board. Failure to comply with the provisions of this Section 2.1.8 shall
invalidate the proceedings at any such board meeting or action by written consent.




     2.1.9 Removal and Replacement; Vacancies Generally. Subject to Section 2.1.10, Section
42.1(b) and (c) of the Company’s Bye-laws and applicable laws, members of the Board
designated by the New Shareholders may be removed (i) by the affirmative vote or written
consent of New Shareholders holding a majority of the New Shares held by all New
Shareholders then voting on such matter or (ii) by the other members of the



6









 






Board if such individual no longer satisfies the requirements of Section 2.1.4. If, prior
to his or her election to the Board, any person is unable or unwilling to serve as a New
Shareholder Director, then the New Shareholders shall, subject to the other provisions of
this Section 2, be entitled to designate a replacement. If, following election to the Board,
any New Shareholder Director resigns, is removed, or is unable to serve for any reason prior
to the expiration of his or her term as a director, then, subject to the other provisions of
this Section 2, the New Shareholders shall be entitled to designate a replacement upon the
affirmative vote or written consent of New Shareholders holding a majority of the New Shares
held by all New Shareholders then voting on such matter. If the New Shareholders are
entitled to designate a person to fill any directorship and the New Shareholders fail to do
so, then such directorship shall remain vacant until filled by the New Shareholders in
accordance with this Section 2.




     2.1.10 Reduction in the New Shareholders’ Ownership Percentage. To the extent that there
is any reduction in the number of New Shareholder Directors that the New Shareholders are
entitled to designate under Section 2.1.2, then within ten (10) Business Days thereafter,
the Company shall send a written notice to the New Shareholders informing such New
Shareholders of the reduction and within five (5) Business Days of the receipt of such
notice, the New Shareholders holding a majority of the New Shares then held by all New
Shareholders voting in the election of directors shall send to the Secretary of the Company
written notice stating the name of the New Shareholder Director(s) to be removed from the
Company Board, Holdings Board and Limited Board. Upon receipt of such notice by the
Secretary of the Company (or, in the event that the New Shareholders fail to deliver such
notice within ten (10) Business Days after receipt of the notice from the Company, such
selection of a New Shareholder Director(s) shall be made by the Company by lot), such New
Shareholder Director(s) shall be deemed to have resigned from the Company Board, Holdings
Board and Limited Board, and the vacancy or vacancies created thereby (and, thereafter, any
vacancies created in that particular directorship) shall be filled, if at all, in accordance
with applicable nomination and governance procedures of the applicable Board and this
Section 2.




     2.1.11 Approval of the Company Equity Plan and Other Equity Plans. The Company
will present a proposed Company Equity Plan (which, for the avoidance of doubt, may not
provide for issuance of Company Shares or any other equity securities of the Company
representing more than 5% of the issued and outstanding share capital of the Company after
giving effect to the issuance of the New Shares on the date of the Closing and, if and when
any Additional Shares are issued, increased to 5% of the issued and outstanding share
capital of the Company on the date of Closing after giving effect to the issuance of the New
Shares and such Additional Shares) or any other equity incentive or similar plans that
provide for the issuance of equity securities of the Company to the Company Board, which
shall be approved by a majority of the directors on the Company Board and in accordance with
the other requirements set forth in this Section 2.1.11. For so long as the New
Shareholders are entitled to designate two (2) New Shareholder Directors, the Company may
not authorize any amendments or modifications of the Company Equity Plan or any other equity
incentive or similar plans that provide for the issuance of equity securities of the Company
or any of its Subsidiaries without the approval of the Company Board, including the
affirmative vote of at least one (1) New



7









 






Shareholder Director then in office, if any such amendments or modifications or new
plans would provide for issuance of equity securities of more than 5% of the issued and
outstanding share capital of the Company on the date of the Closing after giving effect to
the issuance of the New Shares or, in the case of any Subsidiaries of the Company, for
issuance of any equity securities of such Subsidiary. For so long as the New Shareholders
are entitled to designate only one (1) New Shareholder Director, any authorization of
amendments or modifications of the Company Equity Plan or any other equity incentive or
similar plans that provide for the issuance of equity securities of the Company or any of
its Subsidiaries, including amendments or modifications or new plans providing for the
issuance of equity securities of more than 5% of the issued and outstanding share capital of
the Company on the date of the Closing may be approved by the Company Board, provided that
the affirmative vote of the New Shareholder Director shall be required for any such
authorization during the period from the date of Closing until the second anniversary of the
Closing.



     2.2 Actions Requiring New Shareholder Approval.




     2.2.1 Requisite Shareholder Approval is required for the following actions by the
Company or to the extent specifically provided below, any Subsidiary of the Company (and any
Travelport Entity in the case of Section 2.2.1(a)) after the Closing:




     (a) if the New Shareholders, collectively, then have beneficial ownership of
35% or more of the Outstanding Company Shares, entering into a binding agreement
(whether written or oral) that is not conditioned upon the receipt of the approval
described in this Section 2.2.1(a) for, or effecting, (i) a Change in Control of any
Travelport Entity or (ii) an Initial Public Offering of the Company or Travelport
Holdings Limited;




     (b) entering into any binding agreement (whether written or oral) providing
for, or effecting, any transaction between the Company or any of its Subsidiaries on
the one hand, and any Affiliate of the Company, any Travelport Entity or the
Majority Shareholder Entity on the other hand, which transaction is less favorable
than one reasonably obtainable in a comparable transaction conducted with an
unrelated Person on an arm’s length basis, other than (A) any transaction after the
Closing pursuant to the terms of any agreement to which the Company is a party or is
bound that was entered into prior to the execution of the Restructuring Support
Agreement, by and among Travelport Holdings Limited, the Company, TDS and the
consenting lenders thereto or executed joinder agreement, by the Lockup Parties and
the principal terms of which have been disclosed, at Company’s option, on a
confidential basis to the Lockup Parties (or to their counsel) or publicly
disclosed, prior to the execution of a restructuring support agreement in respect of
the Restructuring; (B) any transaction or series of transactions in which the
Company obtains a letter from a nationally recognized independent financial advisor
stating that such transaction is fair from a financial



8









 






point of view or that the terms of such transaction are not less favorable than
those that would have been obtained in a comparable transaction conducted with an
unrelated Person on an arm’s length basis; (C) any transaction or series of
transactions approved by the majority of the Company Board (including the
affirmative vote of at least one New Shareholder Director); (D) the payment of
reasonable and customary fees to and indemnities provided for the benefit of,
officers, directors, employees or consultants in the ordinary course of business;
(E) equity issuances to, retirements and repurchases of equity from any director,
officer, employee or consultant under the terms of any compensation plan approved by
the Company Board (which plan, if it provides for the issuance of equity securities,
must be approved by the Company Board in accordance with Section 2.1.11); and (F)
payments or loans (or cancellation of loans) to employees or consultants in the
ordinary course of business and entering into employment agreements, severance
arrangements, stock options plans and other similar arrangements with such employees
or consultants in the ordinary course of business which agreements, plans or
arrangements, if they involve executive officers, have been approved by the Company
Board and if entered into, amended or modified after the Closing have been approved
in accordance with Section 2.1.11;




     (c) any action by the Company or any of its Subsidiaries that (i) if taken by a
corporation formed under the General Corporation Law of the State of Delaware, would
require stockholder approval of the Company if it were a Delaware corporation
(unless otherwise agreed in this Agreement), and (ii) would disproportionately and
adversely affect the New Shareholders in their capacity as Shareholders and not
creditors;




     (d) the authorization or issuance of any new equity securities of any
Subsidiary of the Company, unless such new equity securities are issued (i) (other
than to the Majority Shareholder or an Affiliate thereof) for fair market value,
determined in the good faith judgment of the Company Board, (ii) to the existing
immediate parent company of the entity issuing such securities or (iii) in
connection with a management incentive plan approved by the Company Board in
accordance with Section 2.1.11;




     (e) any reclassification of the Company Shares or any other outstanding
securities of the Company that would disproportionately and adversely affect the New
Shareholders in their capacity as Shareholders and not creditors;




     (f) any repurchase, redemption, dividend or distribution in respect of any
Company Shares that is not made on a pro rata basis (excluding any repurchases or
redemptions of Shares upon termination of service with the Company or any net
settlement upon vesting of Shares, in each case in the



9









 






ordinary course of business pursuant to agreements with officers, directors and
employees); and




     (g) any amendment of the organizational documents of the Company or any of its
Subsidiaries in a manner that would have a disproportionate and adverse effect on
the New Shareholders in their capacity as Shareholders and not creditors, or that
would directly or indirectly modify or impair any of the approval rights set forth
herein.




     2.2.2 The approval rights set out in Sections 2.2.1(b) — (g) above will cease to apply
if (x) the New Shareholders, collectively, have beneficial ownership of less than 5% of the
Outstanding Company Shares and (y) either of the Lockup Parties has Transferred any of the
Company Shares received by it from the Company on the Closing Date.




     2.2.3 In the case of clauses (i) and (ii) in the definition of Requisite Shareholder
Approval, the Company shall provide the New Shareholders with proper notice of any meeting
or action by written consent to be taken in connection with such matter in accordance with
the Company’s Bye-laws; provided that if such matter involves material non-public
information, the Company shall provide each New Shareholder the opportunity to acknowledge
and affirm its confidentiality obligations (or decline to make such affirmation and reject
receipt of the material non-public information) within a reasonable period in advance of
such meeting or action by written consent. In each case, New Shareholders shall have at
least 10 Business Days (or fifteen (15) Business Days in the case of clause (ii) in the
definition of Requisite Shareholder Approval) from the date they received the notice of
meeting or equivalent documentation to cast their vote and such vote may be cast by proxy,
email or in writing.




     2.2.4 Notwithstanding anything to the contrary herein, if the Requisite Shareholder
Approval required under Section 2.2.1(a) is not obtained for any such transaction and (i)
the Lockup Parties, together with their respective Affiliates, collectively have voting
control of 50% or less of the New Shares then held by all of the New Shareholders, or (ii)
each Lockup Party, individually or together with its Affiliates, have voting control of less
than 75% of the New Shares received by it from the Company on the Closing Date, then, if




     (a) the Company Board voted to approve such transaction with the affirmative
vote of at least one New Shareholder Director (and no New Shareholder Director
rejects such transaction), the applicable Majority Shareholders or Travelport Entity
may proceed with such transaction provided that (x) the applicable Majority
Shareholders or Travelport Entity shall first give effect to the tag-along rights
described in Section 4.1 to those New Shareholders who approved such transaction,
and (y) the applicable Majority Shareholders or



10









 






Travelport Entity shall not be entitled to exercise their drag-along rights
described in Section 4.2 with respect to such transaction, or




     (b) the Company Board approves such transaction but at least one New
Shareholder Director votes against such transaction, then the applicable Majority
Shareholders or Travelport Entity may proceed with such transaction provided that
(x) the applicable Majority Shareholders or Travelport Entity shall first give
effect to the tag-along rights described in Section 4.1, and (y) the applicable
Majority Shareholders or Travelport Entity shall not be entitled to exercise their
drag-along rights described in Section 4.2 with respect to such transaction.




Any tag-along rights pursuant to Section 4.1 exercised in accordance with Section 2.2.4(a)
or (b) above shall be exercised on the same ballot on which New Shareholders vote in
connection with obtaining the Requisite Shareholder Approval in connection with the proposed
transaction.




     2.2.5 Notwithstanding anything to the contrary herein and for avoidance of doubt, in no
event shall any Shares held directly or indirectly by any Blackstone Party or any Person
Controlling a Blackstone Party or any of their respective Affiliates or any of their
respective transferees be included in determining the Requisite Shareholder Approval for
purposes of this Section 2.2.



     2.3 Change of Classification. The approval of the holders of at least 75% of the New Shares
then held by all of the New Shareholders and the approval of the Lockup Parties will be required to
change (a) the classification of the Company as a corporation under the Code or (b) the
classification of any Subsidiary of the Company under the Code in any way that would result in a
person other than the Company to be treated as the issuer of the Company PIK Loans and the Second
Lien Opco Term Loan for U.S. federal income tax purposes.



     2.4 Issuance of New Equity Shares. Except as set forth in Section 5.6, the Company shall not
issue any new Shares (other than in connection with any equity incentive plan or similar
arrangement approved by the Company Board in accordance with Section 2.1.11) unless (i) such Shares
are issued for fair market value, determined in the good faith judgment of the Company Board after
obtaining a valuation from a nationally recognized independent financial expert, (ii) at least one
(1) New Shareholder Director shall have voted in favor of such issuance and (iii) any such Share
issuances made in one (1) or a series of transactions would not result in the Majority Shareholder
no longer directly or indirectly owning or having voting control of the majority of the issued and
Outstanding Company Shares.



     2.5 Further Assurances by Shareholders.




     2.5.1 Further Assurances. Each Shareholder and each of the Blackstone Parties hereby
agrees to take, at any time and from time to time, all actions necessary or



11









 






desirable (including, without limitation, attendance at meetings in person or by proxy for
the purposes of achieving a quorum and voting such Shareholder’s Shares or execution of a
written consent in lieu of attending a meeting) to accomplish the provisions of Section 2,
and the Company agrees to take, at any time and from time to time, all actions necessary or
desirable within its control (including, without limitation, calling special board and
shareholder meetings) to enable the provisions of Section 2 to be accomplished.




     2.5.2 Approved Transactions. With respect to any transaction (i) that requires and has
received the Requisite Shareholder Approval under Sections 2.2 or 4.2 or (ii) which is not
subject to clause (i) and is approved by Intermediate, each New Shareholder agrees to cast
all votes to which such New Shareholder is entitled in respect of the Shares to approve,
effect, or implement such approved transaction and will not pursue any dissenter’s or
appraisal rights.




2.6 Actions in Contravention. Subject to applicable laws, none of the Company, its
Subsidiaries, the Majority Shareholder Entity or any Blackstone Party (to the extent
referred to in this Section 2) will take, cause to be taken or otherwise give effect to any
action by any Shareholder or any other Person which is in contravention or is reasonably
expected to result in any violation of this Section 2.




2.7 Period. Section 2 shall expire upon the earlier of the consummation of (i) a
Travelport Entity Sale or (ii) an Initial Public Offering of any Travelport Entity, in each
case provided that the Majority Shareholder and the Company have complied with Section 5.5.


3. TRANSFER RESTRICTIONS.





3.1 General Transfer Restrictions. Each Shareholder understands and agrees that the
Shares held by such Shareholder on the date hereof have not been registered under the
Securities Act or registered or qualified under any state or foreign securities laws. No
Shareholder shall Transfer such Shareholder’s Shares (or solicit any offers in respect of
any Transfer of such Shares), except in compliance with the Securities Act, any applicable
state or foreign securities laws, the Company’s Bye-laws and any restrictions on Transfer
contained in this Agreement or any other agreements or instruments pursuant to which such
Shares were issued.




3.2 Prohibited Transfers. Until the expiration of the provisions in this Section 3,
without prior written approval of Intermediate, no Shareholder shall Transfer such
Shareholder’s Shares:




     (a) if such Transfer would cause the total number of New Shareholders to exceed
250, as determined under Section 12(g) of the Exchange Act, or would require
registration of such Transfer, of the Company or any class of securities of the
Company under any U.S. or foreign securities laws; or



12









 






     (b) in a manner that would violate any regulatory restrictions applicable to
the Company, including requirements of the Bermuda Monetary Authority; or




     (c) in violation of the provisions of Section 3 or 4;




     (d) in the case of the New Shareholders only, to a Strategic Investor, unless
such Strategic Investor already owns Shares at the time of such Transfer.




3.3 Transfers; Lock-up Restrictions. Subject to Sections 2.1.1, 3.1, 3.2, 4.1, 4.2, 4.3
and 4.4, the Shareholders may at any time Transfer any Shares or other equity interests of
the Company; provided that, for a period of ninety (90) days following the date of
this Agreement, neither Lockup Party nor, subject to the exception in the last sentence of
this Section 3.3, any Affiliate of a Lockup Party, shall Transfer any New Shares held by it
and over which such Lockup Party or Affiliate has (i) either (A) sole legal and beneficial
ownership or (B) has investment or voting discretion, together with the power and authority
to bind the beneficial owner(s) of such New Shares to the terms of this Section 3.3 and (ii)
full power and authority to act (including voting and consenting to matters concerning such
New Shares) and to dispose of, exchange, assign and transfer such New Shares.
Notwithstanding the foregoing, the proviso in the first sentence of this Section 3.3 shall
not apply to (i) any Transfer of New Shares at any time by any Person who is not a Lockup
Party who receives such New Shares as a result of its participation in certain swap
contracts and who were previously identified to the Company as such, as required by Section
5.a of the Restructuring Support Agreement or (ii) any Transfer of New Shares to the
Majority Shareholder or a Travelport Entity.




3.4 Certain Transferees to Become Parties. Any transferee (other than the Company or
Intermediate or any of its Affiliates or a transferee who receives New Shares pursuant to
Section 4.1) receiving Shares in a Transfer by a New Shareholder, shall become a New
Shareholder, party to this Agreement and bound by the terms and conditions of this Agreement
to the same extent, and in the same capacity, as the transferor. Prior to the Transfer of
any Shares by a Shareholder to any transferee (including pursuant to Section 4.1), and as a
condition thereto, each of Intermediate or the New Shareholder effecting such Transfer shall
(x) cause such transferee to execute and deliver to the Company, Intermediate and each other
New Shareholder (holding more than 5% of the Outstanding Company Shares together with its
Affiliates) an Addendum Agreement in the form attached hereto as Exhibit A, (y) if
reasonably requested by the Company, deliver an opinion of counsel in form and substance
satisfactory to the Company to the effect that registration is not required under the
Securities Act. Each Blackstone Party agrees and covenants that prior to the Transfer by
such Blackstone Party of any equity interest in any Travelport Entity to any transferee, and
as a condition thereto, such Blackstone Party shall cause such transferee to execute and
deliver to the Company, Intermediate and each other Shareholder an Addendum Agreement in the
form attached hereto as Exhibit A and shall cause such transferee to agree to be
bound by the same obligations of such



13









 






Blackstone Party under this Agreement and, when executed, the Registration Rights Agreement.
If after the date hereof an entity is formed such that if such entity was in existence on
the date hereof, it would be encompassed in the definition of Majority Shareholder
hereunder, the Blackstone Parties will cause such entity to execute and deliver to the
Company, Intermediate and each other Shareholder an Addendum Agreement and such entity shall
be included in the definition of Majority Shareholder hereunder.




3.5 Impermissible Transfer. Subject to applicable law, any attempted Transfer of Shares
or equity interests not permitted under the terms of this Section 3 or not in compliance
with any of the requirements of this Section 3 or Section 4 shall be null and void ab
initio, and the Company shall not in any way give effect to any such impermissible Transfer.




3.6 Notice of Transfer. In addition to any other notice requirements included herein,
if any New Shareholder proposes to Transfer any Shares, the New Shareholder shall furnish a
written notice (which notice may be the same notice as the Sale Notice, if any, delivered
pursuant to Section 4.4) to the Company. Such notice shall set forth (a) the number of
Shares to be Transferred and (b) the name and address of the prospective buyer. To the
extent that any New Shareholder shall Transfer any Shares in compliance with the terms of
this Agreement, such New Shareholder shall, within five (5) Business Days following
consummation of such Transfer, deliver notice thereof to the Secretary of the Company, who
shall cause such Transfer to be reflected on Company’s register of members immediately.




3.7 Period. Each of the foregoing provisions of this Section 3 shall expire upon the
earlier of the consummation of (i) a Travelport Entity Sale and (ii) an Initial Public
Offering of any Travelport Entity; in each case provided that the Majority Shareholder and
the Company have complied with Section 5.5.


4. TAG-ALONG, DRAG-ALONG AND PRE-EMPTIVE RIGHTS; RIGHT OF FIRST OFFER.





4.1 Tag Along. Subject to any required Requisite Shareholder Approval under Section
2.2, if any Prospective Selling Shareholder proposes to Sell, directly or indirectly, any
Shares of the Travelport Entities to any Prospective Buyer (other than a Transfer to an
Affiliate so long as such transferee remains an Affiliate of such Prospective Selling
Shareholder and have complied with the terms of Section 3.4):




     4.1.1 Notice. The Prospective Selling Shareholder shall, prior to any such proposed
Transfer, deliver a written notice (the “Tag Along Notice”) to each New Shareholder
(each such New Shareholder, a “Tag Along Holder”). The Tag Along Notice shall
include:



14









 






     (a) the principal terms and conditions of the proposed Sale, including (i) the
number of Shares to be purchased from the Prospective Selling Shareholder, (ii) the
fraction(s) expressed as a percentage, determined by dividing the number of Shares
to be purchased from the Prospective Selling Shareholder by the total number of
Shares held by the Prospective Selling Shareholder (the “Tag Along Sale
Percentage”) (it being understood that the Company shall reasonably cooperate
with the Prospective Selling Shareholder in respect of the determination of each
applicable Tag Along Sale Percentage), (iii) the purchase price or the formula by
which such price is to be determined and the payment terms, including a description
of any non-cash consideration sufficiently detailed to permit valuation thereof,
(iv) the name and address of each Prospective Buyer and (v) if known, the proposed
Transfer date; and




     (b) an invitation to each Tag Along Holder to make an offer to include in the
proposed Sale to the applicable Prospective Buyer(s) Shares held by such Tag Along
Holder (not in any event to exceed the Tag Along Sale Percentage of the total number
of Shares held by such Tag Along Holder), on the same terms and conditions (subject
to Section 4.3.3), with respect to each Share Sold, as the Prospective Selling
Shareholder shall Sell each of its Shares. For purposes of calculating each Selling
Shareholder’s Tag Along Sale Percentage, but not for purposes of determining whether
there has been a Change in Control and subject to Section 4.3.3, (i) all Options,
Warrants and Convertible Securities will be treated as the same class of Shares for
which they may be exercised and (ii) in the event the Prospective Selling
Shareholder proposes to sell shares in an entity other than the Company, appropriate
adjustments shall be made in the application of the provisions in this Section 4.1
in accordance with Section 4.3.3(b).




     4.1.2 Exercise. Within ten (10) Business Days after the date of delivery of the Tag Along
Notice (such date, the “Tag Along Deadline”), each Tag Along Holder desiring to make
an offer to include Shares in the proposed Sale (each a “Participating Seller” and,
together with the Prospective Selling Shareholder and any other Shareholder of the Company
entitled to participate in the proposed Transfer, collectively, the “Tag Along
Sellers”) shall have the right, but not the obligation, to deliver a written notice (the
“Tag Along Offer”) to the Prospective Selling Shareholder indicating the number of
Shares which such Participating Seller desires to have included in the proposed Sale
(subject to the limitation set forth in Section 4.1.1(b)). New Shares Transferred by Tag
Along Sellers will cease to be New Shares for the purpose of this Agreement. Each Tag Along
Holder who does not make a Tag Along Offer in compliance with the above requirements,
including compliance with the Tag Along Deadline, shall be deemed to have waived all of such
Tag Along Holder’s rights to participate in such Sale, and the Prospective Selling
Shareholder shall thereafter be free to Sell, within 120 days after the delivery of the
Tag-Along Notice, to the Prospective Buyer, at a purchase price no greater than the purchase
price set forth in the Tag Along Notice and on other terms and conditions which,
collectively, are not more favorable, in any material respect, to the Tag Along Sellers than
those set forth in the Tag Along Notice, without any further obligation to such
non-accepting Tag Along Holder(s) pursuant to this Section 4.1. If such Sale is



15









 






not consummated within such 120-day period, the Prospective Selling Shareholder may not sell
any Shares without first complying with the provisions of this Section 4.1.




     4.1.3 Irrevocable Offer. The offer of each Participating Seller contained in such
Participating Seller’s Tag Along Offer shall be irrevocable, and, to the extent such offer
is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed
Sale on the same terms and conditions, with respect to each Share Sold (subject to Section
4.3.3), as the Prospective Selling Shareholder, up to such number of Shares as such
Participating Seller shall have specified in such holder’s Tag Along Offer;
provided, however, that if the principal terms of the proposed Sale change
with the result that the purchase price shall be less than the purchase price set forth in
the Tag Along Notice or the other terms and conditions shall be less favorable, in any
material respect, to the Tag Along Sellers than those set forth in the Tag Along Notice, the
Prospective Seller shall provide written notice thereof to each Participating Seller and
each Participating Seller shall be permitted to withdraw the offer contained in such
holder’s Tag Along Offer by written notice to the Prospective Selling Shareholder within
five (5) Business Days after delivery of such written notice from the Prospective Selling
Shareholder and upon such withdrawal shall be released from such Participating Seller’s
obligations thereunder.




     4.1.4 Reduction of Shares Sold. The Prospective Selling Shareholder shall include in the
proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested
to have included in the Sale (as evidenced in the case of the Prospective Selling
Shareholder by the Tag Along Notice and in the case of each Participating Seller by such
Participating Seller’s Tag Along Offer) subject to reduction as set forth in this Section
4.1.4. In the event the Prospective Selling Shareholder shall be unable to obtain the
inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be
sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as
nearly as practicable, as follows:




     (a) there shall be first allocated to each Tag Along Seller a number of Shares
equal to the lesser of (i) the number of Shares of the applicable class offered (or
proposed, in the case of the Prospective Selling Shareholder) to be included by such
Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a
number of Shares equal to such Tag Along Seller’s Pro Rata Portion; and




     (b) the balance, if any, not allocated pursuant to clause (a) above shall be
allocated to the Prospective Selling Shareholder and each other Tag Along Seller
which offered to sell a number of Shares of the applicable class in excess of such
Person’s Pro Rata Portion, pro rata to each Tag Along Seller based upon the amount
of such excess, or in such manner as the Tag Along Sellers may otherwise agree;
provided, that the collective pro rata share of the Participating Sellers’
participation in such sale shall not exceed the Participating Sellers’ collective
Pro Rata Portion.



16









 






     4.1.5 Additional Compliance. If, prior to consummation, the terms of the proposed Sale
shall change with the result that the purchase price to be paid in such proposed Sale shall
be greater than the purchase price set forth in the Tag Along Notice or the other terms of
such proposed Sale shall be more favorable, in any material respect, to the Tag Along
Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and
void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the
terms and provisions of this Section 4.1 separately complied with, in order to consummate
such proposed Sale pursuant to this Section 4.1; provided, however, that in
the case of such a separate Tag Along Notice, the Tag Along Deadline shall be five (5)
Business Days. The Prospective Selling Shareholder and the Tag Along Seller shall sell to
the applicable Prospective Buyer the Shares proposed to be transferred by them in accordance
with this Section 4.1, at the time and place provided for the closing in the Tag Along
Notice, or at such other time and place as the Prospective Selling Shareholder and the Tag
Along Sellers, and the applicable Prospective Buyer shall agree. As a condition to the
consummation of such Sale, the Prospective Buyer shall comply with Section 3.5.




     4.1.6 Tag Along Exception. For the avoidance of doubt and notwithstanding anything
to the contrary provided herein, a proposed Sale by any New Shareholder shall not trigger
any tag-along rights provided under this Section 4.1.




4.2 Drag Along. Subject to any required Requisite Shareholder Approval under Section
2.2, with respect to any Change in Control, each New Shareholder hereby agrees, if requested
by the Prospective Selling Shareholders, to Sell the same percentage (the “Drag Along
Sale Percentage”) of the Shares then held by the Prospective Selling Shareholders (or,
if the Prospective Selling Shareholder is not Intermediate, the same percentage of the total
equity value of the Company then held by the Prospective Selling Shareholders) that is
proposed to be sold by the Prospective Selling Shareholders to a Prospective Buyer (provided
that such Prospective Buyer is not an Affiliate of the Majority Shareholder) in such Change
in Control (in one transaction or a series of related transactions), in the manner and on
the terms set forth in this Section 4.2. For purposes of calculating each Participating
Seller’s Drag Along Percentage, but not for purposes of determining whether there has been a
Change in Control and subject to Section 4.3.3, (i) all Options, Warrants and Convertible
Securities will be treated as the same class of Shares for which they may be exercised and
(ii) in the event the Prospective Selling Shareholder proposes to sell shares in an entity
other than the Company, appropriate adjustments shall be made in the application of the
provisions in this Section 4.2 in accordance with Section 4.3.3(b). All Shares to be Sold
to the Prospective Buyer shall be included in determining whether or not a proposed
transaction constitutes a Change in Control.




     4.2.1 Exercise. If the Prospective Selling Shareholders wish to exercise the drag-along
rights contained in this Section 4.2, then the Prospective Selling Shareholders shall
deliver a written notice (the “Drag Along Notice”) to each other Shareholder at
least ten (10) Business Days prior to the consummation of the Change in Control transaction.
The Drag Along Notice shall set forth the principal terms and conditions of the proposed



17









 






Sale, including (a) the number and class of Shares to be acquired from the Prospective
Selling Shareholders, (b) the Drag Along Sale Percentage for each class, (c) the
consideration to be received in the proposed Sale for each class, (d) the name and address
of the Prospective Buyer and (e) if known, the proposed Transfer date. If the Prospective
Selling Shareholders consummate the proposed Sale to which reference is made in the Drag
Along Notice, each other Shareholder (each, a “Participating Seller”, and, together
with the Prospective Selling Shareholders, collectively, the “Drag Along Sellers”)
shall: (i) be bound and obligated to Sell the Drag Along Sale Percentage of such Drag Along
Seller’s Shares of each class in the proposed Sale on the same terms and conditions, with
respect to each Share Sold (subject to Section 4.2.2 and Section 4.3.3) as the Prospective
Selling Shareholders shall Sell each Share in the Sale (subject to Section 4.2.2 and Section
4.3.3); and (ii) except as provided in Section 4.2.2 and Section 4.3.3, shall receive the
same form and amount of consideration per Share to be received by the Prospective Selling
Shareholders for the corresponding class of Shares (on an as converted basis, in the case of
Convertible Securities). Subject to Section 4.2.3, if any holders of Shares of any class are
given an option as to the form and amount of consideration to be received, all holders of
Shares of such class will be given the same option. Unless otherwise agreed by each Drag
Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro
rata based upon the aggregate amount of consideration to be received by such Drag Along
Sellers to the extent reasonably practicable. If at the end of the 270th day after the date
of delivery of the Drag Along Notice the Prospective Selling Shareholders have not completed
the proposed Sale, the Drag Along Notice shall be null and void, each Participating Seller
shall be released from such holder’s obligation under the Drag Along Notice and it shall be
necessary for a separate Drag Along Notice to be delivered and the terms and provisions of
this Section 4.2 separately complied with, in order to consummate such proposed Sale
pursuant to this Section 4.2.




     4.2.2 Drag Along Seller Exclusion4.2.3. For the avoidance of doubt and
notwithstanding Section 4.2.1, the requirement that Drag Along Sellers Sell on the same
terms and conditions as the Prospective Selling Shareholders shall not apply to any
provisions providing any payment of customary and bona fide advisory fees paid to certain
shareholders or their Affiliates for actual services rendered pursuant to (i) an agreement
entered into by such shareholder and the Company which received Requisite Shareholder
Approval or (ii) an agreement entered into by such shareholder and a Majority Shareholder
Entity which agreement has been approved by Company Board (including at least one New
Shareholder Director).




4.3 Additional Tag Along and Drag Along Provisions. The following provisions shall be
applied to any proposed Sale to which Section 4.1 or 4.2 applies:




     4.3.1 Further Assurances. The Company and each Participating Seller shall take or cause
to be taken all such actions as may be reasonably necessary or reasonably desirable in order
to expeditiously consummate each Sale pursuant to Section 4.1 or Section 4.2 and any related
transactions, including executing, acknowledging and delivering consents, assignments,
waivers and other reasonably necessary documents or instruments; furnishing information and
copies of relevant documents; filing applications,



18









 






reports, returns, filings and other documents or instruments with governmental authorities;
and otherwise cooperating with the reasonable requests of the Prospective Selling
Shareholder(s) and the Prospective Buyer; provided, however, that (x)
Participating Sellers shall be obligated to become liable in respect of any representations,
warranties, covenants, indemnities or otherwise to the Prospective Buyer solely to the
extent provided in the immediately following sentence and (y) in no event shall any
Participating Seller or any of its Affiliates have any non-competition, non-solicitation or
similar obligations. Without limiting the generality of the foregoing, each Participating
Seller agrees to execute and deliver such agreements as may be reasonably specified by the
Prospective Selling Shareholder(s) to which such Prospective Selling Shareholder(s) will
also be party, including agreements to (a)(i) make individual representations, warranties,
covenants and other agreements as to the unencumbered title to its Shares and the power,
authority and legal right to Transfer such Shares, the absence of any Adverse Claim with
respect to such Shares and the non-contravention of other agreements and (ii) be liable as
to such representations, warranties, covenants and other agreements, in each case to the
same extent (but with respect to its own Shares) as the Prospective Selling Shareholder(s),
and (b) in the case of a Sale pursuant to Sections 4.1 or 4.2, be liable (whether by
purchase price adjustment, indemnity payments or otherwise) in respect of representations,
warranties, covenants and agreements in respect of the Company and its subsidiaries;
provided, however, that the aggregate amount of liability described in this clause (b) in
connection with any Sale of Shares shall not exceed the lesser of (i) such Participating
Seller’s pro rata portion of any such liability, to be determined in accordance with such
Participating Seller’s portion of the aggregate proceeds to all Participating Sellers and
Prospective Selling Shareholder(s) in connection with such Sale and (ii) the proceeds to
such Participating Seller in connection with such Sale.




     4.3.2 Sale Process. Intermediate, in the case of the Company, or the Prospective Selling
Shareholder, in the case of any other Travelport Entity, shall, in its sole discretion,
decide whether or not to pursue, consummate, postpone or abandon any proposed Sale in
Sections 4.1 or 4.2 and the terms and conditions thereof. None of the Company,
Intermediate, the Prospective Selling Shareholder or any Affiliate of such Persons shall
have any liability to any New Shareholder or the Company arising from, relating to or in
connection with the pursuit, consummation, postponement, abandonment or terms and conditions
of any proposed Sale.




     4.3.3 Treatment of Options, Warrants and Convertible Securities; Treatment of Shares in Sales
of Travelport Entities.




     (a) If any Participating Seller shall Sell any Options, Warrants or Convertible
Securities that are exercisable, convertible or exchangeable in any Sale pursuant to
Section 4, such Participating Seller shall receive in exchange for such Options,
Warrants or Convertible Securities consideration in the amount (if greater than
zero) equal to the purchase price received by the Prospective Selling Shareholder(s)
in such Sale for the number of Outstanding Company Shares that would be issued upon
exercise, conversion or exchange of such Options, Warrants or Convertible Securities
less the exercise price, if any, of such Options, Warrants



19









 






or Convertible Securities, in each case, subject to reduction for any tax or
other amounts required to be withheld under applicable law.




     (b) In a transaction where the Prospective Selling Shareholder is Selling
Shares in a Travelport Entity other than the Company, appropriate adjustments shall
be made in the application of the provisions of Sections 4.1 and 4.2 such that the
Participating Sellers shall receive in exchange for their Shares the proportionate
value of their Shares to be Sold in relation to the value of the Shares Sold by the
Prospective Selling Shareholder in the other Travelport Entity. If such Travelport
Entity owns property or assets other than a direct or indirect interest in the
Company, the value of the Shares to be Sold by the Participating Sellers will be
determined by obtaining a valuation of such property or assets from two nationally
recognized separate and independent financial experts, one selected by the Majority
Shareholder (at its sole expense) and the other selected by one of the New
Shareholder Directors (at the sole expense of the Participating Sellers). If the
price to be paid to the Participating Sellers, as determined by such financial
experts, differs by less than 10% the average of the two prices shall be used. If
the price to be paid to the Participating Sellers, as determined by such financial
experts, differs by more than 10%, a third nationally recognized and independent
financial expert will be selected the two previously selected financial experts and
the purchase price paid to the Participating Sellers shall be that purchase price
determined by one of the initial two financial experts that is closest to the price
per Share determined by the third financial expert. All expenses incurred by
Participating Sellers shall be borne by each such Participating Seller individually,
provided that the financial expert expense shall be shared proportionately among the
Participating Sellers. The expense of the third financial expert shall be borne by
the party responsible for the initial financial expert whose purchase price is
furthest from the purchase price determined by the third financial expert.




     4.3.4 Closing. The closing of a Sale to which Section 4.1 or 4.2 applies shall take place
(i) on the proposed Transfer date, if any, specified in the Tag Along Notice or Drag Along
Notice, as applicable (provided that consummation of any Transfer may be extended beyond
such date to the extent necessary to obtain any applicable governmental approval or other
required approval or to satisfy other conditions), (ii) if no proposed Transfer date was
required to be specified in the Drag Along Notice, at such time as the Prospective Selling
Shareholders shall specify by notice to each Participating Seller, and (iii) at such place
as the Prospective Selling Shareholder(s) shall specify by notice to each Participating
Seller. At the closing of such Sale, each Participating Seller shall deliver the
certificates evidencing the Shares to be Sold by such Participating Seller, if any, with
stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and
clear of any liens or encumbrances (other than any arising as a result of the terms of this
Agreement), with any stock (or equivalent) transfer tax stamps affixed, against delivery of
the applicable consideration, if applicable.



20









 






4.4 Right of First Offer. If any New Shareholder proposes to Sell any Shares (other
than to its Affiliates, the Majority Shareholder, a Travelport Entity or another Shareholder
or Affiliate thereof) owned by such Shareholder:




     4.4.1 Notice. The New Shareholder shall furnish a written notice of such proposed Sale (a
“Sale Notice”) to Intermediate (including a designated Affiliate thereof, the
“First Offer Holder”) not less than ten (10) Business Days prior to any such
proposed Transfer. The Sale Notice shall include:




     (a) (i) the number of Shares proposed to be sold by the New Shareholder (the
“Subject Shares”) and (ii) the proposed Transfer date, if known; and




     (b) an invitation to the First Offer Holder to make an offer to purchase any
number of the Subject Shares at a price to be proposed by the First Offer Holder.




     4.4.2 Exercise. Within ten (10) Business Days after the date of delivery of the Sale
Notice (the “First Offer Deadline”), the First Offer Holder may make an offer to
purchase all, but not less than all, of the Subject Shares by furnishing a written notice
(the “First Offer Notice”) specifying the price per Subject Share. The purchase of
the Subject Shares pursuant to the First Offer Notice shall not be subject to any financing
or similar contingency. The receipt of consideration by any New Shareholder selling Shares
in payment for the transfer of such Shares pursuant to this Section 4.4.2 shall be deemed a
representation and warranty by such New Shareholder that: (i) such New Shareholder has full
right, title and interest in and to such Shares; (ii) such New Shareholder has all necessary
power and authority and has taken all necessary actions to sell such Shares as contemplated
by this Section 4.4.2; and (iii) such Shares are free and clear of any and all liens or
encumbrances except pursuant to this Agreement.




     4.4.3 Irrevocable Offer. The offer of each First Offer Holder contained in a First Offer
Notice shall be irrevocable, and, to the extent such offer is accepted, such First Offer
Holder shall be bound and obligated to purchase the number of Subject Shares set forth in
such First Offer Holder’s First Offer Notice. If at the end of the 30 days after the date
of delivery of the Sale Notice, the New Shareholder and First Offer Holder have not
completed the Sale of the Subject Shares, the First Offer Holder shall be released from such
holder’s obligations under such holder’s irrevocable offer, and the Sale Notice shall be
null and void, and it shall be necessary for a separate Sale Notice to be furnished, and the
terms and provisions of this Section 4.4 separately complied with, in order to consummate a
Transfer of such Subject Shares.




     4.4.4 Acceptance of Offers. Within ten (10) Business Days after the First Offer Deadline,
the New Shareholder shall inform the First Offer Holder, by written notice (the
“Acceptance Notice”), of whether or not the New Shareholder will accept the offer of
the First Offer Holder. In the event the New Shareholder fails to furnish the Acceptance
Notice within the specified time period, the New Shareholder shall be deemed to have



21









 






decided not to Sell the Subject Shares to the First Offer Holder or to a Prospective Buyer.
If the New Shareholder decides not to Sell the Subject Shares to the First Offer Holder, the
First Offer Holder shall be released from such holder’s obligations under such holder’s
irrevocable offer. If the New Shareholder decides to Sell the Subject Shares to a
Prospective Buyer other than the First Offer Holder, (a) the price must exceed the price
specified in the First Offer Notice by two percent (2%) and (b) the Sale must be completed
within thirty (30) days of receipt of the First Offer Notice. If the New Shareholders
decide to Sell the Subject Shares pursuant to this Section 4.4.4 at a price greater than the
price in the First Offer Notice by less than two percent (2%), the New Shareholders must
offer the Subject Shares to the First Offer Holder at such price. If the First Offer Holder
accepts such offer within ten (10) Business Days, then Section 4.4.3 shall apply as though
such price were included in the First Offer Notice. If the First Offer Holder does not
accept such offer within ten (10) Business Days, the New Shareholders shall be free to Sell
the Subject Shares at such price and such Sale must be completed within thirty (30) days.
If no Sale is completed with the time period specified in the prior sentence, no offer or
Sale by a New Shareholder may be completed without again complying with the terms of this
Section 4.4.




4.5 Pre-Emptive Right.




     4.5.1 Notice. Subject to Section 2.4 and other than pursuant to Section 5.6, if at any
time after the date hereof, the Company proposes to offer and Sell any New Securities (other
than pursuant to an equity incentive plan approved by the Company Board in accordance with
Section 2.1.11, an Initial Public Offering, in connection with the Company’s acquisition of
another business or a strategic investment, in each case that has been approved by the
Company Board and with respect to a strategic investment, received the affirmative vote of a
New Shareholder Director), the Company shall give written notice (“New Issue Offer
Notice”) to each Shareholder:




     (a) setting forth in reasonable detail (i) the terms and provisions of the
proposed Sale of the New Securities; (ii) the price and other terms of the proposed
Sale of such New Securities; and (iii) the number of such New Securities to be
offered; and




     (b) offering to each such Shareholder the right to purchase up to that number
of New Securities as shall equal (i) the number of New Securities proposed to be
sold by the Company multiplied by (ii) a fraction, the numerator of which is (x) the
number of Company Shares then owned by such Shareholder, and (y) the denominator of
which is the total number of Outstanding Company Shares.




     4.5.2 Exercise. In order to exercise its purchase rights under this Section 4.5, such
Shareholder must, within ten (10) Business Days after receipt of the New Issue Offer Notice,
provide written notice to the Company stating the number of New Securities such Shareholder
wishes to purchase. If all of the New Securities offered to the Shareholders are not fully
subscribed by such Shareholders, the remaining New



22









 






Securities will be reoffered to the Shareholders purchasing their full allotment upon the
terms set forth in this Section 4.5, until all such New Securities are fully subscribed or
until all such Shareholders have subscribed for all such New Securities which they desire to
purchase. In order to exercise its purchase rights under this Section 4.5, Shareholders
must, within five (5) Business Days after receipt of such reoffers, exercise their purchase
rights in writing. To the extent that the Company offers two or more securities in units,
such Shareholders must purchase such units as a whole and will not have the right to
purchase only one of the securities making up such unit.




     4.5.3 Expiration. Upon the expiration of the offering periods described above, the
Company will be free to Sell such New Securities that the Shareholders have not elected to
purchase during the ninety (90) days following such expiration on terms and conditions no
more favorable to the purchasers thereof than those offered to such holders. Any New
Securities offered or sold by the Company after such ninety (90) day period must be
reoffered to such Shareholders pursuant to this Section 4.5.




     4.5.4 Election. The election by such a Shareholder not to exercise its preemptive rights
under this Section 4.5 in any one instance shall not affect its right (other than in respect
of a reduction in its percentage holdings) as to any subsequent proposed offer.




4.6 Period. Each of the foregoing provisions of this Section 4 shall expire upon the
earlier of the consummation of (i) a Travelport Entity Sale and (ii) an Initial Public
Offering of any Travelport Entity; in each case provided that the Majority Shareholder and
the Company have complied with Section 5.5.


5. COVENANTS.




     5.1 Information Rights.




     5.1.1 Information Rights. Subject to the Shareholder’s confidentiality obligations set
forth in Section 5.2, New Shareholders shall be entitled to receive from the Company all
information regarding Travelport Limited filed with the SEC or otherwise publicly available
(or, if Travelport Limited ceases to file with the SEC, information it would have filed with
the SEC had it continued to so file); provided that each New Shareholder that, together with
its Affiliates, beneficially own at least 2% of the Outstanding Company Shares shall be
entitled to request additional information set forth in Section 5.1.2 below.




     5.1.2 Additional Information Rights. Subject to the Shareholder’s confidentiality
obligations set forth in Section 5.2 and except for information protected by attorney-client
privilege, the Company shall furnish, or cause to be furnished, the following to each New
Shareholder that, together with its Affiliates, beneficially owns (i) at least 5% of the
Outstanding Company Shares or (ii) at least 2% of the Outstanding Company Shares and so
requests such information pursuant to Section 5.1.1:



23









 






     (a) Such New Shareholder the right to visit and inspect any of the offices and
properties of the Company and its Subsidiaries and inspect the books and records of
the Company and its Subsidiaries at their respective registered offices at such
times as such New Shareholder shall reasonably request, but no more frequently than
quarterly;




     (b) As soon as available and in any event within sixty (60) days after the end
of each of the first three fiscal quarters, an unaudited balance sheet of Travelport
Limited and its consolidated Subsidiaries as of the end of such quarter, and an
unaudited related income statement, and statement of cash flows for such quarter;




     (c) As soon as available and in any event within one hundred and five (105)
days after the end of each fiscal year, (i) an audited balance sheet of Travelport
Limited and its consolidated Subsidiaries as of the end of such fiscal year and the
related income statement, statement of shareholders equity and statement of cash
flows for such fiscal year; and




     (d) Promptly after the occurrence of any material event which if the Company or
any of its Subsidiaries were a reporting company under the U.S. Securities Exchange
Act of 1934, as amended, it would be required to file with the SEC a report on Form
8-K with respect to, notice of such event together with a summary describing the
nature of such event. The Company and its Subsidiaries shall satisfy their
respective obligations under this Section 5.1.2(d) if a Form 8-K containing such
information is furnished by Travelport Limited to the SEC,




provided, in each case, furnishing such information to the applicable
New Shareholder does not waive any attorney-client privilege held by the Company
with respect to such information. Any information received by a New Shareholder, as
such, shall be governed by the provisions of this Agreement. Any information
received by a New Shareholder as a creditor under the Company PIK Loans or otherwise
shall be governed by the provisions of the applicable Credit Agreement and related
documents.




     With respect to Section 5.1.1 above and this Section 5.1.2, the information relating to
the applicable Travelport Entities will be deemed to be delivered to the New Shareholders if
such information is filed with the SEC or, at the Company’s option, posted on a secure
website or delivered via email or regular mail to the New Shareholders.




     5.1.3 Information Regarding Restricted Payment Capacity. The Company agrees that once
every twelve (12) months commencing on the first anniversary of the Closing, it will allow
and aid the New Shareholder Director(s) to review in good faith the restricted payment
capacity of Travelport Limited, as set forth in Section 4.07 of the Senior Indenture of TDS
Investor Corporation, dated August 23, 2006, Section 4.07 of



24









 






the Senior Subordinated Indenture of TDS Investor Corporation, dated August 23, 2006 and
Section 4.07 of the Indenture of Travelport LLC and Travelport Inc., dated August 18, 2010.
The Company further agrees that based on the findings of such review, which shall take into
account the solvency of each relevant entity, it will use commercially reasonable efforts to
cause Travelport Limited to utilize any such availability to distribute any such funds to
the Company to be used to repurchase outstanding Company PIK Loans, pro rata, subject to the
fiduciary duties of the directors of the Company and its Subsidiaries and any existing
contractual obligations, including, but not limited to, obligations under the Credit
Agreement.




5.2 Confidentiality. No Shareholder (other than Intermediate) shall be entitled to
obtain any information relating to the Company or its Affiliates or Subsidiaries except as
expressly provided in this Agreement or in another written agreement between the Company and
such Shareholder or to the extent required by applicable law; and to the extent such
Shareholder is so entitled to such information, such Shareholder shall be subject to the
provisions of this Section 5.2; provided that nothing in this Agreement shall alter,
modify or in any way impact a New Shareholder’s right to receive confidential information in
its capacity as a holder of Company PIK Loans or in any other capacity (other than as a New
Shareholder) and the terms upon which such New Shareholder is obligated under the related
agreement to maintain such information in confidence. Each such Shareholder agrees that it
will keep confidential and will not disclose, divulge or use for any purpose, other than in
connection with monitoring its equity investment in the Company, any confidential
information obtained from the Company pursuant to the terms of this Agreement, including,
but not limited to, information in connection with any action requiring Requisite
Shareholder Approval, unless such confidential information (i) is known or becomes known to
the public in general (other than as a result of a breach of this Section 5.2 by such
Shareholder or its Affiliates), (ii) is or has been independently developed or conceived by
such Shareholder without use of the Company’s or any Subsidiary’s confidential information
or (iii) is or has been made known or disclosed to such Shareholder by a third party (other
than an Affiliate or agent of the Company) without a breach of any obligation of
confidentiality such third party may have to the Company or any Subsidiary that is known to
such Shareholder; provided, however, that a Shareholder may disclose
confidential information (a) to its attorneys, accountants, consultants, and other
professionals to the extent necessary to obtain their services in connection with its equity
investment in the Company or for evaluating and preparing disclosure pursuant to clause (c)
below, (b) to any Prospective Buyer as long as such Prospective Buyer agrees to be bound by
the provisions of this Section 5.2, (c) to the extent necessary for a Shareholder to enforce
its rights under this Agreement, the other agreements entered into in connection herewith
and under the Company’s Bye-laws or (d) as may otherwise be required by law (including
reporting under securities laws and governmental filings) or legal proceeding;
provided that such Shareholder takes reasonable steps to minimize the extent
of any such required disclosure, including using commercially reasonable efforts to obtain a
protective order in any legal proceeding, and provided further that
such Shareholder discloses only that portion of any confidential information obtained from
the Company pursuant to the terms of this Agreement as is, based on the advice of its
counsel, legally required and provides the Company with notice of the disclosure that was or
is to be made; provided, further, that the acts and omissions



25









 






of any Person to whom such Shareholder may disclose confidential information pursuant to
clause (a) of the preceding proviso shall be attributable to such Shareholder for purposes
of determining such Shareholder’s compliance with this Section 5.2. Nothing in this Section
5.2 shall authorize the use of any confidential information in contravention of applicable
securities laws.




5.3 Suspension of Information Rights. Any Shareholder entitled to receive any
information from the Company or any of its Subsidiaries pursuant to this Section 5 may, by
written notice to the Company or any of its Subsidiaries, suspend its right to receive any
or all of such information for any period of time, as indicated in such notice, and the
Company and its Subsidiaries shall comply with such Shareholder’s request.




5.4 Travelport Guarantor. The Company, as the sole shareholder of Travelport Holdings
Limited, which in turn is the sole shareholder of Travelport Limited, which in turn is the
sole shareholder of Travelport Guarantor, shall do or cause to be done all things necessary
to ensure that Travelport Guarantor has at least one independent director that is reasonably
satisfactory to a majority of the New Shareholders.




5.5 Exit Transactions. In connection with any Initial Public Offering, sale,
amalgamation, merger or similar transaction of the Majority Shareholder Entity or any of its
direct or indirect Subsidiaries (an “Exit Transaction”), the Blackstone Parties and
the Company shall (i) structure such Exit Transaction in a manner that, in the case of an
Exit Transaction that is an Initial Public Offering or similar transaction (an “IPO
Transaction”), permits the New Shareholders to hold equity directly in the public
company in an appropriate proportion (taking into account (x) the dilution attributable to
such IPO Transaction, (y) the equity disposed of in such IPO Transaction) and (z) the value
of the equity then held by them in the Company (without giving effect to any minority,
illiquidity or similar discount) as it relates to the value of the equity of the public
company); (ii) (A) use reasonable best efforts so that in any such IPO Transaction, each New
Shareholder and its direct and indirect owners recognize income for U.S. federal income tax
purposes only to the extent such New Shareholder or any of its direct and indirect owners
are required under the Code to recognize income in respect of any cash or property other
than stock of the public company that such New Shareholder receives in such IPO Transaction,
(such tax treatment, “Non-Recognition Treatment”) and (B) not, without the approval
of the board of directors, including one New Shareholder Director, structure any such IPO
Transaction in a manner that does not provide for Non-Recognition Treatment; and (iii)
structure any Exit Transaction in a manner that does not have disproportionate and adverse
U.S. federal income tax consequences to the New Shareholders and their direct and indirect
owners as compared to the Majority Shareholder and its direct and indirect owners. Each New
Shareholder shall cooperate in good faith to achieve Non-Recognition Treatment with respect
to an IPO Transaction, but in no event will the foregoing be deemed to obligate such New
Shareholder to take any action if, in its good faith belief such action would have an
adverse effect on such New Shareholder or its investment in the Company.



26









 






5.6 Additional Issuance. If the full payment and discharge of the Company PIK Loans has
not occurred on or prior to September 30, 2013, an additional number of Company Shares (the
“Additional Shares”) will be issued on a pro rata basis to the New Shareholders who
received Company Shares on the Closing Date (or upon written notice from any such New
Shareholder to the Company specifying transferees or assigns of New Shares of such New
Shareholder permitted pursuant to the terms of this Agreement, to such permitted transferees
or assigns) thereby bringing the total equity held by New Shareholders to 44% of the
Outstanding Company Shares (subject to dilution, pro rata with all other outstanding shares,
by issuance of the Management Shares); provided that the total amount of the
Additional Shares issued shall be reduced to the extent necessary, in the reasonable opinion
of outside tax counsel to the Company, in order to prevent an “ownership change” within the
meaning of Section 382(g) of the Code, with respect to Worldwide, prior to the consummation
of a sale, merger, amalgamation or IPO Transaction (an “Ownership Change”). To the
extent the full amount of the Additional Shares are not issued pursuant to the preceding
sentence, the New Shareholders will be issued such Additional Shares that have not yet been
issued upon the earlier of (x) the first date on which such shares can be issued without
causing an Ownership Change or (y) the consummation of a sale, merger, amalgamation or IPO
Transaction; provided that, if the issuance of such Additional Shares would, in the
reasonable opinion of outside tax counsel to the Company, cause an Ownership Change, then
such Additional Shares shall not be issued, and provided further that, if
all of the Additional Shares have not been issued at the consummation of a sale, merger,
amalgamation or IPO Transaction, the New Shareholders will receive, at the time of such
consummation, an amount equal to the fair market value of such Additional Shares that have
not been issued at the time of such consummation of a sale, merger, amalgamation or IPO
Transaction. Until such time as all of the Additional Shares are issued or payment with
respect to such shares that cannot be issued is made, in each case pursuant to the
immediately preceding sentence, the Company shall use its best reasonable efforts to prevent
any “owner shift” or “equity structure shift” within the meaning of Section 382(g) of the
Code with respect to the Company. In the event that the Majority Shareholder takes any
action, directly or indirectly, to cause an Ownership Change, the Additional Shares will be
promptly issued.




5.7 Additional Covenants of the Parties.




     (a) Each of the Blackstone Parties covenants and agrees that prior to the
Initial Public Offering of the shares of any Travelport Entity, the issuer of such shares shall enter into a Registration Rights Agreement with each New Shareholder in
the form attached as Exhibit B.




     (b) Each of the Blackstone Funds covenants and agrees that if on or after the
date hereof, it holds equity interest in an entity such that if such equity
interests was held in such entity on the date hereof, it would be encompassed in the
definition of Majority Shareholder Entity hereunder, the Blackstone Funds will cause
such entity to execute and deliver to the Company, Intermediate and



27









 






each Shareholder an Addendum Agreement and such entity shall be included in the
definition of Majority Shareholder Entity hereunder.




     (c) Each Blackstone Party agrees that it will not, directly or indirectly, take
or cause to be taken, any action that would require the Requisite Shareholder
Approval in Section 2.2 without the prior receipt of such approval.




     (d) Each party (including the Advisors for purposes of Section 5.8) agrees on
behalf of itself and its Affiliates Controlling such party, in their capacity as
such, not to, directly or indirectly, take any action that is in violation of any
provisions of this Agreement or intended to frustrate the intent and purpose of this
Agreement.




     (e) Each Blackstone Party agrees to take, or cause to be taken, all action
required to maintain a sufficient number of duly authorized but unissued Shares
(and, if necessary, to increase such authorized number of Shares) in order to comply
with the provisions of Section 5.6.




5.8 Additional Payment. The Advisors agree, severally, but not jointly, to pay to the
New Shareholders 25% of any amount that is paid to the Advisors as a lump sum under the
Management Agreement upon an Initial Public Offering of any Travelport Entity or Change of
Control and is permitted to be paid to the Advisors under the Credit Agreement or any other
related loan documents. The parties hereto shall (i) treat the Additional Payment as
additional consideration from the Company to the New Shareholders in the Restructuring for
U.S. federal income tax purposes and (ii) not take any position on any U.S. federal, state
or local income or franchise tax return or take any other reporting position that is
inconsistent with the treatment of the Additional Payment as additional consideration from
the Company to the New Shareholders in the Restructuring.




5.9 Period. Each of the foregoing provisions of this Section 5, other than Sections 5.2
and 5.6, shall expire upon the earlier of the consummation of (i) a Travelport Entity Sale
and (ii) an Initial Public Offering of any Travelport Entity; in each case provided that the
Majority Shareholder and the Company have complied with Section 5.5 and Section 5.7(a).




5.10 Tax Covenants.




     (a) The parties hereto shall (i) treat the Company PIK Loans and the Second
Lien Opco Term Loan as debt for U.S. federal income tax purposes and (ii) not take
any position on any U.S. federal, state or local income or franchise tax




28












 






 return
or take any other reporting position that is inconsistent with the treatment of the
Company PIK Loans and the Second Lien Opco Term Loan as debt for U.S. federal income
tax purposes.




     (b) If a portion (the “Imputed Interest Portion”) of a distribution
of Additional Shares (an “Additional Share Distribution”) is recharacterized
as imputed interest under the Code pursuant to Section 483 thereof or otherwise, the
parties hereto shall (i) for all U.S. federal, state and local income tax purposes,
treat the Imputed Interest Portion as paid first in the form of any cash or property
other than shares of the Company that are part of such Additional Share
Distribution, and thereafter, to the extent necessary, a portion of the shares of
the Company distributed in such Additional Share Distribution (such portion, the
“Imputed Interest Shares”); (ii) treat any Imputed Interest Shares as
separate shares (and not as a portion of each share of the Company that is part of
such Additional Share Distribution); and (iii) not take any position on any U.S.
federal, state or local income or franchise tax return or take any other reporting
position that is inconsistent with the treatment of the Imputed Interest Portion and
the Imputed Interest Shares as provided in this Section 5.10(b).




     (c) The parties hereto shall (i) treat the Restructuring as a
reorganization described in Section 368(a)(1)(E) of the Code and (ii) not take any
position on any U.S. federal, state or local income or franchise tax return or take
any other reporting position that is inconsistent with the treatment of the
Restructuring as a reorganization described in Section 368(a)(1)(E) of the Code.




5.11 Reimbursement of Expenses. For so long as (i) the Lockup Parties, together with
their respective Affiliates, collectively have voting control of 50% or more of the New
Shares then held by all of the New Shareholders and (ii) each Lockup Party, individually or
together with its Affiliates have voting control of 75% or more of the New Shares received
by it from the Company on the Closing Date, the Company shall promptly upon request
reimburse each Lockup Party for reasonable and documented out-of-pocket expenses (including
fees and expenses of outside counsel) incurred from time to time by such Lockup Party in
connection with matters and issues relating to such Lockup Party’s investment in the Company
and with respect to which the Lockup Parties have interests or issues that differ from the
Company or the Majority Shareholder.


6. REMEDIES.





6.1 Generally. The parties shall have all remedies available at law, in equity or
otherwise in the event of any breach or violation of this Agreement or any default
hereunder. The parties acknowledge and agree that in the event of any breach of this
Agreement, in addition to any other remedies which may be available, each of the parties
hereto shall be entitled to specific performance of the obligations of the other parties
hereto and, in addition, to such other equitable remedies (including preliminary or
temporary relief) as may be appropriate in the circumstances.



29









 




7. LEGENDS.





7.1 Restrictive Legend. Each certificate (or, if no certificate, by appropriate
notation in the Company’s register of members) representing Company Shares shall have the
following legend endorsed conspicuously thereupon (or in such notation):




“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN TRANSFER AND OTHER
RESTRICTIONS PURSUANT TO THE COMPANY’S BYE-LAWS AND A SHAREHOLDERS’ AGREEMENT DATED
AS OF _______, 2011 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND
CERTAIN OF THE COMPANY’S SHAREHOLDERS. A COPY OF THE BYE-LAWS AND SUCH SHAREHOLDER
AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON
WRITTEN REQUEST.”




7.2 Securities Act Legend. Each certificate (or, if no certificate, by appropriate
notation in the Company’s register of members) representing Company Shares shall have the
following legend endorsed conspicuously thereupon (or in such notation):




“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR COUNTRY WERE ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO
RESTRICTIONS ON TRANSFER AND RESALE UNDER THE COMPANY’S BYE-LAWS AND A SHAREHOLDERS’
AGREEMENT AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT (I) AS PERMITTED UNDER THE
SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS
THEREUNDER (II) AS PERMITTED UNDER OTHER APPLICABLE LAWS AND (III) IN COMPLIANCE
WITH SUCH SHAREHOLDER AGREEMENT AND BYE-LAWS. IN CONNECTION WITH ANY TRANSFER OF
THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, THE SELLER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS IT MAY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE SECURITIES ACT.”




7.3 Stop Transfer Instruction. The Company will instruct the Secretary of the Company
not to register the Transfer of any Company Shares until the conditions specified in the
foregoing legends and this Agreement are satisfied.




7.4 Termination of the Securities Act Legend. The requirement imposed by Section 7.2
shall cease and terminate as to any particular Company Shares when such Company



30









 







Shares have
been publicly sold pursuant to an effective registration statement under the Securities Act
and in accordance with applicable non-U.S. securities laws.


8. AMENDMENT, TERMINATION, ETC.





8.1 Oral Modifications. This Agreement may not be orally amended, modified, extended or
terminated, nor shall any oral waiver of any of its terms be effective.




8.2 Written Modifications. Except as otherwise expressly set forth herein, this
Agreement may be amended, modified, extended or terminated, and the provisions hereof may be
waived, only by an agreement in writing signed by the Company, the New Shareholders holding
not less than a majority of the New Shares (and for avoidance of doubt no Shares held
directly or indirectly by any Blackstone Party or any Person Controlling a Blackstone Party
or any of their respective Affiliates or any of their respective transferees shall be taken
into account for this purpose), TDS and the Blackstone Parties and, solely for the purpose
of Section 5.8, the Advisors; provided, however, that the admission of new
parties pursuant to the terms hereof shall not constitute an amendment of or notification of
this Agreement for purposes of this Section 8.2.



     Notwithstanding the foregoing, if any amendment, modification, extension, termination or
waiver (an “Amendment”) would adversely change or affect the rights of a particular
Shareholder in a manner disproportionate to the rights of the Shareholders approving such
Amendment, then the consent of such particular Shareholder shall also be required .



     Each such Amendment shall be binding upon each party hereto and each Shareholder subject
hereto. In addition, each party hereto and each Shareholder subject hereto may waive any right
hereunder, as to itself, by an instrument in writing signed by such party or Shareholder. To the
extent the Amendment of any Section of this Agreement would require a specific consent pursuant to
this Section 8.2, any Amendment to definitions to the extent used in such Section shall also
require the specified consent.




8.3 Effect of Termination. No termination under this Agreement shall relieve any Person
of liability for breach prior to termination.


9. REPRESENTATIONS AND WARRANTIES OF THE NEW SHAREHOLDERS.




     Each New Shareholder represents and warrants:




9.1 Qualified Institutional Buyer. Such New Shareholder is a “qualified institutional
buyer” within the meaning of Rule 144A promulgated under the Securities Act.



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9.2 Transfer Restrictions. Such New Shareholder understands that the Company Shares are
being offered in a transaction not involving any public offering within the meaning of the
Securities Act, that the Company Shares have not been registered under the Securities Act
and that (i) such securities may be offered, resold, pledged or otherwise Transferred only
(A) pursuant to an exemption from registration under the Securities Act, (B) to the Company
or any of its subsidiaries or (C) pursuant to an effective registration statement and, in
each case, in compliance with the limitations herein and in the Company’s Bye-Laws (as may
be amended from time to time) and any applicable securities laws of any State of the United
States or any other applicable jurisdiction and (ii) such New Shareholder will, and each
subsequent such New Shareholder is required to, notify any later purchaser from it of the
resale restrictions described in (i) above and any later purchaser shall be subject to such
resale restrictions and (iii) the approval of the Bermudan Monetary Authority, if
applicable.



9.3 Information. Such New Shareholder confirms that (i) it has requisite knowledge and
experience in financial and business matters so that it is capable of evaluating the merits
and risks of acquiring Company Shares and the New Shareholder and any accounts for which it
is acting are each able to bear the economic risks of its or their investment, including a
complete loss of the investment, (ii) it is not acquiring Company Shares with a view to any
distribution of Company Shares; provided that the disposition of its property and the
property of any accounts for which the Shareholder is acting as fiduciary shall remain at
all times within its control and (iii) it acknowledges that it has had access to the
financial and other information, and has been afforded the opportunity to ask questions of
representatives of the Company and receive answers to those questions, as it deemed
necessary in connection with its investment in the Company.




9.4 Legends. Each New Shareholder understands that the Company Shares will bear the
legends set out in Sections 7.1 and 7.2 of this Agreement.




9.5 No Other Representations. Each New Shareholder acknowledges that none of the
Majority Shareholder, Travelport Entities nor any person representing us has made any
representations to it with respect to the Company Shares, the Company, the Restructuring or
the Company’s financial condition or results of operations or cash flows, apart from those
representations set out in Section 10.1 of this Agreement.




9.6 Transferees. Each New Shareholder agrees that it will deliver to each person to
whom it proposes to Transfer Company Shares notice of the restrictions on Transfer of the
Company Shares and any such transferee shall be deemed to have acknowledged any such
restrictions upon such Transfer and such acknowledgement is a condition of such Transfer.




9.7 Reliance. Each New Shareholder acknowledges that the Majority Shareholder, the
Travelport Entities and others will rely upon the truth and accuracy of the foregoing



32









 







acknowledgements, representations and agreements and agrees that, if any of the foregoing
acknowledgements, representations or agreements deemed to have been made by it are no longer
accurate, it shall promptly notify us. If a New Shareholder is acquiring any Company Shares
as a fiduciary or agent for one or more investor accounts, such New Shareholder represents
that it has sole investment discretion with respect to each such account and that it has
full power to make the foregoing acknowledgements, representations and agreements on behalf
of each such account.




9.8 No Representation. Each New Shareholder understands that no representation is made
as to the availability of any exemption from Securities Act registration for the resale of
the Company Shares.




9.9 Execution and Delivery The execution and delivery by such New
Shareholder of the Transaction Documents to which they are a party and performance of its
obligations under Transaction Documents to which they are a party and the consummation of
the transactions contemplated hereby and thereby, (i) has been duly authorized by all
necessary action, (ii) do not, and will not contravene the terms of the governing documents
of such New Shareholder, and (iii) do not conflict with or result in any breach of,
contravention of any law, rule or regulation applicable to such New Shareholder, except to
the extent such contravention, conflict or breach could not reasonably be expected to have a
material adverse effect on its ability to perform its obligations hereunder.




9.10 Approval, Consent or Authorization No approval, consent, authorization,
or other action by, or notice to, or filing with, any governmental authority, is necessary
or required in connection with the execution, delivery or performance by such New
Shareholder or enforcement against such New Shareholder of the Transaction Documents to
which they are a party, other than those that have been obtained or made on or prior to the
Closing, except to the extent such contravention, conflict or breach could not reasonably be
expected to have a material adverse effect on its ability to perform its obligations
hereunder.




9.11 Valid, Binding and Enforceable The applicable Transaction Documents
have been (or, in the case of the Registration Rights Agreement upon execution and delivery
will be) duly executed and delivered by such New Shareholder and constitute (and in the case
of the Registration Rights Agreement will constitute) the legal, valid and binding
obligation of such New Shareholder, enforceable against it in accordance with their terms,
except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability or a ruling of the
bankruptcy court.



33









 





10.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY; REPRESENTATIONS AND WARRANTIES OF THE
BLACKSTONE PARTIES





10.1 Representations and Warranties of the Company.The Company hereby represents and
warrants to each New Shareholder as follows:




     (a) Each of the Company and its Subsidiaries is, and after giving effect to
the Restructuring, will continue to be, duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and each has and
after giving effect to the Restructuring will have full corporate or other power and
authority and all material governmental licenses, authorizations, consents and
approvals necessary to own, lease and operate its property and to conduct the
business in which it is engaged.




     (b) Each of the Company and its Subsidiaries is, and after giving effect to
the Restructuring will be, (i) in compliance with its organizational or governing
documents and (ii) in compliance in all material respects with all requirements of
applicable law.




     (c) The execution, delivery and performance by the Company of the
Transaction Documents and the consummation of the transactions contemplated hereby
and thereby, including without limitation, the issuance of the New Shares (i) are
within the Company’s power and authority and has been duly authorized by all
necessary action, (ii) do not, and will not after giving effect to the
Restructuring, contravene the terms of the Company’s Articles and the Company’s
Bye-laws or other organizational or governing documents or any amendment thereof of
the Company or any of its Subsidiaries, and (iii) do not, and will not after giving
effect to the Restructuring, violate, conflict with or result in any breach of,
contravention of or the creation of any Lien under, any material contractual
obligation of the Company or any of its Subsidiaries or any law, order or decree
applicable to the Company or any of its Subsidiaries.




     (d) No approval, consent, authorization, or other action by, or notice to,
or filing with, any governmental authority or any other Person, is necessary or
required in connection with the execution, delivery or performance by the Company or
enforcement against the Company or any of its Subsidiaries of the Transaction
Documents, other than those that have been obtained or made on or prior to the
Closing.




     (e) The Transaction Documents have been (or, in the case of the
Registration Rights Agreement upon execution and delivery will be) duly
executed and delivered by the Company and constitute (and in the case of the



34









 






Registration Rights Agreement will constitute) the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.




     (f) The Company has delivered to each New Shareholder complete and accurate
copies of the Company’s Articles and the Company’s Bye-laws and such documents
remain in full effect as of the Closing after giving effect to the Restructuring.




     (g) There is no litigation, arbitration, claim or proceeding pending before
any governmental authority or threatened against the Company.




     (h) Other than (i) the direct and indirect ownership of all of the
outstanding equity interest of Travelport Holdings Limited and Travelport Limited
and their respective Subsidiaries, and (ii) the obligations pursuant to the
Transaction Documents, neither the Company nor any of its Subsidiaries (other than
Travelport LLC and its Subsidiaries) have any assets, liabilities, obligations or
operations.




     (i) The Company has delivered to each New Shareholder a complete and
accurate capitalization table setting forth, as of the Closing and after giving
effect to the Restructuring and the transactions contemplated hereby, the total
authorized equity capital of the Company, each class and the number of issued and
outstanding equity capital of the Company and the respective holders thereof and
each class and the number of equity capital reserved for issuance under any equity
incentive or similar plan or any other agreement or arrangement. All Company Shares
that have or shall have been issued after giving effect to the Restructuring and the
transaction contemplated hereby shall have been duly authorized, fully paid,
non-assessable and free and clear from any taxes, liens, charges or encumbrances
except for the obligations and restrictions under this Agreement. Except for the
Management Shares, as of the Closing and after giving effect to the Restructuring
and the transactions contemplated by this Agreement, there are no outstanding
options, warrants or other rights to purchase Company Shares or any other equity
securities of the Company nor is the Company obligated in any manner to issue any
such Company Shares or other equity securities.




10.2 Representations and Warranties of the Blackstone Parties. Each Blackstone Party
hereby represents and warrants as follows:



35









 






     (a) Such Blackstone Party is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization.




     (b) The execution and delivery by such Blackstone Party of the Transaction
Documents to which they are a party and performance of its obligations under
Transaction Documents to which they are a party and the consummation of the
transactions contemplated hereby and thereby, (i) has been duly authorized by all
necessary action, (ii) do not, and will not contravene the terms of the governing
documents of such Blackstone Party, and (iii) do not conflict with or result in any
breach of, contravention of any law, rule or regulation applicable to such
Blackstone Party, except to the extent such contravention, conflict or breach could
not reasonably be expected to have a material adverse effect on its ability to
perform its obligations hereunder.




     (c) No approval, consent, authorization, or other action by, or notice to,
or filing with, any governmental authority, is necessary or required in connection
with the execution, delivery or performance by such Blackstone Party or enforcement
against such Blackstone Party of the Transaction Documents to which they are a
party, other than those that have been obtained or made on or prior to the Closing,
except to the extent such contravention, conflict or breach could not reasonably be
expected to have a material adverse effect on its ability to perform its obligations
hereunder.




     (d) The applicable Transaction Documents have been (or, if applicable, in
the case of the Registration Rights Agreement upon execution and delivery will be)
duly executed and delivered by such Blackstone Party and constitute (and in the case
of the Registration Rights Agreement will constitute) duly executed and delivered by
such Blackstone Party and constitute the legal, valid and binding obligation of such
Blackstone Party, enforceable against it in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability or a ruling
of the bankruptcy court.


11. DEFINITIONS.





For purposes of this Agreement:




11.1 Certain Matters of Construction. In addition to the definitions referred to or set
forth below in this Section 11:




     (a) The words “hereof,” “herein,” “hereunder” and words of similar import
shall refer to this Agreement as a whole and not to any particular Section



36









 






or provision of this Agreement, and reference to a particular Section of this
Agreement shall include all subsections thereof;




     (b) The word “including” shall mean including, without limitation;




     (c) Definitions shall be equally applicable to both nouns and verbs and the
singular and plural forms of the terms defined; and




     (d) The masculine, feminine and neuter genders shall each include the
other.




11.2 Definitions. The following terms shall have the following meanings:



     “Acceptance Notice” shall have the meaning set forth in Section 4.4.4.



     “Addendum Agreement” shall mean an agreement in a form substantially similar to
Exhibit A attached hereto.



     “Additional Shares” shall have the meaning set forth in Section 5.6.



     “Additional Share Distribution” shall have the meaning set forth in Section 5.10(b).



     “Adverse Claim” shall have the meaning set forth in Section 8-102 of the applicable
Uniform Commercial Code.



     “Advisors” the Initial Advisors and OEP (pursuant to the Investment and Cooperation
Agreement).



     “Affiliate” means, when used with respect to a specified Person, any other Person that
directly, or indirectly, through one or more intermediaries, Controls or is Controlled by or is
under common Control with the Person specified, and shall, for purposes of Section 2.2.1(b), be
deemed to include each Person or “group” (within the meaning of Section 13(d)(3) or Section
l4(d)(2) of the Exchange Act, Rule 16a-l(2) under the Exchange Act or any successor provision of
any of these provisions) that, directly or indirectly, through one or more intermediaries,
beneficially owns (within the meaning of Section 13(d)(3) or Section l4(d)(2) of the Exchange Act,
Rule 16a-l(2) under the Exchange Act or any successor provision of any of these provisions) or
Controls 5% or more of the voting stock of the Person specified; provided, however,
that (a) no New Shareholder shall be deemed to be an Affiliate of the Company or any Travelport
Entity or any of their respective Affiliates and (b) neither the Company nor any of its controlled



37









 




Affiliates shall be deemed an Affiliate of (i) if such Person is an investment fund, any other
investment fund the primary investment advisor to which is the primary investment advisor to such
Person or an Affiliate thereof and (ii) if such Person is a natural person, (1) any individual who
received such Person’s Shares pursuant to applicable Laws of descent and distribution or any member
of such Person’s Family Group and (2) any trust the beneficiaries of which, or any corporation,
limited liability company or partnership the stockholders, members or general or limited partners
of which, include only members of such Person’s Family Group (or entities of which the
stockholders, members or general or limited partners of which, include only members of such
Person’s Family Group).




     “Agreement” shall have the meaning set forth in the Preamble.



     “Amendment” shall have the meaning set forth in Section 8.2.



     “beneficial ownership” shall mean beneficial ownership as determined under Rule 13d-3
under the Exchange Act; and the terms “beneficially own” and “beneficial owner” have meanings
correlative to the foregoing.



     “Blackstone Funds” shall means, collectively, Blackstone Family Investment Partnership
(Cayman) V-SMD L.P.; Blackstone Family Investment Partnership (Cayman) V L.P.; Blackstone
Participation Partnership (Cayman) V L.P.; Blackstone Capital Partners (Cayman) V L.P.; Blackstone
Capital Partners (Cayman) V-A L.P.; BCP (Cayman) V-S L.P.; and BCP V Co-Investors (Cayman) L.P. and
each of their successors or assigns of their interests in any Travelport Entity.



     “Blackstone Parties” shall mean and include each Blackstone Fund, TDS, Intermediate
and any other Majority Shareholder Entity.



     “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on
which banks are required or authorized by law to be closed in New York, New York.



     “Change in Control” shall mean any transaction or series of related transactions
(whether by merger, amalgamation, consolidation or sale or transfer of the equity interests or
assets (including stock of its Subsidiaries), or otherwise) as a result of which (i) the Majority
Shareholder no longer has, directly or indirectly, ownership or voting control of equity which
represents more than 50% of the total voting power in any Travelport Entity or (ii) all or
substantially all of the assets of the Company or its Subsidiaries taken as a whole are sold by
lease, license, sale or otherwise.



     “Closing” shall have the meaning set forth in Section 1.1.



38









 





     “Code” shall mean the Internal Revenue Code of 1986, as amended.



     “Company” shall have the meaning set forth in the Preamble.



     “Company’s Articles” shall mean the Company’s Memorandum of Association attached
hereto as Exhibit C, as subsequently amended in accordance with the provisions of this
Agreement.



     “Company’s Bye-laws” shall mean the Bye-laws of the Company attached hereto as
Exhibit D, as subsequently amended in accordance with the provisions of this Agreement.



     “Company Board” shall have the meaning set forth in Section 2.1.1.



     “Company Equity Plan” shall have the meaning set forth in the Recitals.



     “Company PIK Loans” shall have the meaning set forth in Section 5.1.1.



     “Company Shares” shall have the meaning set forth in the Recitals.



     “Control,” including the correlative terms “Controlling”, “Controlled by” and “Under
Common Control with” means possession, directly or indirectly (through one or more intermediaries),
of the power to direct or cause the direction of management or policies (whether through ownership
of securities or any partnership or other ownership interest, by contract or otherwise) of a
Person.



     “Convertible Securities” shall mean any evidence of indebtedness, shares of stock or
other securities or rights (other than Options and Warrants) which are directly or indirectly
convertible into or exchangeable or exercisable for Company Shares.



     “Credit Agreement” means the Third Amended and Restated Credit Agreement, as amended,
among Travelport LLC, as Borrower, Travelport Limited, as parent guarantor, Waltonville Limited, as
intermediate parent guarantor, UBS AG, Stamford Branch, as administrative agent and L/C issuer, UBS
Loan Finance LLC, as swing line lender, and the other agents and other lenders party thereto.



     “Drag Along Notice” shall have the meaning set forth in Section 4.2.1.



     “Drag Along Sale Percentage” shall have the meaning set forth in Section 4.2.



39









 





     “Drag Along Sellers” shall have the meaning set forth in Section 4.2.1.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as in effect from time
to time.



     “Exit Transaction” shall have the meaning set forth in Section 5.5.



     “Family Group,” with respect to any natural person, means (i) the spouse, issue,
parents, grandparents and grandchildren (in each case, whether natural or adopted) of such natural
person and (ii) any trust established solely for the exclusive benefit of such natural person or
any of the Persons referred to in the foregoing clause (i).



     “First Offer Holder” shall have the meaning set forth in Section 4.4.1.



     “First Offer Deadline” shall have the meaning set forth in Section 4.4.2.



     “First Offer Notice” shall have the meaning set forth in Section 4.4.2.



     “Indemnities” shall have the meaning set forth in Section 11.9.



     “Imputed Interest Portion” shall have the meaning set forth in Section 5.10(b).



     “Imputed Interest Shares” shall have the meaning set forth in Section 5.10(b).



     “Independent Third Party” means any Person or group (within the meaning of Section
13(d)(3) of the Exchange Act) that is not one of the Travelport Entities (or any Affiliate, or any
officer, director, or employee of such Travelport Entities or its Affiliates).



     “Initial Advisors” shall mean Blackstone Management Partners L.L.C. (formerly known as
Blackstone Management Partners V L.L.C.) and TCV VI Management L.L.C.



     “Initial Public Offering” shall mean the initial firm commitment underwritten Public
Offering registered under the Securities Act or equivalent foreign securities laws (other than a
registration statement on Form F-4, Form S-4 or Form S-8 (or any similar or successor form or
equivalent foreign form)).



40









 





     “Investment and Cooperation Agreement” shall mean the Investment and Cooperation
Agreement, dated as of December 7, 2006, among TDS, the Company and OEP.



     “IPO Transaction” shall have the meaning set forth in Section 5.5.



     “Intermediate” shall have the meaning set forth in the Recitals.



     “Limited Board” shall have the meaning set forth in Section 2.1.1.



     “Lockup Party” shall mean Angelo, Gordon & Co., Q5-R5 Trading, Ltd. and R2 Top Hat,
Ltd and any of their Affiliates who are also New Shareholders.



     “Majority Shareholder” shall mean, collectively, Blackstone Capital Partners (Cayman)
V L.P.; Blackstone Capital Partners (Cayman) V-A L.P.; BCP (Cayman) V-S L.P.; Blackstone Family
Investment Partnership (Cayman) V L.P.; Blackstone Family Investment Partnership (Cayman) V-SMD
L.P.; Blackstone Participation Partnership (Cayman) V L.P.; BCP V Co-Investors (Cayman) L.P., TCV
VI (Cayman), L.P., TCV Member Fund (Cayman), L.P., OEP TP, Ltd and each of their respective
successors and assigns with respect to their interests in any Travelport Entity, and any Person (or
such Person’s successors and assigns) which Controls any of the foregoing Persons.



     “Majority Shareholder Entity” shall mean TDS, and, if the Majority Shareholder holds
its equity interest in the Company indirectly through an entity other than TDS, such entity.



     “Management Agreement” shall mean the Transaction Monitoring and Fee Agreement (as
amended or modified from time to time), dated as of August 23, 2006, among Travelport LLC and the
Initial Advisors.



     “Management Shares” shall have the meaning set forth in the recitals.



     “New Issue Offer Notice” shall have the meaning set forth in Section 4.5.1.



     “New Securities” shall mean any equity securities of the Company, whether or not
currently authorized, as well as rights, options, or warrants to purchase such equity securities,
or securities of any type whatsoever that are, or may become, convertible or exchangeable into or
exercisable for such equity securities.



     “New Shareholder Directors” shall have the meaning set forth in Section 2.1.2(b).



41









 





     “New Shareholders” shall have the meaning set forth in the Preamble.



     “New Shares” shall have the meaning set forth in the Recitals.



     “Non-Recognition Treatment” shall have the meaning set forth in Section 5.5.



     “NYSE” shall mean the New York Stock Exchange.



     “OEP” shall mean OEP TP, Ltd.



     “Options” shall mean any options to subscribe for, purchase or otherwise directly
acquire Company Shares, other than any such option held by the Company or any right to purchase
shares pursuant to this Agreement.



     “Outstanding Company Shares” shall mean as of the time of determination, the issued
and outstanding Company Shares as of such time, including any Company Shares into which any
outstanding Options, Warrants or Convertible Securities may be exercised, convertible or
exchangeable (treating such Options, Warrants or Convertible Securities as a number of outstanding
Company Shares for which or into which such Convertible Securities may at the time be converted for
all purposes of this Agreement except as otherwise specifically set forth herein). For purposes of
determining the percentage of Outstanding Company Shares beneficially owned by the New Shareholders
in this Agreement, (A) the numerator used to calculate such percentage shall include all New Shares
beneficially owned by such Shareholders at the time of determination and (B) the denominator used
to calculate such percentage shall include all Outstanding Company Shares, but exclude all
Management Shares and all Company Shares into which any outstanding Options, Warrants or
Convertible Securities held by employees, directors, officer, or consultants may be exercised,
convertible or exchangeable.



     “Ownership Change” shall have the meaning set forth in Section 5.6.



     “Participating Seller” shall have the meaning set forth in Sections 4.1.2 and 4.2.1.



     “Person” shall mean any individual, partnership, corporation, company, association,
trust, joint venture, limited liability company, unincorporated organization, entity or division,
or any government, governmental department or agency or political subdivision thereof.



     “Pro Rata Portion” shall mean, subject to adjustments in Section 4.3.3, with respect
to each Tag Along Seller, a number of Company Shares equal to the aggregate number of Company
Shares that the Prospective Buyer is willing to purchase in the proposed Sale, multiplied by a



42









 




fraction, the numerator of which is the aggregate number of Company Shares held by such Tag
Along Seller and the denominator of which is the aggregate number of Company Shares held by all Tag
Along Sellers.




     “Prospective Buyer” shall mean any Person proposing to purchase or otherwise acquire
Company Shares or other equity from a Prospective Selling Shareholder, as applicable.



     “Prospective Selling Shareholder” shall mean:



     (a) for purposes of Section 4.1, any Blackstone Party or any other entity set forth in the
definition of “Majority Shareholder” that proposes to Transfer equity in such Travelport Entity to
any Prospective Buyer; and



     (b) for purposes of Section 4.2, any Person or group of Persons beneficially owning a majority
of the equity of any Travelport Entity and who has elected to exercise the drag along right
provided by such Section.



     “Public Offering” shall mean a public offering and sale of Company Shares by the
Company (or any successor) pursuant to an effective registration statement under the Securities Act
and/or in compliance with equivalent applicable foreign securities laws.



     “Registration Rights Agreement” shall mean the Registration Rights Agreement to be
entered into by the relevant Travelport Entity and the New Shareholders as contemplated by Section
5.7(a) in the form attached hereto as Exhibit B.



     “Requisite Shareholder Approval” shall mean (i) where a matter set forth in Section
2.2 does not involve material non-public information, the written approval of the New Shareholders
holding a majority of New Shares beneficially owned at the time of determination by all of the New
Shareholders who voted on such matter, provided that such majority includes at least 37.5%
of the New Shares beneficially owned at the time of determination by all of the New Shareholders or
(ii) where a matter set forth in Section 2.2 involves material non-public information, (x) the
written approval of the New Shareholders holding a majority of New Shares beneficially owned at the
time of determination by the New Shareholders who (A) affirmed their confidentiality obligations as
described in Section 2.2.3 and (B) voted on such matter and (y) the approval of one of the New
Shareholder Directors.



     “Restructuring” shall have the meaning set forth in the Recitals.



43









 





     “Restructuring Support Agreement” shall mean the restructuring support agreement,
dated September 17, 2011, among the Company, Travelport Holdings Limited, TDS Investor (Cayman)
L.P. and each Consenting Lender (as defined therein) party thereto, as amended.



     “Rule 144” shall mean Rule 144 under the Securities Act (or any successor rule).



     “Sale” shall mean a Transfer for value and the terms “Sell” and “Sold”
shall have correlative meanings.



     “Sale Notice” shall have the meaning set forth in Section 4.1.1.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Second Lien Opco Term Loan” shall mean the loans under second lien credit agreement,
dated on or about the date of this Agreement, among Travelport LLC, Travelport Limited, TDS
Investor (Luxembourg) S.a.r.l., Credit Suisse AG, Cayman Islands Branch, as administrative agent
and the lenders from time to time party thereto.



     “Securities Act” shall mean the United States Securities Act of 1933, as in effect
from time to time.



     “Shareholders” shall mean the New Shareholders and Intermediate, and any successors
and permitted transferees.



     “Shares” shall mean the Company Shares and any other classes of ordinary or preferred
shares of the Company; provided that for purposes of the definition of Transfer for
Sections 4.1 and 4.2, Shares shall include any equity interests in any of the Travelport Entities
held by any Prospective Selling Shareholder.



     “Strategic Investor” shall mean, with respect to any proposed Transfer, (a) any Person
that is reasonably determined, in good faith, by the Company Board to be a direct competitor of the
Company or any of its Subsidiaries or a potential strategic investor in a Travelport Entity or any
of its or their Subsidiaries, (b) a vendor, supplier or customer, of the primary business products
and services of the Company and its Subsidiaries, including, but not limited to, vendors, suppliers
and customers in the hotel, car rental, airline and data center industries and (c) any Affiliate of
any such Person specified in clause (a) or (b).



     “Subject Shares” shall have the meaning set forth in 4.4.1.



44









 





     “Subsidiary” means, with respect to any Person, any company, corporation, partnership,
limited liability company, association, joint venture or other business entity of which (i) if a
company or corporation, at least 50% of the total voting power of shares entitled (irrespective of
whether, at the time, shares of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or
(ii) if a partnership, limited liability company, association, joint venture or other business
entity, at least 50% of the partnership, joint venture or other similar ownership interest thereof
is at the time owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, references to a
“Subsidiary” of any Person shall be given effect only at such times that such Person has one or
more Subsidiaries, and, unless otherwise indicated herein, the term “Subsidiary,” shall refer to a
Subsidiary of the Company.



     “Tag Along Deadline” shall have the meaning set forth in Section 4.1.2.



     “Tag Along Holder” shall have the meaning set forth in Section 4.1.1.



     “Tag Along Notice” shall have the meaning set forth in Section 4.1.1.



     “Tag Along Offer” shall have the meaning set forth in Section 4.1.2.



     “Tag Along Sale Percentage” shall have the meaning set forth in Section 4.1.1(a).



     “Tag Along Sellers” shall have the meaning set forth in Section 4.1.2.



     “TDS” shall have the meaning set forth in the Preamble.



     “Third-Party Claim” shall have the meaning set forth in Section 12.7.



     “Transaction Documents” shall mean this Agreement and upon execution and delivery by
the parties thereto, the Registration Rights Agreement.



     “Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or
disposition of any Company Shares or Shares to any other Person, whether directly, indirectly,
voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.



45









 





     “Travelport Entities” shall mean TDS, Intermediate and the Company or any other
entities formed above the Company and below the Majority Shareholder Entity.



     “Travelport Entity Sale” shall mean any transaction whereby an Independent Third Party
acquires directly or indirectly either (i) 100% of the equity of the Company or (ii) all or
substantially all of the assets of the Company, by merger, amalgamation, consolidation, sale or
transfer.



     “Travelport Guarantor” shall mean Travelport Guarantor LLC, a Delaware limited
liability company.



     “Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly
acquire Company Shares.


12. MISCELLANEOUS.





12.1 Survival of Representations; Effect. Each party hereto acknowledges and agrees that
such party’s representations and warranties contained in this Agreement shall survive the
Closing. This Agreement does not, and shall not be construed to, give rise to the creation
of a partnership among any of the parties hereto, or to constitute any of such parties
members of a joint venture, group or other association.




12.2 Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given, delivered
and effective on the earliest of (i) the date of receipt of confirmation of transmission, if
such notice or communication is delivered via facsimile at the facsimile telephone number
specified in this Section 12.2 prior to 5:00 p.m. (New York time) on a Business Day, (ii)
the Business Day after the date of receipt of confirmation of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number specified in
this Agreement later than 5:00 p.m. (local time for the recipient) on any Business Day and
earlier than 11:59 p.m. (local time for the recipient) on the day preceding the next
Business Day, (iii) one (1) Business Day after being sent, if sent by nationally recognized
overnight courier service (charges prepaid), (iv) the date of receipt of a non-automated
reply email confirming receipt, if sent via email, or (v) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and communications
shall be as follows (or such other address as any such party shall designate by written
notice to the other parties):



46









 






If to the Company:


Travelport Worldwide Limited

22 Elm Place

Rye, New York 10580

Telephone: (973) 939-1620

Facsimile: (914) 967-0128

Attention: Eric Bock

E-mail: Eric.Bock@travelport.com





and with a copy to (which shall not constitute notice):


Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036

Facsimile: (212) 735-2000

Attention: Gregory A. Fernicola and Andrea L. Nicolas

E-mail: Gregory.Fernicola@skadden.com and 

             Andrea.Nicolas@skadden.com





If to Intermediate:


Travelport Intermediate Limited

22 Elm Place

Rye, New York 10580

Telephone: (973) 939-1620

Facsimile: (973) 939-1620

Attention: Eric Bock

E-mail: Eric.Bock@travelport.com







47









 









If to Travelport Holdings Limited:


Travelport Holdings Limited

22 Elm Place

Rye, New York 10580

Telephone: (973) 939-1620

Facsimile: (973) 939-1620

Attention: Eric Bock

E-mail: Eric.Bock@travelport.com





If to Travelport Limited:


Travelport Limited

22 Elm Place

Rye, New York 10580

Telephone: (973) 939-1620

Facsimile: (973) 939-1620

Attention: Eric Bock

E-mail: Eric.Bock@travelport.com





If to any Blackstone Entity or any Advisor:


Such Blackstone Entity or Advisor

c/o The Blackstone Group

345 Park Avenue

New York, New York 10154

Attention: Martin Brand

Telephone: (212) 583-5120

Facsimile: (212) 583-5483

Email: Brand@blackstone.com





With a copy (which copy shall not constitute notice) to:


Simpson Thacher & Bartlett LLP

425 Lexington Ave.

New York, NY 10017

Attention: William E. Curbow

Telephone: (212) 455-3160

Facsimile: (212) 455-2502

Email: wcurbow@stblaw.com





If to the New Shareholders, at such names and addresses on Schedule I.




12.3 Binding Effect, Etc.Except for the Company’s Articles, the Company’s Bye-laws, and
upon execution and delivery by the parties named therein, the Registration Rights Agreement,
this Agreement constitutes the entire agreement of the parties with respect to its subject
matter,
supersedes all prior written agreements or contemporaneous oral agreements or discussions,
in each case, with respect to such subject matter, including the



48









 







term sheet attached as
Exhibit A to the Restructuring Support Agreement, and shall be binding upon and inure to the
benefit of the parties hereto and their respective successors. In the event of any
conflict, inconsistency or discrepancy between this Agreement and the Company’s Articles or
the Company’s Bye-laws, the terms of this Agreement shall prevail.




12.4 Descriptive Heading. The descriptive headings of this Agreement are for convenience
of reference only, are not to be considered a part hereof and shall not be construed to
define or limit any of the terms or provisions hereof.




12.5 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one
instrument.




12.6 Severability. In the event that any provision hereof would, under applicable law,
be invalid or unenforceable in any respect, such provision shall be construed by modifying
or limiting it so as to be valid and enforceable to the maximum extent compatible with, and
possible under, applicable law. The provisions hereof are severable, and in the event any
provision hereof should be held invalid or unenforceable in any respect, it shall not
invalidate, render unenforceable or otherwise affect any other provision hereof.




12.7 No Third Party Beneficiaries. Nothing in this Agreement is intended to confer upon
any Person other than the parties hereto any rights or remedies hereunder.


13. GOVERNING LAW.





13.1 Governing Law. This Agreement and all claims arising out of or based upon this
Agreement or relating to the subject matter hereof shall be governed by and construed in
accordance with the domestic substantive laws of the State of New York without giving effect
to any choice or conflict of laws provision or rule that would cause the application of the
domestic substantive laws of any other jurisdiction.




13.2 Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a)
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the State of New York for the purpose of any action, claim, cause of action or
suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of
or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to
the extent not prohibited by applicable law, and agrees not to assert, and agrees not to
allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any
such action, any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or execution, that
any such proceeding brought in one of the above-named courts is improper, or that this
Agreement or the subject matter hereof or thereof may not be enforced in or by such court
and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit
(in contract, tort or otherwise), inquiry, proceeding or investigation arising
out of or based upon this Agreement or relating to the subject matter hereof or thereof



49









 







other than before one of the above-named courts nor to make any motion or take any other
action seeking or intending to cause the transfer or removal of any such action, claim,
cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or
investigation to any court other than one of the above-named courts whether on the grounds
of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any
party hereto is or becomes a party in any litigation in connection with which it may assert
indemnification rights set forth in this agreement, the court in which such litigation is
being heard shall be deemed to be included in clause (a) above. Notwithstanding the
foregoing, any party to this Agreement may commence and maintain an action to enforce a
judgment of any of the above-named courts in any court of competent jurisdiction. Each party
hereto hereby consents to service of process in any such proceeding in any manner permitted
by New York law, and agrees that service of process by registered or certified mail, return
receipt requested, at its address specified pursuant to Section 12.2 hereof is reasonably
calculated to give actual notice.




13.3 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT
BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS
PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY
ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY,
PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS
CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY
HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION
12.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING
INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION 13.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE
WAIVER OF ITS RIGHT TO TRIAL BY JURY.




13.4 Exercise of Rights and Remedies. No delay of or omission in the exercise of any
right, power or remedy accruing to any party as a result of any breach or default by any
other party under this Agreement shall impair any such right, power or remedy, nor shall it
be construed as a waiver of or acquiescence in any such breach or default, or of any similar
breach or default occurring later; nor shall any such delay, omission nor waiver of any
single breach or default be deemed a waiver of any other breach or default occurring before
or after that waiver.



50









 





     IN WITNESS WHEREOF, the parties have executed this Shareholder Agreement on the day and year
first written above.



	 	 	 	 	 
	 	COMPANY



Travelport Worldwide Limited

 	 
	 	By:  	/s/ Rochelle Boas
 	 
	 	 	Name:  	Rochelle Boas 	 
	 	 	Title:  	Senior Vice President and Assistant Secretary 	 
	 
	 	INTERMEDIATE



Travelport Intermediate Limited

 	 
	 	By:  	/s/ Rochelle Boas
 	 
	 	 	Name:  	Rochelle Boas 	 
	 	 	Title:  	Senior Vice President and Assistant Secretary 	 
	 
	 	TRAVELPORT HOLDINGS LIMITED



Travelport Holdings Limited

 	 
	 	By:  	/s/ Rochelle Boas
 	 
	 	 	Name:  	Rochelle Boas 	 
	 	 	Title:  	Senior Vice President and Assistant Secretary 	 
	 
	 	TRAVELPORT LIMITED



Travelport Limited

 	 
	 	By:  	/s/ Rochelle Boas
 	 
	 	 	Name:  	Rochelle Boas 	 
	 	 	Title:  	Senior Vice President and Assistant Secretary 	 



 









 







	 	 	 	 	 
	 	BLACKSTONE FUNDS




BLACKSTONE CAPITAL PARTNERS (CAYMAN) V L.P.
 	 
	 	By:  	Blackstone Management Associates (Cayman) V L.P., its General Partner
 	 
	 	By:  	                       BCP V GP L.L.C., its General Partner
 	 
	 
	 	 	 
	 	By:  	/s/ Chinh Chu
 	 
	 	 	Name:  	Chinh Chu 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	BLACKSTONE CAPITAL PARTNERS (CAYMAN) V-A L.P.
 	 
	 	By:  	Blackstone Management Associates (Cayman) V L.P.,
its General Partner
 	 
	 	By:  	BCP V GP L.L.C., its General Partner
 	 
	 
	 	 	 
	 	By:  	/s/ Chinh Chu
 	 
	 	 	Name:  	Chinh Chu 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	BCP (CAYMAN) V-S L.P.
 	 
	 	By:  	Blackstone Management Associates (Cayman) V L.P., 
 its General Partner
 	 
	 	By:  	BCP V GP L.L.C., its General Partner
 	 
	 
	 	 	 
	 	By:  	                /s/ Chinh Chu
 	 
	 	 	Name:  	Chinh Chu 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	BCP V CO-INVESTORS (CAYMAN) L.P.
 	 
	 	By:  	Blackstone Management Associates (Cayman) V L.P.,
its General Partner
 	 
	 	By:  	BCP V GP L.L.C., its General Partner
 	 
	 
	 	 	 
	 	By:  	/s/ Chinh Chu
 	 
	 	 	Name:  	Chinh Chu 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V
L.P.
 	 
	 	By:  	BCP V GP L.L.C., its General Partner
 	 
	 
	 	By:  	/s/ Chinh Chu
 	 
	 	 	Name:  	Chinh Chu 	 
	 	 	Title:  	Senior Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN)
V-SMD L.P.
 	 
	 	By:  	BCP V GP L.L.C., its General Partner
 	 
	 	 	 
	 	By:  	/s/ Chinh Chu
 	 
	 	 	Name:  	Chinh Chu 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	BLACKSTONE PARTICIPATION PARTNERSHIP (CAYMAN) V L.P.
 	 
	 	By:  	BCP V GP L.L.C., its General Partner
 	 
	 
	 	 	 
	 	By:  	/s/ Chinh Chu
 	 
	 	 	Name:  	Chinh Chu 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	TDS




TDS Investor (Cayman) L.P.

 	 
	 	By:  	/s/ Rochelle Boas
 	 
	 	 	Name:  	Rochelle Boas 	 
	 	 	Title:  	Senior Vice President and Assistant Secretary 	 



 









 







	 	 	 	 	 
	 	SOLELY FOR THE PURPOSE OF SECTION 5.8:




Blackstone Management Partners V L.L.C.

 	 
	 	By:  	/s/ Chinh Chu
 	 
	 	 	Name:  	Chinh Chu 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	TCV VI Management L.L.C.

 	 
	 	By:  	/s/ Frederic Fenton
 	 
	 	 	Name:  	Frederic Fenton 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	OEP TP, Ltd.

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	 	 



 









 






NEW SHAREHOLDERS





     Name of New Shareholder:



	 	 	 	 	 
	 	AG SUPER FUND INTERNATIONAL PARTNERS, L.P.

 	 
	 	By:  	AG Super Fund International LLC, its
 General Partner
 	 
	 	 	 
	 	By:  	Angelo, Gordon & Co., L.P., its Manager
 	 
	 	 	 
	 	by  	/s/ D. Forest Wolfe
 	 
	 	 	Name:  	D. Forest Wolfe 	 
	 	 	Title:  	General Counsel 	 



 









 








     Name of New Shareholder:


Silver Oak Capital, L.L.C., as Nominee for:




	 	 	 	 	 
	 	AG MM, L.P.

AG Capital Recovery Partners VI, L.P.

AG Capital Recovery Partners, VII, L.P.

AG Eleven Partners, L.P.

AG Garden Partners, L.P.

Nutmeg Partners, L.P.

AG Princess, L.P.

AG Super Fund L.P.

 	 
	 	by  	/s/ D. Forest Wolfe
 	 
	 	 	Name:  	D. Forest Wolfe 	 
	 	 	Title:  	General Counsel 	 



 









 







     Name of New Shareholder:



	 	 	 	 	 
	 	Q5-R5 TRADING, LTD.

 	 
	 	By:  	Q Global Capital Management, L.P., as
 Investment Manager
 	 
	 	 	 	 
	 	 	 
	 	By:  	Q Global Advisors, LLC, its General
 Partner
 	 
	 
	 	 	 
	 	by  	   /s/ Noel Nesser
 	 
	 	 	Name:  	Noel Nesser 	 
	 	 	Title:  	CFO & Treasurer 	 



 









 








     Name of New Shareholder:



	 	 	 	 	 
	 	R2 TOP HAT, LTD.

 	 
	 	By:  	Amalgamated Gadget, L.P., as
 Investment Manager
 	 
	 	 	 	 
	 	 	 
	 	By:  	Scepter Holdings, In., its General Partner
 	 
	 
	 	by  	   /s/ Noel Nesser
 	 
	 	 	Name:  	Noel Nesser 	 
	 	 	Title:  	CFO & Treasurer 	 
	 



[THE REMAINDER OF THE NEW SHAREHOLDERS’ SIGNATURE PAGES ARE

INTENTIONALLY LEFT BLANK]






 









 





Schedule I




TRAVELPORT WORLDWIDE LIMITED



Share Ownership Information



[As distributed to individual shareholders]


















 








Exhibit A




FORM OF ADDENDUM AGREEMENT




     This Addendum Agreement is made this ___ day of _____________, 201__, by and between
_____________________ (the “Transferee”), ______________ (the “Transferor”) and
Travelport Worldwide Limited, a Bermuda exempted company (the “Company”), pursuant to the
terms of that certain Shareholders’ Agreement dated as of _____, 2011, including all exhibits and
schedules thereto, as such agreement may have been amended from time to time (the
“Agreement”), by and among the Company, Travelport Intermediate Limited and the shareholder
signatories thereto. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.



WITNESSETH:




     WHEREAS, the Company and the Shareholders entered into the Agreement to impose certain
restrictions and obligations upon themselves, and to provide certain rights, with respect to the
Company, the Shareholders and the Shares;



     WHEREAS, the Transferee is acquiring Shares pursuant to a Transfer, in accordance with the
Agreement; and



     WHEREAS, the Company and the Shareholders have required in the Agreement that all Persons to
whom Shares are Transferred by New Shareholders must enter into an Addendum Agreement binding the
Transferee to the Agreement to the same extent as if such Transferee were an original party thereto
and imposing the same restrictions and obligations on the Transferee and the Shares to be acquired
by the Transferee as are imposed upon New Shareholders under the Agreement.



     NOW, THEREFORE, in consideration of the mutual promises of the parties and as a condition of
the purchase or receipt by the Transferee of the Shares, the Transferee acknowledges and agrees as
follows:



     1. The Transferee has received and read the Agreement and acknowledges that the Transferee
is acquiring the Shares in accordance with and subject to the terms and conditions of the
Agreement.



 









 





     2. The Transferee represents and warrants, as of the date hereof, to the Company and the
Shareholders as follows:




     (a) the Transferee has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder, and the execution, delivery, and
performance by such Transferee of this Agreement have been duly authorized by all necessary
action;




     (b) this Agreement has been duly and validly executed and delivered by such
Transferee and constitutes the binding obligation of such Transferee enforceable against
such Person in accordance with its terms;




     (c) the execution, delivery, and performance by such Transferee of this Agreement
will not, with or without the giving of notice or the lapse of time, or both, (i) violate
any provision of law to which such Person is subject, (ii) violate any order, judgment, or
decree applicable to such Person, or (iii) conflict with, or result in a breach or default
under, any agreement or other instrument to which such Person is a party or any term or
condition of its certificate of incorporation or by-laws, certificate of limited partnership
or partnership agreement, certificate of formation or limited liability company agreement,
as applicable, except where such conflict, breach or default would not reasonably be
expected to, individually or in the aggregate, have an adverse effect on such Person’s
ability to satisfy its obligations hereunder;




     (d) no consent, approval, permit, license, order or authorization of, filing with,
or notice or other action to, with or by any governmental authority or any other Person, is
necessary, on the part of such Transferee to perform its obligations hereunder or to
authorize the execution, delivery and performance by such Transferee of its obligations
hereunder, except where such consent, approval, permit, license, order, authorization,
filing or notice would not reasonably be expected to, individually or in the aggregate, have
an adverse effect on such Transferee’s ability to satisfy its obligations hereunder or under
any agreement or other instrument to which such Transferee is a party;




     (e) such Transferee is a “qualified institutional buyer” within the meaning of Rule
144A promulgated under the Securities Act;




     (f) such Transferee understands that the Shares are being offered in a transaction
not involving any public offering within the meaning of the Securities Act, that the Shares
have not been registered under the Securities Act and that (i) such securities may be
offered, resold, pledged or otherwise Transferred only (A) pursuant to an exemption from
registration under the Securities Act, (B) to the Company or any of its subsidiaries or (C)
pursuant to an effective registration statement and, in each case, in compliance with the
limitations herein and in the Company’s Bye-Laws (as may be amended from time to time) and
any applicable securities laws of any State of the United States or any other applicable
jurisdiction and (ii) such Transferee will, and each subsequent Transferee is required to,
notify any later purchaser from it of the resale restrictions described in (i) above and any
later purchaser shall be subject to such resale restrictions and (iii) the approval of the
Bermudan Monetary Authority, if applicable;



 









 






     (g) such Transferee confirms that (i) the Transferee has requisite knowledge and
experience in financial and business matters so that it is capable of evaluating the merits
and risks of acquiring Shares and the Transferee and any accounts for which it is acting are
each able to bear the economic risks of its or their investment, including a complete loss
of the investment, (ii) the Transferee is not acquiring Shares with a view to any
distribution of Shares; provided that the disposition of its property and the property of
any accounts for which the Transferee is acting as fiduciary shall remain at all times
within its control and (iii) the Transferee acknowledges that it has had access to the
financial and other information, and has been afforded the opportunity to ask questions of
representatives of the Company and receive answers to those questions, as it deemed
necessary in connection with its investment in the Company;




     (h) such Transferee understands that the Shares will bear the legends set out in
Sections 7.1 and 7.2 of the Agreement;




     (i) such Transferee acknowledges that none of the Majority Shareholder, Travelport
Entities nor any person representing us has made any representations to it with respect to
the Shares, the Company, the Restructuring or the Company’s financial condition or results
of operations or cash flows;




     (j) such Transferee agrees that it will deliver to each person to whom it proposes
to Transfer Shares notice of the restrictions on Transfer of the Shares and any such
transferee shall be deemed to have acknowledged any such restrictions upon such Transfer and
such acknowledgement is a condition of such Transfer;




     (k) such Transferee acknowledges that the Majority Shareholder, the Travelport
Entities and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of the foregoing acknowledgements,
representations or agreements deemed to have been made by it are no longer accurate, it
shall promptly notify us. If the Transferee is acquiring any Shares as a fiduciary or agent
for one or more investor accounts, such Transferee represents that it has sole investment
discretion with respect to each such account and that it has full power to make the
foregoing acknowledgements, representations and agreements on behalf of each such account;




     (l) such Transferee understands that no representation is made as to the
availability of any exemption from Securities Act registration for the resale of the Shares;
and




     (m) such Transferee does not have any liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the execution, delivery or
performance of this Agreement by such Transferee.



     3. The Transferee agrees that the Shares acquired or to be acquired by the Transferee are
bound by and subject to all of the terms and conditions of the Agreement, and hereby joins in, and
agrees to be bound, by, and shall have the benefit of (subject to Section 3.4 of the Agreement),
all of the terms and conditions of the Agreement to the same extent as if the



 









 




Transferee were an original party to the Agreement; provided, however, that the Transferee’s
joinder in the Agreement shall not constitute admission of the Transferee unless and until the
Company executes this Agreement confirming the due admission of the Transferee. This Addendum
Agreement shall be attached to and become a part of the Agreement.




     4. For good and valuable consideration, the sufficiency of which are hereby acknowledged
by the Transferor and the Transferee, the Transferor hereby transfers and assigns absolutely to the
Transferee [all of its Shares] [such portion of its Shares as is specified below], including, for
the avoidance of doubt, all rights, title and interest in and to such Shares, with effect from the
date hereof.



     5. The Transferee hereby agrees to accept the Shares of the Transferor and hereby agrees
and consents to become a New Shareholder.



     6. It is hereby confirmed by the Transferor that the Transferor has complied in all
respects with the provisions of the Agreement with respect to the transfer of the Shares. The
number of Shares currently held by the Transferor, and to be transferred and assigned pursuant to
this Addendum Agreement, are as follows:



Number of Shares




[                                ]




     7. Any notice required as permitted by the Agreement shall be given to Transferee at the
address listed beneath the Transferee’s signature below.



     8. This Addendum Agreement shall be governed by and construed in accordance with the
domestic substantive laws of the State of New York without giving effect to any choice or conflict
of laws provision or rule that would cause the application of the domestic substantive laws of any
other jurisdiction.



 









 





	 	 	 	 	 
	 	[TRANSFEREE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 
	 	[TRANSFEROR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ACKNOWLEDGED AND ACCEPTED:



TRAVELPORT WORLDWIDE LIMITED

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 







Exhibit B




FORM OF REGISTRATION RIGHTS AGREEMENT




 











 





EXHIBIT B




 





REGISTRATION RIGHTS AGREEMENT




among



THE SHAREHOLDERS REFERRED TO HEREIN



and



[•]



 






Dated as of [•]



 




 









 





Table of Contents




	 	 	 	 	 

	1. Certain Definitions
	 	 	1	 
	2. Shelf Registration Statements
	 	 	4	 
	3. Piggyback Registrations
	 	 	5	 
	4. Holdback Agreements
	 	 	7	 
	5. Registration Procedures
	 	 	7	 
	6. Registration Expenses
	 	 	11	 
	7. Indemnification
	 	 	11	 
	8. Transfer of Registration Rights to Permitted Transferees
	 	 	14	 
	9. Miscellaneous
	 	 	14	 








 









 








     REGISTRATION RIGHTS AGREEMENT dated as of •, among [•] (the “Company”), Travelport
Intermediate Limited, a Bermuda exempted company (“Travelport Intermediate”) and the parties listed
under the heading “New Shareholders” on the signature pages hereto (the “New Shareholders” and,
together with Travelport Intermediate, the “Shareholders”).



     In consideration of the mutual covenants and agreements herein contained and other good and
valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to
this Agreement hereby agree as follows:



     1. Certain Definitions.



     In addition to the terms defined elsewhere in this Agreement, the following terms shall have
the following meanings:



     “Affiliate” means, with respect to any Person, any other Person that directly, or
indirectly, through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified. “Control” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a Person whether through
the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto. Notwithstanding anything herein to the contrary, no New
Shareholder shall be deemed to be an Affiliate of the Company, any Affiliate of the Company of any
other Person that would be deemed to be an Affiliate of the Company pursuant to this definition.



     “Agreement” means this Registration Rights Agreement, including all amendments,
modifications and supplements and any exhibits or schedules to any of the foregoing, and shall
refer to this Registration Rights Agreement as the same may be in effect at the time such reference
becomes operative.



     “Business Day” means any day, except a Saturday, Sunday or legal holiday on which
banking institutions in The City of New York are authorized or obligated by law or executive order
to close.



     “Closing Date” has the meaning set forth in the Shareholders’ Agreement.



     “Company Shares” means common shares with par value [•] per share of the Company.



     “Company” has the meaning set forth in the introductory paragraph and includes any
other person referred to in Section 9(d) hereof.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “FINRA” means the Financial Industry Regulatory Authority Inc. or any successor
thereof.



1









 





     “Governmental Entity” means any national, federal, state, municipal, local,
territorial, foreign or other government or any department, commission, board, bureau, agency,
regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral
body or public or private tribunal.



     “Initial Public Offering” has the meaning set forth in the Shareholders’ Agreement.



     “Initiating Shareholders” has the meaning set forth in Section 2(a) hereof.



     “Outstanding Company Shares” has the meaning set forth in the Shareholders’ Agreement.



     “Person” means any individual, sole proprietorship, partnership, limited liability
company, joint venture, trust, unincorporated organization, association, corporation, institution,
public benefit corporation, Governmental Entity or any other entity.



     “Piggyback Registration” has the meaning set forth in Section 3(a) hereof.



     “Piggyback Registration Statement” has the meaning set forth in Section 3(a) hereof.



     “Prospectus” means the prospectus or prospectuses forming a part of, or deemed to form
a part of, or included in, or deemed included in, any Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Company Shares covered by such Registration Statement and by all other
amendments and supplements to the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus or prospectuses and including any disclosure document
required for an Initial Public Offering or subsequent offering of shares outside the U.S.



     “Registrable Company Shares” means any Company Shares beneficially owned by any
Shareholders, including those issued as Share Consideration, and any other security into or for
which Company Shares have been converted, substituted or exchanged and any security issued or
issuable with respect thereto upon any stock dividend or stock split. Notwithstanding the
foregoing, any and all securities referred to in the immediately preceding sentence that at any
time after the date hereof (a) have been sold pursuant to an effective registration statement or
Rule 144 under the Securities Act, (b) have been sold in a transaction where a subsequent public
distribution of such securities would not require registration under the Securities Act or (c) are
not outstanding shall cease to be Registrable Company Shares for all purposes of this Agreement and
the Company’s obligations regarding Registrable Company Shares hereunder shall cease to apply with
respect to such security.



     “Registration Expenses” has the meaning set forth in Section 6(a) hereof.



2









 





     “Registration Statement” means any registration statement of the Company that covers
any of the Registrable Company Shares pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all materials incorporated by reference or deemed to be incorporated
by reference, if any, in such Registration Statement and including any disclosure document required
for an Initial Public Offering or subsequent offering of shares outside the U.S.



     “Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as
such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the SEC as a replacement thereto having substantially the same effect as such rule.



     “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as
such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the SEC as a replacement thereto having substantially the same effect as such rule.



     “SEC” means the United States Securities and Exchange Commission.



     “Securities Act” means the United States Securities Act of 1933, as in effect from
time to time.



     “Share Consideration” means, collectively, the Company Shares received by the New
Shareholders pursuant to Section 5.5 of the Shareholders’ Agreement upon an Initial Public Offering
of the Company.



     “Shareholder” has the meaning set forth in the introductory paragraph. References
herein to a Shareholder shall apply to its transferees.



     “Shareholders’ Agreement” means the Shareholders’ Agreement, dated as of October 3,
2011, among Travelport Worldwide Limited, a Bermuda exempted company, Travelport Holdings Limited,
a Bermuda exempted company, Travelport Limited, a Bermuda exempted company, Travelport
Intermediate, the parties listed under the heading “New Shareholders” on the signature pages
thereto, the Blackstone Funds (as defined in the Shareholders’ Agreement), TDS Investor (Cayman),
L.P., a Cayman island limited partnership, and the other signatories party thereto.



     “Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof.



     “Suspension Notice” has the meaning set forth in Section 5(a)(iv) hereof.



     “Termination Date” means the first date on which there are no Registrable Company
Shares.



3









 





     2. Shelf Registration Statements.



     (a) Right to Demand Registration. Subject to the provisions hereof, after an
Initial Public Offering and until the Termination Date, if any New Shareholder or New Shareholders
holding at least 2% of the Company Shares held by the New Shareholders (the “Initiating
Shareholders”), request registration under the Securities Act or equivalent foreign securities laws
of all or part of the Registrable Company Shares (a “Demand Request”), the Company shall use its
best efforts to promptly file a registration statement on Form S-1, Form S-3 or such other form
under the Securities Act or equivalent foreign securities laws then available to the Company
providing for the resale pursuant to Rule 415 or applicable foreign regulation from time to time by
the New Shareholders of such number of shares of Registrable Company Shares requested by the
Initiating Shareholders to be registered thereby (including the Prospectus, amendments and
supplements to the shelf registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto and all material incorporated by reference or deemed to be
incorporated by reference, if any, or any disclosure document required by such foreign securities
laws in such registration statement, the “Shelf Registration Statement”). The Company shall,
within ten (10) Business Days after receipt of such Demand Request, give written notice of such
request to all of the other Shareholders, and subject to Sections 2(b), 2(c) and Section 5, the
Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be
declared effective by the SEC or equivalent foreign regulatory body as promptly as practicable
following such filing. Neither the Company nor any Shareholders may include Company Shares in such
Shelf Registration Statement, other than Travelport Intermediate and the New Shareholders, without
the prior written consent of the majority of the Registrable Company Shares held by the Initiating
Shareholders. The Company shall maintain the effectiveness of the Shelf Registration Statement
until the earlier of (a) the first date as of which all the shares of Registrable Company Shares
included in the Shelf Registration Statement have been sold or (b) such time that all shares
includes in such Registration Statement cease to be Registrable Company Shares. If holders of
majority of the Registrable Company Shares held by the Initiating Shareholders request to register
such Registrable Company Shares in an underwritten offering, such holders shall have the right to
select the managing underwriter or underwriters to administer such offering; provided that such
selected underwriter is reasonably acceptable to the Company.



     (b) Number of Demand Registrations. Subject to the provisions of Section 2(a),
the Initiating Shareholders shall be entitled to request an aggregate of two (2) Demand Requests,
the second of which may not be exercised within twelve (12) months of the effective date of the
previous Shelf Registration Statement. A demand request to register the Registrable Company Shares
will not count as one of the Demand Request if (i) the Registration Statement relating thereto has
not become effective, (ii) after the applicable Registration Statement has become effective, such
Registration Statement becomes the subject of any stop order, injunction or other order or
restriction imposed by the SEC or any other Governmental Entity or court for any reason not
attributable to any Shareholder (or any of its Affiliates) that has included Registrable Company
Shares in such



4









 




Registration and such stop order, injunction or other order or restriction is not thereafter
eliminated so as to permit the completion of the sale of Registrable Company Shares pursuant to
such Registration Statement.




     (c) Restrictions on Demand Registrations. The Company may postpone once for up to
ninety (90) days in any 365-day period the filing or the effectiveness of a Shelf Registration
Statement if, based on the good faith judgment of the Company’s board of directors, such
postponement or withdrawal is necessary if the Company’s board of directors has reasonably
determined that it would be materially detrimental to the Company if it were to disclose previously
undisclosed material transactions or other matters at such time; provided, however, that in no
event shall the Company withdraw a Registration Statement after such Registration Statement has
been declared effective; and provided, further, however, that the Initiating Shareholders
requesting such Shelf Registration Statement shall be entitled to withdraw such request and, if
such request is withdrawn, such Shelf Registration Statement shall not count as one of the Demand
Requests for, among other things, purposes of Section 2(b). The Company shall provide written
notice to the Initiating Shareholders requesting such Shelf Registration Statement of (x) any
postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to
this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration
Statement following such withdrawal or postponement and (z) the effectiveness of such Registration
Statement.



     (d) Priority on Demand Registrations. If a Demand Registration is initiated under
this Section 2 as an underwritten registration and the managing underwriter advises the Company in
writing that in its opinion the number of securities requested and permitted to be included in such
registration exceeds the number that can be sold in such offering without having an adverse effect
on such offering, including the price at which such securities can be sold, then the Company shall
include in such registration the maximum number of shares that such underwriter advises can be so
sold without having such effect, allocated (i) first, to the Registrable Company Shares requested
to be included in such registration, pro rata among the holders of such securities on the basis of
the number of shares requested to be registered by such holders and (ii) second, to securities
requested to be included in such registration by other security holders, if any.



     3. Piggyback Registrations.



     (a) New Shareholders’ Right to Piggyback. Whenever prior to the Termination Date the
Company proposes to publicly sell or register for sale any of its common equity securities pursuant
to a registration statement (a “Piggyback Registration Statement”) under the Securities Act or
equivalent foreign securities laws (other than on a registration statement on Form S-8, F-8, S-4 or
F-4 or a registration statement on Form S-3 covering solely a dividend reinvestment plan or
equivalent foreign securities laws), whether for its own account or for the account of one or more
security holders of the Company (a “Piggyback Registration”), the Company shall give prompt written
notice to the New Shareholders of its intention to effect such sale or registration and, subject to



5









 




Sections 3(b),3(c) and 3(d), shall include in such transaction all Registrable Company Shares with respect
to which the Company has received a written request from the New Shareholders for inclusion therein
within twenty (20) days after the receipt of the Company’s notice. The Company may postpone or
withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole
discretion, without prejudice to the Shareholders’ right to immediately request a Shelf
Registration Statement hereunder. A Piggyback Registration shall not be considered a Shelf
Registration Statement for purposes of Section 2(a) of this Agreement.




     (b) Travelport Intermediate’s Right to Piggyback. Whenever prior to the
Termination Date the Company proposes a Piggyback Registration, the Company shall give prompt
written notice to Travelport Intermediate of its intention to effect such sale or registration and,
subject to Sections 3(a), 3(c) and 3(d), shall include in such transaction all Registrable Company
Shares with respect to which the Company has received a written request from Travelport
Intermediate for inclusion therein within twenty (20) days after the receipt of the Company’s
notice.



     (c) Priority on Primary Registrations. If a Piggyback Registration is initiated as an
underwritten primary registration on behalf of the Company where the use of proceeds does not
include the repurchase, redemption, acquisition or retirement of capital stock of the Company (a
“Share Repurchase”), and the managing underwriter advises the Company in writing that in its
opinion the number of securities requested to be included in such registration exceeds the number
that can be sold in such offering without having an adverse effect on such offering, including the
price at which such securities can be sold, then the Company shall include in such registration the
maximum number of shares that such underwriter advises can be so sold without having such effect,
allocated (i) first, to the securities the Company proposes to sell, (ii) second, to the
Registrable Company Shares requested to be included therein by the Shareholders (pro rata based on
the number of Company Shares requested to be registered) and (iii) third, among other securities
requested to be included in such registration by other security holders of the Company on such
basis as such holders may agree among themselves and the Company.


     (d) Priority on Secondary Registrations. If a Piggyback Registration is initiated as an
underwritten registration on behalf of a holder of the Company’s securities other than Registrable
Company Shares or on behalf of the Company where the use of proceeds includes a Share Repurchase,
and the managing underwriter advises the Company in writing that in its opinion the number of
securities requested to be included in such registration exceeds the number that can be sold in
such offering without having an adverse effect on such offering, including the price at which such
securities can be sold, then the Company shall include in such registration the maximum number of
shares that such underwriter advises can be so sold with-out having such effect, allocated (i)
first, to the Registrable Company Shares which the Shareholders requested to be included in such
registration, pro rata among the holders of such securities on the basis of the number of shares
requested to be registered by such holders and (ii) second, to securities requested to be included
in such registration by Travelport Intermediate and other security holders.






6









 








     (e) Selection of Underwriters. If any Piggyback Registration Statement involves a
primary or secondary underwritten offering, the Company shall have the right to select the managing
underwriter(s) or underwriters to administer any such offering.



     (f) Basis of Participations. Each Shareholder may not sell Registrable Company
Shares in any offering pursuant to a Piggyback Registration Statement unless it (i) agrees to sell
such Registrable Company Shares on the same basis provided in the underwriting or other
distribution arrangements approved by the Company and that apply to the Company and/or any other
holders involved in such Piggyback Registration Statement and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other
documents reasonably required to be provided under the terms of such arrangements; provided
that the Company agrees that no New Shareholder shall be required to make representations and
warranties to the Company or the underwriters other than with respect to its ownership of its
Registrable Company Shares being registered and other customary representations.



     (g) Other Registrations. The Company shall not grant to any Person the right,
other than as set forth herein and except to employees of the Company with respect to registrations
on Form S-8 (or any successor forms thereto), to request the Company to register any securities of
the Company except such rights as are not more favorable than or inconsistent with the rights
granted to the Shareholders and that do not adversely affect the priorities set forth herein of the
Shareholders.



     4. Holdback Agreements.



     (a) If requested by the managing underwriter of an underwritten offering of the Company’s
equity securities, the Shareholder shall not sell or otherwise transfer or dispose of any shares of
Registrable Company Shares during the period ten (10) days prior to and one hundred and eighty
(180) days following the pricing date of the offering of the Company’s securities, and if requested
by any such underwriter, the Shareholder will reconfirm such agreement in writing prior to any such
offering; provided that no Shareholder shall be relieved of such obligation in any respect
unless all New Shareholders are relieved in the same respect.



     5. Registration Procedures.



     (a) Whenever required under this Agreement, the Company shall use its best efforts to
effect the registration of any Registrable Company Shares, as expeditiously as possible:




     (i) prepare and file with the SEC or equivalent foreign regulatory body, a
Registration Statement with respect to such Registrable Company Shares and use its
best efforts to cause such Registration Statement to become effective as soon as
practicable thereafter;



7









 






     (ii) prepare and file with the SEC or equivalent foreign regulatory body
such amendments and supplements to such Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep such Registration
Statement effective for an aggregate of six (6) months (or such longer period
provided in Section 2, in the case of a Shelf Registration Statement), or such
shorter period as is necessary to complete the distribution of the securities
covered by such Shelf Registration Statement and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement during such period in accordance with the plan of
distribution set forth in such Registration Statement;




     (iii) use its reasonable best efforts to register or qualify such
Registrable Company Shares under such other securities or blue sky laws of such
U.S. jurisdictions as the Shareholders reasonably requests in writing
(provided, that the Company will not be required to (1) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph (iii), (2) subject itself to taxation in any such
jurisdiction (3) consent to general service of process in any such jurisdiction or
(4) make any changes to any report filed or furnished pursuant to the Exchange Act
that are incorporated by reference into such Registration Statement);




     (iv) notify the Shareholders, at any time when a Prospectus relating
thereto is required to be delivered under the Securities Act, of the occurrence of
any event as a result of which any Prospectus contains an untrue statement of a
material fact or omits any material fact necessary to make the statements therein
not misleading (a “Suspension Notice”);




     (v) make available for inspection by the Shareholders and any attorney,
accountant or other agent retained by any such Shareholder or underwriter, if any,
all financial and other records, pertinent corporate documents and properties of
the Company, and cause the Company’s officers, directors, employees and independent
accountants to supply all information reasonably requested by the Shareholders to
conduct a reasonable investigation within the meaning of Section 11 of the
Securities Act in connection with such Registration Statement; provided,
that the foregoing investigation and information gathering shall be coordinated on
behalf of such parties by one firm of counsel designated by and on behalf of such
parties; and provided further that each Person receiving such
information shall, as a condition to receiving such information, agree in writing
to keep such information confidential and to take such actions as are reasonably
necessary to protect the confidentiality of such information;



8









 






     (vi) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriters of such offering and take all other actions
(including, without limitation, causing representatives of the Company to
participate in any “road show” or “road shows”) as the holders of a majority of the
Registrable Company Shares being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Company Shares (including effecting a stock split or a combination of shares);




     (vii) in the event of an underwritten offering, to furnish to such
underwriters in customary form:




(1) an opinion of counsel to the Company and




(2) a “comfort” letter signed by the Company’s independent
public accountants;




     (viii) cooperate and assist in any filings required to be made with FINRA
in the performance of any due diligence investigation by any underwriter (including
any “qualified independent underwriter” that is required to be retained in
accordance with the rules and regulations of the FINRA);




     (ix) use its reasonable best efforts to cause all Registrable Company
Shares to be listed on any securities exchange on which similar securities issued
by the Company are then listed; provided that the applicable listing requirements
are satisfied;




     (x) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC or equivalent foreign regulatory body
as related to the Company’s obligations hereunder, and, if applicable, use its
reasonable best efforts to make available to its security holders, as soon as
reasonably practicable, an earnings statement covering at least twelve (12) months
which earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder or any similar rule as may be adopted by the
SEC;




     (xi) promptly notify the Shareholders:




(1) when the Registration Statement, any pre-effective
amendment, the Prospectus or post-effective amendment to the
Registration Statement has been filed (but not including any
report filed or furnished pursuant to the Exchange Act) and, with
respect to the Registration Statement or any post-effective
amendment, when the same has become effective;



9









 






(2) of any written request by the SEC or equivalent foreign
regulatory body for amendments or supplements to the Registration
Statement or any Prospectus or of any inquiry by the SEC or
equivalent foreign regulatory body relating to the Registration
Statement;




(3) of the notification to the Company by the SEC or
equivalent foreign regulatory body of its initiation of any
proceeding with respect to the issuance or threatened issuance by
the SEC or equivalent foreign regulatory body of any stop order,
or similar foreign order, suspending the effectiveness of the
Registration Statement and take all action required to prevent the
entry of such stop order or to remove it if entered;




(4) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Registrable
Company Shares for sale under the applicable securities or blue
sky laws of any jurisdiction; and




     (xii) take all other steps reasonably necessary to effect the registration
of the Registrable Company Shares contemplated hereby.



     (b) The Company shall make available to the Shareholders (i) prior to filing a
Registration Statement, at least one (1) copy of such Registration Statement as is proposed to be
filed (including each Prospectus), (ii) as soon as practicable after the same is prepared and
publicly distributed, filed with the SEC or equivalent foreign regulatory body, or received by the
Company, one copy of each Registration Statement and any amendment thereto, each Prospectus and
each amendment or supplement thereto, each letter written by or on behalf of the Company to the SEC
or the staff of the SEC (or other governmental agency or self-regulatory body or other body having
jurisdiction, including any domestic or foreign securities exchange), and each item of
correspondence from the SEC or the staff of the SEC (or other governmental agency or
self-regulatory body or other body having jurisdiction, including any domestic or foreign
securities exchange), in each case relating to such Registration Statement, and (iii) such number
of copies of each Prospectus and all amendments and supplements thereto and such other documents as
the Shareholders may reasonably request in order to facilitate the disposition of the Registrable
Company Shares, provided, however, that the Company shall have no such obligation
to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act
are satisfied by the Company.



     (c) Each Shareholder shall furnish to the Company any information regarding the
Shareholder and the distribution of such securities as the Company reasonably determines is
required to be included in any Registration Statement.



10









 





     (d) Each Shareholder agrees that, upon receipt of a Suspension Notice from the Company,
the Shareholder will forthwith discontinue disposition of Registrable Company Shares pursuant to
such Registration Statement until the Shareholder is advised in writing by the Company that the use
of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus.



     (e) The Shareholders shall not use any free writing prospectus (as defined in Rule 405
under the Securities Act) in connection with any registration statement covering Registrable
Company Shares, without the prior written consent of the Company.



     6. Registration Expenses.



     (a) All expenses incident to the Company’s performance of or compliance with this
Agreement, including, without limitation, all registration and filing fees (including SEC
registration fees and FINRA filing fees), fees and expenses of compliance with securities or blue
sky laws, listing application fees, printing expenses, transfer agent’s and registrar’s fees, cost
of distributing Prospectuses in preliminary and final form as well as any supplements thereto, fees
and disbursements of counsel for the Company, reasonably documented fees and disbursements of one
counsel for all of the New Shareholders and all accountants and other Persons retained by the
Company (all such expenses being herein called “Registration Expenses”) (but not including any
brokerage commissions, underwriting discounts or commissions or transfer taxes, if any,
attributable to the sale of Registrable Company Shares), shall be borne by the Company. Each
Shareholder shall bear the cost of all underwriting discounts and commissions and transfer taxes,
if any, associated with any sale of Registrable Company Shares that such Shareholder has elected to
include in such Registration Statement.



     7. Indemnification.



     (a) The Company agrees to indemnify and hold harmless each Shareholder, its partners,
members, directors, officers, Affiliates, agents and representatives and each Person who controls
(within the meaning of Section 15 of the Securities Act) each Shareholder from and against any and
all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation)
(each, a “Liability” and collectively, “Liabilities”), arising out of or based upon
any untrue, or allegedly untrue, statement of a material fact contained in any Registration
Statement or Prospectus or arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading under the circumstances such statements were made, except insofar as such Liability
(x) arises out of or is based upon any untrue statement or alleged untrue statement or omission or
alleged omission contained in such Registration Statement or Prospectus in reliance and in
conformity with information furnished in writing to the Company by the Shareholder expressly for
use therein, and the Company will reimburse such Shareholder or underwriter and each such director,
officer, partner, agent, affiliate and controlling Person for any legal or any other expenses
reasonably incurred by them in connection with investigating



11









 




or defending any such loss, claim, liability, action or proceeding (y) arises out of or is
based upon offers or sales effected by any Shareholder “by means of” (as defined in Securities Act
Rule 159A) a “free writing prospectus” (as defined in Securities Act Rule 405) that was not
authorized by the Company, or (z) was caused by a Shareholder’s failure to deliver or make
available to the Shareholder’s immediate purchaser a copy of the Registration Statement or
Prospectus or any amendments or supplements thereto (if the same was required by applicable law to
be delivered or made available); provided, however, the obligations of the Company
hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or
liabilities (or actions in respect thereof) if such settlement is effected without the consent of
the Company (which consent shall not be unreasonably withheld, conditioned or delayed). No
indemnifying party shall, without the consent of the indemnified party, consent to the entry of any
judgment or enter into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from all liability in
respect to such claim or litigation or which requires action other than the payment of money by the
indemnifying party. The Company shall also provide customary indemnities to any underwriters of the
Registrable Company Shares, their officers, directors and employees and each Person who controls
such underwriters (within the meaning of Section 15 of the Securities Act) to the same extent as
provided above with respect to the indemnification of the holders of Registrable Company Shares.




     (b) Each Shareholder agrees to indemnify and hold harmless the Company, its directors,
officers, Affiliates, agents and representatives, and each Person who controls the Company (within
the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from
the Company to the Shareholder, but only (x) if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with information furnished in writing
to the Company by a Shareholder expressly for use in such Registration Statement or Prospectus or
if such statement or alleged statement or (y) for any Liability which arises out of or is based
upon offers or sales by the Shareholder “by means of” (as defined in Securities Act Rule 159A) a
“free writing prospectus” (as defined in Securities Act Rule 405) that was not authorized by the
Company; provided, however, that (x) a Shareholder shall not be liable hereunder
for any amounts in excess of the net proceeds actually received by the Shareholder pursuant to such
registration, and (y) the obligations of each Shareholder hereunder shall not apply to amounts
paid in settlement of any such claims, losses, damages or liabilities (or actions in respect
thereof) if such settlement is effected without the consent of the Shareholder (which consent shall
not be unreasonably withheld, conditioned or delayed).



     (c) Any Person entitled to indemnification hereunder shall give prompt written notice to
the indemnifying party of any claim with respect to which it seeks indemnification. Upon such
notice being provided to the indemnifying party, the indemnifying party may, upon providing written
notice to an indemnified party promptly after the receipt of written notice from such indemnified
party, participate in and, to the extent it may wish, jointly with any other indemnifying party
similarly notified, assume the



12









 




defense of such claim or proceeding, at its own expense, with counsel chosen by it and
reasonably satisfactory to such indemnified party, unless in such indemnified party’s reasonable
judgment, a conflict of interest between such indemnified and indemnifying parties may exist with
respect to such claim, in which case the indemnified party shall have the right to employ counsel
and to assume the defense of such claim or proceeding at the expense of the indemnifying party.
The indemnified party shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the
indemnified party unless (i) the indemnifying party agrees to pay the same or (ii) the indemnifying
party fails to assume the defense of such action with counsel reasonably satisfactory to the
indemnified party. If such defense is assumed by the indemnifying party, the indemnified party
shall not be subject to any liability for any settlement made by the indemnifying party without its
consent (but such consent will not be unreasonably withheld), unless such settlement includes an
unconditional release of such indemnified party from all liability for claims that are the subject
matter of such proceeding. An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel
(in addition to any local counsel) for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified party there may be one
or more legal or equitable defenses available to such indemnified party that are in addition to or
may conflict with those available to another indemnified party with respect to such claim. Failure
to give prompt written notice shall not release the indemnifying party from its obligations
hereunder except to the extent the indemnifying party is materially prejudiced by such failure to
give notice




     (d) The indemnification provided for under this Agreement shall remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified party or any
officer, director or controlling Person of such indemnified party and shall survive the transfer of
securities.



     (e) If the indemnification provided for in or pursuant to this Section 7 is due in
accordance with the terms hereof, but is held by a court to be unavailable or unenforceable in
respect of any losses, claims, damages, liabilities or expenses referred to herein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party on the one hand and of the indemnified party on the other in
connection with the offering of the Registrable Company Shares. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to such amount paid or payable by such indemnified party in
such proportion as is appropriate to reflect not only such relative benefits but also the relative
fault of the indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that result in such losses, claims, damages,
liabilities or expenses as well as any other relevant equitable considerations. The relative fault
of the indemnifying party on the one hand and of the indemnified party on the other shall
be determined



13









 




by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party, and by such party’s
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. In no event shall the liability of a Shareholder (including, without
limitation, pursuant to any other indemnification or contribution obligation such indemnifying
party may have) be greater in amount than the amount of net proceeds actually received by the
Shareholder upon such sale.




     8. Transfer of Registration Rights to Permitted Transferees.



          (a) If a Shareholder transfers any Registrable Company Shares to a transferee, such transferee
shall, together with other transferees and such Shareholder, also have the rights of such
Shareholder under this Agreement with respect to such Registrable Company Shares but only if the
transferee signs and delivers to the Company a written acknowledgment that it has joined with such
Shareholder and the other transferees as a party to this Agreement and has assumed the rights and
obligations of such Shareholder hereunder with respect to the Registrable Company Shares
transferred to it by such Shareholder.



          (b) Upon any effective transfer, the transferee shall automatically have the rights so
transferred, and such Shareholder’s obligations under this Agreement, and the rights with respect
to the Registrable Company Shares not so transferred, shall continue.



     9. Miscellaneous.



     (a) Rule 144. The Company covenants that, if it is required to file reports under
the Exchange Act, it will use reasonable best efforts to file the reports required to be filed by
it under the Exchange Act, all to the extent required from time to time to enable such Shareholder
to sell Registrable Company Shares without registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be
amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC.
Upon the request of any holder of Registrable Company Shares, the Company will deliver to such
Shareholder a written statement as to whether it has complied with such information and
requirements.



     (b) Notices. All notices, requests, consents and other communications required or
permitted hereunder shall be in writing and shall be hand delivered or mailed postage prepaid by
registered or certified mail or by facsimile transmission (with immediate telephone confirmation
thereafter) and, in the case of notices from the Shareholders, shall also be sent via e-mail,



14









 





          If to the Company:


[•]

22 Elm Place

Rye, New York 10580

Facsimile: (914) 967-0128

Attention: Eric Bock

E-mail: Eric.Bock@travelport.com




          with a copy to (which shall not constitute notice):



Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036

Facsimile: (212) 735-2000

Attention: Gregory A. Fernicola or Andrea L. Nicolas

E-mail: Gregory.Fernicola@skadden.com; Andrea.Nicolas@skadden.com




          If to Travelport Intermediate:


Travelport Intermediate Limited

22 Elm Place

Rye, New York 10580

Facsimile: (914) 967-0128

Attention: Eric Bock

E-mail: Eric.Bock@travelport.com




          with a copy to (which shall not constitute notice):


Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036

Facsimile: (212) 735-2000

Attention: Gregory A. Fernicola or Andrea L. Nicolas

E-mail: Gregory.Fernicola@skadden.com; Andrea.Nicolas@skadden.com





If to the New Shareholders, at such names and addresses on Schedule I
to the Shareholders’ Agreement.



     If to a transferee Shareholder, to the address of such transferee Shareholder set forth in the
transfer documentation provided to the Company;



15









 





          in each case with copies to (which shall not constitute notice):


Travelport Intermediate Limited

22 Elm Place

Rye, New York 10580

Facsimile: (914) 967-0128

Attention: Eric Bock

E-mail: Eric.Bock@travelport.com



or at such other address as such party each may specify by written notice to the others, and each
such notice, request, consent and other communication shall for all purposes of the Agreement be
treated as being effective or having been given when delivered personally, upon one Business Day
after being deposited with a courier if delivered by courier, upon receipt of facsimile
confirmation if transmitted by facsimile, or, if sent by mail, at the earlier of its receipt or 72
hours after the same has been deposited in a regularly maintained receptacle for the deposit of
United States mail, addressed and postage prepaid as aforesaid.




     (c) No Waivers. No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.



     (d) Successors. The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors.



     (e) Governing Law. The internal laws, and not the laws of conflicts (other than Section
5-1401 of the General Obligations Law of the State of New York), of New York shall govern the
enforceability and validity of this Agreement, the construction of its terms and the interpretation
of the rights and duties of the parties.



     (f) Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or
based on any matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby may be brought in any federal or state court located in the County and State of
New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to
the laying of the venue of any such suit, action or proceeding in any such court or that any such
suit, action or proceeding which is brought in any such court has been brought in an inconvenient
forum. Process in any such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such court. Without limiting the forego



16









 




ing, each party agrees that service of process on such party as provided in Section 9(a) shall
be deemed effective service of process on such party.




     (g) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.



     (h) Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of the original parties hereto and each person who becomes a party hereto, and their
respective successors and assigns.



     (i) Counterparts; Effectiveness. This Agreement may be executed in any number of
counterparts (including by facsimile) and by different parties hereto in separate counterparts,
with the same effect as if all parties had signed the same document. All such counterparts shall
be deemed an original, shall be construed together and shall constitute one and the same
instrument. This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.



     (j) Entire Agreement. This Agreement (together with the Shareholders’ Agreement) contains
the entire agreement between the parties hereto with respect to the subject matter hereof and
supersedes and replaces all other prior agreements, written or oral, among the parties hereto,
including the term sheet, dated September 17, 2011, as amended, with respect to the subject matter
hereof.



     (k) Captions. The headings and other captions in this Agreement are for convenience and
reference only and shall not be used in interpreting, construing or enforcing any provision of this
Agreement.



     (l) Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such a determination, the parties shall negotiate in good
faith to modify this Agreement so as to affect the original intent of the parties as closely as
possible in an acceptable manner in order that the trans-actions contemplated hereby be consummated
as originally contemplated to the fullest extent possible.



     (m) Amendments. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given, without the written consent of the Company, Travelport
Intermediate and New Shareholders owning a majority



17









 




of the Registrable Company Shares then
outstanding and owned by New Shareholders.




     (n) Equitable Relief. The parties hereto agree that legal remedies may be inadequate to
enforce the provisions of this Agreement and that equitable relief, including specific performance
and injunctive relief, may be used to enforce the provisions of this Agreement.



     IN WITNESS WHEREOF, this Registration Rights Agreement has been duly executed by each of the
parties hereto as of the date first written above.



18









 





	 	 	 	 	 
	COMPANY



[•]

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	TRAVELPORT INTERMEDIATE



TRAVELPORT INTERMEDIATE LIMITED

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



19









 







	 	 	 	 	 
	NEW SHAREHOLDERS




[                      ]

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	[                      ]

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	[                       ]

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	[                       ]

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	[                       ]

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



Exhibit C




COMPANY’S MEMORANDUM OF ASSOCIATION 



 









 





FORM NO. 2








BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF

COMPANY LIMITED BY SHARES

(Section 7(1) and (2))



MEMORANDUM OF ASSOCIATION

OF



TDS Investor (Bermuda) 3 Ltd.

(hereinafter referred to as “the Company”)




	1.	 	The liability of the members of the Company is limited to the amount (if any) for the time
being unpaid on the shares respectively held by them.
	 
	2.	 	We, the undersigned, namely,





	 	 	 	 	 	 	 	 	 
	 	 	 	 	BERMUDIAN	 	 	 	NUMBER OF
	 	 	 	 	STATUS	 	 	 	SHARES
	NAME	 	ADDRESS	 	(Yes/No)	 	NATIONALITY	 	SUBSCRIBED
	D.J. Doyle
	 	Clarendon House 

2
Church Street 

Hamilton HM 11

Bermuda

	 	Yes
	 	British
	 	One
	 	 	 
	 	 	 	 	 	 
	C.G. Garrod
	 	”

	 	Yes
	 	British
	 	One
	 	 	 
	 	 	 	 	 	 
	A.R. Guilfoyle
	 	”

	 	No
	 	British
	 	One





do hereby respectively agree to take such number of shares of the Company as may be allotted to us
respectively by the provisional directors of the Company, not exceeding the number of shares for
which we have respectively subscribed, and to satisfy such calls as may be made by the directors,
provisional directors or promoters of the Company in respect of the shares allotted to us
respectively.





 









 









	3.	 	The Company is to be an exempted Company as defined by the Companies Act 1981.
	 
	4.	 	The Company, with the consent of the Minister of Finance, has power to hold land situate in
Bermuda not exceeding in all, including the following parcels:-
	 
	 	 	N/A
	 
	5.	 	The authorised share capital of the Company is US$12,000 divided into shares of US$1.00 each.
The minimum subscribed share capital of the Company is US$12,000.
	 
	6.	 	The objects for which the Company is formed and incorporated are -
	 
	(1)	 	To acquire by purchase or otherwise, buy, own, hold, create, market, design, assemble,
manufacture, repair, lease, hire, let, sell, dispose of (with or without consideration or
benefit), maintain, improve, develop, manage, invent, build, construct, operate, package and
otherwise trade, invest or deal in and with products, financial instruments, goods, and real
and personal property of all kinds whatsoever and wheresoever situated, and enter into
arrangements for or with respect to any of the foregoing;
	 
	(2)	 	To perform, provide, procure, market and deal in services and undertakings of all kinds;
	 
	(3)	 	To advise and act as consultants and managers of all kinds and, without limiting the
generality of the foregoing, to provide investment and financial advice, consultation and
management services;
	 
	(4)	 	To research, create, develop, invent, improve, discover, design, collate and draft original
works, software, inventions, designs, concepts, formulas, processes, strategies, methodologies
and the like, and acquire, build, own, hold, sell, lease, license, dispose of (with or without
consideration or benefit), market, franchise, and otherwise exploit and deal in or with all
intellectual and intangible property rights pertaining thereto whether registered or not,
including but not limited to trade and service marks, trade names, copyrights, computer
software, inventions, designs, patents, provisional patents, utility models, trade secrets,
confidential information, know how, get-up and any other rights and privileges vesting in or
attaching thereto;
	 
	(5)	 	To explore for, drill for, mine for, quarry for, move, transport, and refine metals,
minerals, fossil fuel, petroleum, hydrocarbon products including, without limiting the
generality of the foregoing, oil and oil products, and precious stones of all kinds and to
prepare the same for sale or use;
	 
	(6)	 	To enter into any guarantee, contract of indemnity or suretyship and to assure, support or
secure with or without consideration or benefit the performance of any obligations of any
person or persons and to guarantee the fidelity of individuals filling or about to fill
situations of trust or confidence;
	 
	(7)	 	To own, manage, operate, act as agents with respect to, build, repair, acquire, own, sell,
charter, or deal in ships and aircraft;




 









 












	(8)	 	To lend to or deposit with any person funds, property or assets and to provide collateral or
credit enhancement for loans, leasing or other forms of financing, with or without
consideration or benefit;
	 
	(9)	 	To create, enter into, undertake, procure, arrange for, acquire by purchase or otherwise,
buy, own, hold, sell or otherwise dispose of (with or without consideration or benefit),
trade, invest and or otherwise deal in, whether on a speculative basis or otherwise, all and
or any kind of (including without limitation all and or any combinations of and all and or any
rights or interests under) instrument, agreement, contract, covenant and undertaking,
including without limiting the generality of the foregoing, derivative instrument, agreement
or contract, option, swap option contract, bond, warrant, debenture, equity, forward
exchange contract, forward rate contract, future, hedge, security, note, certificate of
deposit, unit, guarantee and or financial instrument; and
	 
	(10)	 	To carry on any trade or business which can, in the opinion of the board of directors, be
advantageously carried on by the Company.
	 
	7.	 	Powers of the Company
	 
	1.	 	The Company shall, pursuant to Section 42 of the Companies Act 1981, have the power
to issue preference shares which are, at the option of the holder, liable to be redeemed.
	 
	2.	 	The Company shall, pursuant to Section 42A of the Companies Act 1981, have the power to
purchase its own shares.




 









 











Signed by each subscribers in the presence of at least one witness attesting the signature thereof




			
	 	 	 
	[ILLEGIBLE]
	 	[ILLEGIBLE]
	 	 	 
	[ILLEGIBLE]	 	[ILLEGIBLE]
	 	 	 
	[ILLEGIBLE]	 	[ILLEGIBLE]
	 	 	 
	 
	(Subscribers)
	 	(Witnesses)






SUBSCRIBED this July 12th 2006.





 









 








THE COMPANIES ACT 1981




FIRST SCHEDULE


A company limited by shares, or other company having a share capital, may exercise all or any
of the following powers subject to any provision of the law or its memorandum:





	1.	 	[Deleted]
	 
	2.	 	to acquire or undertake the whole or any part of the business, property and liabilities of
any person carrying on any business that the company is authorised to carry on;
	 
	3.	 	to apply for register, purchase, lease, acquire, hold, use, control, licence, sell, assign or
dispose of patents, patent rights, copyrights, trade makers, formulae, licences, inventions,
processes, distinctive makers and similar rights;
	 
	4.	 	to enter into partnership or into any arrangement for sharing of profits, union of interests,
co-operation, joint venture, reciprocal concession or otherwise with any person carrying on or
engaged in or about to carry on or engage in any business or transaction that the company is
authorised to carry on or engage in or any business or transaction capable of being conducted
so as to benefit the company;
	 
	5.	 	to take or otherwise acquire and hold securities in any other body corporate having objects
altogether or in part similar to those of the company or carrying on any business capable of
being conducted so as to benefit the company;
	 
	6.	 	subject to section 96 to lend money to any employee or to any person having dealings with the
company or with whom the company proposes to have dealings or to any other body corporate any
of those shares are held by the company;
	 
	7.	 	to apply for, secure or acquire by grant, legislative enactment, assignment, transfer,
purchase or otherwise and to exercise, carry out and enjoy any charter, licence, power,
authority, franchise, concession, right or privilege, that any government or authority or any
body corporation or other public body may be empowered to grant, and to pay for, aid in and
contribute toward carrying it into effect and to assume any liabilities or obligations
incidental thereto;
	 
	8.	 	to establish and support or aid in the establishment and support of associations,
institutions, funds or trusts for the benefit of employees or former employees of the company
or its predecessors, or the dependants or connections of such employees or former employees,
and grant pensions and allowances, and make payments towards insurance or for any object
similar to those set forth in this paragraph, and to subscribe or guarantee money for
charitable, benevolent, educational and religious objects or for any exhibition or for any
public, general or useful objects;




 









 












	9.	 	to promote any company for the purpose of acquiring or taking over any of the property
and liabilities of the company or for any other purpose that may benefit the company;
	 
	10.	 	to purchase, lease, take in exchange, hire or otherwise acquire any personal property and any
rights or privileges that the company considers necessary or convenient for the purposes of
its business;
	 
	11.	 	to construct, maintain, alter, renovate and demolish any buildings or works necessary or
convenient for its objects;
	 
	12.	 	to take land in Bermuda by way of lease or leasing agreement for a term not exceeding fifty
years, being land “bona fide” required for the purposes of the business of the company and
with the consent of the Minister granted in his discretion to take land in Bermuda by way of
lease or leasing agreement for a term not exceeding twenty-one years in order to provide
accommodation or recreational facilities for its officers and employees and when no longer
necessary for any of the above purposes to terminate or transfer the lease or letting
agreement;
	 
	13.	 	except to the extent, if any, as may be otherwise expressly provided in its incorporating Act
or memorandum and subject to the provisions of this Act every company shall have power to
invest the moneys of the Company by way of mortgage of real or personal property of every
description in Bermuda or elsewhere and to sell, exchange, vary, or dispose of such mortgage
as the company shall from time to time determine;
	 
	14.	 	to construct, improve, maintain, work, manage, carry out or control any roads, ways,
tramways, branches or sidings, bridges, reservoirs, watercourses, wharves, factories,
warehouses, electric works, shops, stores and other works and conveniences that may advance
the interests of the company and contribute to, subsidise or otherwise assist or take part in
the construction, improvement, maintenance, working, management, carrying out or control
thereof;
	 
	15.	 	to raise and assist in raising money for, and aid by way of bonus, loan, promise,
endorsement, guarantee or otherwise, any person and guarantee the performance or fulfilment of
any contracts or obligations of any person, and in particular guarantee the payment of the
principal of and interest on the debt obligations of any such person;
	 
	16.	 	to borrow or raise or secure the payment of money in such manner as the company may think
fit;
	 
	17.	 	to draw, make, accept, endorse, discount, execute and issue bills of exchange, promissory
notes, bills of lading, warrants and other negotiable or transferable instruments;
	 
	18.	 	when properly authorised to do so, to sell, lease, exchange or otherwise dispose of the
undertaking of the company or any part thereof as an entirety or substantially as an entirety
for such consideration as the company thinks fit;




-2-









 












	19.	 	to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise
deal with the property of the company in the ordinary course of its business;
	 
	20.	 	to adopt such means of making known the products of the company as may seem expedient, and in
particular by advertising, by purchase and exhibition of works of art or interest, by
publication of books and periodicals and by granting prizes and rewards and making donations;
	 
	21.	 	to cause the company to be registered and recognised in any foreign jurisdiction, and
designate persons therein according to the laws of that foreign jurisdiction or to represent
the company and to accept service for and on behalf of the company of any process or suit;
	 
	22.	 	to allot and issue fully-paid shares of the company in payment or part payment of any
property purchase or otherwise acquired by the company or for any past services performed for
the company;
	 
	23.	 	to distribute among the members of the company in cash, kind, specie or otherwise as may be
resolved, by way of dividend, bonus or in any other manner considered advisable, any property
of the company, but not so as to decrease the capital of the company unless the distribution
is made for the purpose of enabling the company to be dissolved or the distribution, apart
from this paragraph, would be otherwise lawful;
	 
	24.	 	to establish agencies and branches;
	 
	25.	 	to take or hold mortgages, hypothecs, liens and charges to secure payment of the purchase
price, or of any unpaid balance of the purchase price, of any part of the property of the
company of whatsoever kind sold by the company, or for any money due to the company from
purchasers and others and to sell or otherwise dispose of any such mortgage, hypothec, lien or
charge;
	 
	26.	 	to pay all costs and expenses of or incidental to the incorporation and organisation of the
company;
	 
	27.	 	to invest and deal with the moneys of the company not immediately required for the objects of
the company in such manner as may be determined;
	 
	28.	 	to do any of the things authorised by this subsection and all things authorised by its
memorandum as principals, agents, contractors, trustees or otherwise, and either alone or in
conjunction with others;
	 
	29.	 	to do all such other things as are incidental or conducive to the attainment of the objects
and the exercise of the powers of the company.
	 
	 	 	Every company may exercise its powers beyond the boundaries of Bermuda to the extent to
which the laws in force where the powers are sought to be exercised permit.






- 3 -











 





Exhibit D




COMPANY’S
BYE-LAWS




 











 





AMENDED AND RESTATED

BYE-LAWS

OF

Travelport Worldwide Limited

Formerly known as

TDS Investor (Bermuda) 3 Ltd.











 









 








TABLE OF CONTENTS




	 

	INTERPRETATION

	 

	1. Definitions

	 

	SHARES

	 

	2. Power to Issue Shares

	3. Power of the Company to Purchase its Shares

	4. Rights Attaching to Shares

	5. Calls on Shares

	6. Prohibition on Financial Assistance

	7. Forfeiture of Shares

	8. Share Certificates

	9. Fractional Shares

	 

	REGISTRATION OF SHARES

	 

	10. Register of Members

	11. Registered Holder Absolute Owner

	12. Transfer of Registered Shares

	13. Transmission of Registered Shares

	 

	ALTERATION OF SHARE CAPITAL

	 

	14. Power to Alter Capital

	15. Variation of Rights Attaching to Shares

	 

	DIVIDENDS AND CAPITALISATION

	 

	16. Dividends

	17. Power to Set Aside Profits

	18. Method of Payment

	19. Capitalisation

	 

	MEETINGS OF MEMBERS

	 

	20. Annual General Meetings

	21. Special General Meetings

	22. Requisitioned General Meetings

	23. Notice

	24. Giving Notice

	25. Postponement of General Meeting

	26. Participating in Meetings by Telephone

	27. Quorum at General Meetings

	28. Chairman to Preside

	29. Voting on Resolutions

	30. Power to Demand a Vote on a Poll

	31. Voting by Joint Holders of Shares

	32. Instrument of Proxy

	33. Representation of Corporate Member

	34. Adjournment of General Meeting

	35. Written Resolutions

	36. Directors Attendance at General Meetings

	 

	DIRECTORS AND OFFICERS

	 

	37. Election of Directors

	38. Number of Directors

	39. Term of Office of Directors

	40. Alternate Directors

	41. Removal of Directors

	42. Vacancy in the Office of Director

	43. Remuneration of Directors

	44. Defect in Appointment of Director

	45. Directors to Manage Business

	46. Powers of the Board of Directors

	47. Register of Directors and Officers

	48. Officers

	49. Appointment of Officers

	50. Duties of Officers

	51. Remuneration of Officers

	52. Conflicts of Interest

	53. Indemnification and Exculpation of Directors and Officers

	 

	MEETINGS OF THE BOARD OF DIRECTORS

	 

	54. Board Meetings

	55. Notice of Board Meetings

	56. Participation in Meetings by Telephone

	57. Quorum at Board Meetings

	58. Board to Continue in the Event of Vacancy

	59. Chairman to Preside

	60. Written Resolutions

	61. Validity of Prior Acts of the Board

	 

	CORPORATE RECORDS

	 

	62. Minutes

	63. Place Where Corporate Records Kept

	64. Form and Use of Seal

	 

	ACCOUNTS

	 

	65. Books of Account

	66. Financial Year End

	 

	AUDITS

	 

	67. Annual Audit

	68. Appointment of Auditor

	69. Remuneration of Auditor

	70. Duties of Auditor

	71. Access to Records

	72. Financial Statements

	73. Distribution of Auditor’s Report

	74. Vacancy in the Office of Auditor

	 

	VOLUNTARY WINDING-UP AND DISSOLUTION

	 

	75. Winding-Up

	 

	CHANGES TO CONSTITUTION

	 

	76. Changes to Bye-laws

	77. Changes to the Memorandum of Association

	78. Discontinuance







 









 






			
	 	 	 
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INTERPRETATION





	1.	 	Definitions






	 	1.1	 	In these Bye-laws, the following words and expressions shall, where not
inconsistent with the context, have the following meanings, respectively:





	 	 	 	 	 

	 

	 	Act
	 	the Companies Act 1981 as amended from time to time;
	 
	 

	 	Alternate Director
	 	an alternate director appointed in accordance with these Bye-laws;
	 
	 

	 	Auditor
	 	includes an individual or partnership;
	 
	 

	 	Board
	 	the board of directors appointed or elected pursuant to these
Bye-laws and acting by resolution in accordance with the Act and these Bye-laws
or the directors present at a meeting of directors at which there is a quorum;
	 
	 

	 	Company
	 	the company for which these Bye-laws are approved and confirmed;
	 
	 

	 	Director
	 	a director of the Company and shall include an Alternate Director;
	 
	 

	 	Member
	 	the person registered in the Register of Members as the holder of shares in the
Company and, when two or more persons are so registered as joint holders of
shares, means the person whose name stands first in the Register of Members as
one of such joint holders or all of such persons, as the context so requires;
	 
	 

	 	notice
	 	written notice as further provided in these Bye-laws unless otherwise
specifically stated;
	 
	 

	 	Officer
	 	any person appointed by the Board to hold an office in the Company;
	 
	 

	 	Register of Directors and Officers
	 	the register of directors and officers referred to
in these Bye-laws;
	 
	 

	 	Register of Members
	 	the register of members referred to in these Bye-laws;
	 
	 

	 	Resident Representative
	 	any person appointed to act as resident representative and
includes any deputy or assistant resident representative;
	 
	 

	 	Secretary
	 	the person appointed to perform any or all of the duties of secretary of the
Company and includes any deputy or






 









 






			
	 	 	 
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	 	 	 	assistant secretary and any person appointed by the
Board to perform any of the duties of the Secretary;
and
	 
	 

	 	Shareholders’ Agreement
	 	the shareholders’ agreement among the Company, Travelport
Intermediate Limited, Travelport Holdings Limited, Travelport Limited, TDS
Investor (Cayman) L.P. and the other parties named therein to be dated on or
around October 3, 2011, as such may be amended and restated from time to time.







	 	1.2	 	In these Bye-laws, where not inconsistent with the context:






	 	(a)	 	words denoting the plural number include the singular number and
vice versa;
	 
	 	(b)	 	words denoting the masculine gender include the feminine and neuter
genders;
	 
	 	(c)	 	words importing persons include companies, associations or bodies
of persons whether corporate or not;
	 
	 	(d)	 	the words:






	 	(i)	 	“may” shall be construed as permissive; and
	 
	 	(ii)	 	“shall” shall be construed as imperative; and






	 	(e)	 	unless otherwise provided herein, words or expressions defined in
the Act shall bear the same meaning in these Bye-laws.






	 	1.3	 	In these Bye-laws expressions referring to writing or its cognates shall, unless
the contrary intention appears, include facsimile, printing, lithography, photography,
electronic mail and other modes of representing words in visible form.
	 
	 	1.4	 	Headings used in these Bye-laws are for convenience only and are not to be used
or relied upon in the construction hereof.
	 
	 	1.5	 	Subject to the Act, in the event of any conflict, inconsistency or discrepancy
between these Bye-laws and the Shareholders’ Agreement, the terms of the Shareholders’
Agreement shall prevail.





SHARES





	2.	 	Power to Issue Shares






	 	2.1	 	Subject to the Shareholders’ Agreement, these Bye-laws and to any resolution of
the Members to the contrary, and without prejudice to any special rights previously
conferred on the holders of any existing shares or class of shares, the Board shall have
the power to issue any unissued shares of the Company on such terms and conditions as it
may determine and any shares or class of shares may be issued with such preferred,
deferred or other special rights or such restrictions, whether in regard to dividend,
voting, return of capital, or otherwise as the Company may by resolution of the Members
prescribe.




 









 











			
	 	 	 
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	 	2.2	 	Subject to the Shareholders’ Agreement and the provisions of the Act, any
preference shares may be issued or converted into shares that (at a determinable date or
at the option of the Company or the holder) are liable to be redeemed on such terms and
in such manner as may be determined by the Board (before the issue or conversion).






	3.	 	Power of the Company to Purchase its Shares
	 
	 	 	The Company may purchase its own shares in accordance with the provisions of the Act and as
permitted by the Shareholders’ Agreement on such terms as the Board shall think fit. The
Board may exercise all the powers of the Company to purchase all or any part of its own
shares in accordance with the Act and the provisions of the Shareholders’ Agreement.






	4.	 	Rights Attaching to Shares






	 	 	Subject to any resolution of the Members to the contrary (and without prejudice to any
special rights conferred thereby on the holders of any other shares or class of shares), the
share capital of the Company shall be divided into shares of a single class the holders of
which shall, subject to the provisions of these Bye-laws:






	 	(a)	 	be entitled to one vote per share;
	 
	 	(b)	 	be entitled to such dividends as the Board may from time to time
declare;
	 
	 	(c)	 	in the event of a winding-up or dissolution of the Company, whether
voluntary or involuntary or for the purpose of a reorganisation or otherwise or
upon any distribution of capital, be entitled to the surplus assets of the
Company; and
	 
	 	(d)	 	generally be entitled to enjoy all of the rights attaching to
shares.






	5.	 	Calls on Shares






	 	5.1	 	The Board may make such calls as it thinks fit upon the Members in respect of any
monies (whether in respect of nominal value or premium) unpaid on the shares allotted to
or held by such Members and, if a call is not paid on or before the day appointed for
payment thereof, the Member may at the discretion of the Board be liable to pay the
Company interest on the amount of such call at such rate as the Board may determine,
from the date when such call was payable up to the actual date of payment. The Board
may differentiate between the holders as to the amount of calls to be paid and the times
of payment of such calls.
	 
	 	5.2	 	The joint holders of a share shall be jointly and severally liable to pay all
calls in respect thereof.
	 
	 	5.3	 	The Company may accept from any Member the whole or a part of the amount
remaining unpaid on any shares held by him, although no part of that amount has been
called up.






	6.	 	Prohibition on Financial Assistance






	 	 	The Company shall not give, whether directly or indirectly, whether by means of loan,
guarantee, provision of security or otherwise, any financial assistance for the purpose of
the acquisition or proposed





 









 










			
	 	 	 
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	 	 	acquisition by any person of any shares in the Company, but nothing in this Bye-law shall
prohibit transactions permitted under the Act and subject to any relevant provisions of the
Shareholders Agreement.






	7.	 	Forfeiture of Shares






	 	7.1	 	If any Member fails to pay, on the day appointed for payment thereof, any call in
respect of any share allotted to or held by such Member, the Board may, at any time
thereafter during such time as the call remains unpaid, direct the Secretary to forward
such Member a notice in writing in the form, or as near thereto as circumstances admit,
of the following:





Notice of Liability to Forfeiture for Non-Payment of Call

• (the “Company”)





	 	 	 	You have failed to pay the call of [amount of call] made on the [ ] day
of [ ], 200[ ], in respect of the [number] share(s) [number in figures]
standing in your name in the Register of Members of the Company, on the
[ ] day of [ ], 200[ ], the day appointed for payment of such call. You
are hereby notified that unless you pay such call together with interest
thereon at the rate of [ ] per annum computed from the said [ ] day of
[ ], 200[ ] at the registered office of the Company the share(s) will be
liable to be forfeited.
	 
	 	 	 	Dated this [ ] day of [ ], 200[ ]
	 
	 	 	 	_______________________
	 
	 	 	 	[Signature of Secretary] By Order of the Board






	 	7.2	 	If the requirements of such notice are not complied with, any such share may at any
time thereafter before the payment of such call and the interest due in respect thereof
be forfeited by a resolution of the Board to that effect, and such share shall thereupon
become the property of the Company and may be disposed of as the Board shall determine.
Without limiting the generality of the foregoing, the disposal may take place by sale,
repurchase, redemption or any other method of disposal permitted by and consistent with
these Bye-laws, the Shareholders’ Agreement and the Act.
	 
	 	7.3	 	A Member whose share or shares have been forfeited as aforesaid shall,
notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such
share or shares at the time of the forfeiture and all interest due thereon.
	 
	 	7.4	 	The Board may accept the surrender of any shares which it is in a position to
forfeit on such terms and conditions as may be agreed. Subject to those terms and
conditions, a surrendered share shall be treated as if it had been forfeited.






	8.	 	Share Certificates






	 	8.1	 	The Company shall not be under an obligation to issue any share certificates to a
Member and the shares of the Company shall be held in uncertificated form only.




 









 











			
	 	 	 
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	9.	 	Fractional Shares






	 	 	The Company may issue its shares in fractional denominations and deal with such fractions to
the same extent as its whole shares and shares in fractional denominations shall have in
proportion to the respective fractions represented thereby all of the rights of whole shares
including (but without limiting the generality of the foregoing) the right to vote, to
receive dividends and distributions and to participate in a winding-up.





REGISTRATION OF SHARES





	10.	 	Register of Members






	 	10.1	 	The Board shall cause to be kept in one or more books a Register of Members and
shall enter therein the particulars required by the Act.
	 
	 	10.2	 	The Register of Members shall be open to inspection at the registered office of
the Company on every business day, subject to such reasonable restrictions as the Board
may impose, so that not less than two hours in each business day be allowed for
inspection. The Register of Members may, after notice has been given in accordance with
the Act, be closed for any time or times not exceeding in the whole thirty days in each
year.






	11.	 	Registered Holder Absolute Owner






	 	 	The Company shall be entitled to treat the registered holder of any share as the absolute
owner thereof and accordingly shall not be bound to recognise any equitable claim or other
claim to, or interest in, such share on the part of any other person.






	12.	 	Transfer of Registered Shares






	 	12.1	 	No transfer of shares shall be permitted, and the Company shall not register any
such transfer, unless such transfer is made in compliance with the provisions of the
Shareholders’ Agreement.
	 
	 	12.2	 	An instrument of transfer shall be in writing in the form of the following, or as
near thereto as circumstances admit, or in such other form as the Board may accept:





Transfer of a Share or Shares

• (the “Company”)





	 	 	 	FOR VALUE RECEIVED [amount], I, [name of transferor] hereby sell,
assign and transfer unto [transferee] of [address], [number] of shares
of the Company.
	 
	 	 	 	DATED this [ ] day of [ ], 200[ ]





	 	 	 

	Signed by:

	 	In the presence of:
	 
	 	 
	 
	 	 
	 

	 	 
	Transferor

	 	Witness
	 
	 	 
	 
	 	 
	 

	 	 





 









 






			
	 	 	 
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	Transferee
	 	Witness







	 	12.3	 	Such instrument of transfer shall be signed by or on behalf of the transferor and
transferee, provided that, in the case of a fully paid share, the Board may accept the
instrument signed by or on behalf of the transferor alone. The transferor shall be
deemed to remain the holder of such share until the same has been transferred to the
transferee in the Register of Members.
	 
	 	12.4	 	The Board may refuse to recognise any instrument of transfer unless it is
accompanied by the certificate in respect of the shares to which it relates and by such
other evidence as the Board may reasonably require to show the right of the transferor
to make the transfer, including compliance with the terms of the Shareholders’ Agreement
as applicable.
	 
	 	12.5	 	The joint holders of any share may transfer such share to one or more of such
joint holders, and the surviving holder or holders of any share previously held by them
jointly with a deceased Member may transfer any such share to the executors or
administrators of such deceased Member.
	 
	 	12.6	 	The Board shall refuse to register a transfer unless all applicable consents,
authorisations and permissions of any governmental body or agency in Bermuda have been
obtained. If the Board refuses to register a transfer of any share the Secretary shall,
within three months after the date on which the transfer was lodged with the Company,
send to the transferor and transferee notice of the refusal.






	13.	 	Transmission of Registered Shares






	 	13.1	 	In the case of the death of a Member, the survivor or survivors where the
deceased Member was a joint holder, and the legal personal representatives of the
deceased Member where the deceased Member was a sole holder, shall be the only persons
recognised by the Company as having any title to the deceased Member’s interest in the
shares. Nothing herein contained shall release the estate of a deceased joint holder
from any liability in respect of any share which had been jointly held by such deceased
Member with other persons. Subject to the provisions of the Act, for the purpose of
this Bye-law, legal personal representative means the executor or administrator of a
deceased Member or such other person as the Board may, in its absolute discretion,
decide as being properly authorised to deal with the shares of a deceased Member.
	 
	 	13.2	 	Any person becoming entitled to a share in consequence of the death or bankruptcy
of any Member may be registered as a Member upon such evidence as the Board may deem
sufficient or may elect to nominate some person to be registered as a transferee of such
share, and in such case the person becoming entitled shall execute in favour of such
nominee an instrument of transfer in writing in the form, or as near thereto as
circumstances admit, of the following:





Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member

• (the “Company”)





	 	 	 	I/We, having become entitled in consequence of the [death/bankruptcy] of [name
and address of deceased/bankrupt Member] to [number] share(s) standing in the
Register of Members of the Company in the name of the said [name of
deceased/bankrupt Member] instead of being registered myself/ourselves, elect
to have [name of transferee] (the “Transferee”) registered as a transferee of
such share(s) and I/we do hereby accordingly transfer the said share(s) to the
Transferee to hold the same unto the Transferee, his or





 









 










			
	 	 	 
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	 	 	 	her executors, administrators and assigns, subject to the conditions on which
the same were held at the time of the execution hereof; and the Transferee does
hereby agree to take the said share(s) subject to the same conditions.
	 
	 	 	 	DATED this [  ] day of [  ], 200[  ]





	 	 	 

	Signed by:

	 	In the presence of:
	 
	 	 
	 
	 	 
	 

	 	 
	Transferor

	 	Witness
	 
	 	 
	 
	 	 
	 

	 	 
	Transferee

	 	Witness
	 
	 	 
	 
	 	 






	 	13.3	 	On the presentation of the foregoing materials to the Board, accompanied by such
evidence as the Board may require to prove the title of the transferor, the transferee
shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any
case, have the same right to decline or suspend registration as it would have had in the
case of a transfer of the share by that Member before such Member’s death or bankruptcy,
as the case may be.
	 
	 	13.4	 	Where two or more persons are registered as joint holders of a share or shares,
then in the event of the death of any joint holder or holders the remaining joint holder
or holders shall be absolutely entitled to the said share or shares and the Company
shall recognise no claim in respect of the estate of any joint holder except in the case
of the last survivor of such joint holders.





ALTERATION OF SHARE CAPITAL





	14.	 	Power to Alter Capital






	 	14.1	 	The Company may if authorised by resolution of the Members increase, divide,
consolidate, subdivide, change the currency denomination of, diminish or otherwise alter
or reduce its share capital in any manner permitted by the Act and as permitted by the
Shareholders’ Agreement.
	 
	 	14.2	 	Where, on any alteration or reduction of share capital, fractions of shares or
some other difficulty would arise, the Board may deal with or resolve the same in such
manner as it thinks fit.






	15.	 	Variation of Rights Attaching to Shares
	 
	 	 	Subject to the requirements set forth in the Shareholders’ Agreement, if, at any time, the
share capital is divided into different classes of shares, the rights attached to any class
(unless otherwise provided by the terms of issue of the shares of that class) may, whether or
not the Company is being wound-up, be varied with the consent in writing of the holders of
three-fourths of the issued shares of that class or with the sanction of a resolution passed
by a majority of the votes cast at a separate general meeting of the holders of the shares of
the class at which meeting the necessary quorum shall be two persons at least




 









 











			
	 	 	 
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	 	 	holding or representing by proxy one-third of the issued shares of the class. The rights
conferred upon the holders of the shares of any class issued with preferred or other rights
shall not, unless otherwise expressly provided by the terms of issue of the shares of that
class, be deemed to be varied by the creation or issue of further shares ranking pari passu
therewith.





DIVIDENDS AND CAPITALISATION





	16.	 	Dividends






	 	16.1	 	The Board may, subject to these Bye-laws and the Shareholders’ Agreement and in
accordance with the Act, declare a dividend to be paid to the Members, in proportion to
the number of shares held by them, and such dividend may be paid in cash or wholly or
partly in specie in which case the Board may fix the value for distribution in specie of
any assets. No unpaid dividend shall bear interest as against the Company.
	 
	 	16.2	 	The Board may fix any date as the record date for determining the Members
entitled to receive any dividend.
	 
	 	16.3	 	The Company may pay dividends in proportion to the amount paid up on each share
where a larger amount is paid up on some shares than on others.
	 
	 	16.4	 	Subject to the Shareholders’ Agreement, the Board may declare and make such other
distributions (in cash or in specie) to the Members as may be lawfully made out of the
assets of the Company. No unpaid distribution shall bear interest as against the
Company.






	17.	 	Power to Set Aside Profits
	 
	 	 	The Board may, before declaring a dividend, set aside out of the surplus or profits of the
Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for
equalising dividends or for any other purpose.






	18.	 	Method of Payment






	 	18.1	 	Any dividend, interest, or other monies payable in cash in respect of the shares
may be paid by cheque or draft sent through the post directed to the Member at such
Member’s address in the Register of Members, or to such person and to such address as
the holder may in writing direct.
	 
	 	18.2	 	In the case of joint holders of shares, any dividend, interest or other monies
payable in cash in respect of shares may be paid by cheque or draft sent through the
post directed to the address of the holder first named in the Register of Members, or to
such person and to such address as the joint holders may in writing direct. If two or
more persons are registered as joint holders of any shares any one can give an effectual
receipt for any dividend paid in respect of such shares.
	 
	 	18.3	 	The Board may deduct from the dividends or distributions payable to any Member
all monies due from such Member to the Company on account of calls or otherwise.




 









 











			
	 	 	 
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	19.	 	Capitalisation






	 	19.1	 	The Board may resolve to capitalise any sum for the time being standing to the
credit of any of the Company’s share premium or other reserve accounts or to the credit
of the profit and loss account or otherwise available for distribution by applying such
sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to
the Members.
	 
	 	19.2	 	The Board may resolve to capitalise any sum for the time being standing to the
credit of a reserve account or sums otherwise available for dividend or distribution by
applying such amounts in paying up in full partly paid or nil paid shares of those
Members who would have been entitled to such sums if they were distributed by way of
dividend or distribution.





MEETINGS OF MEMBERS





	20.	 	Annual General Meetings
	 
	 	 	The annual general meeting of the Company shall be held in each year (other than the year of
incorporation) at such time and place as the President or the Chairman or any two Directors
or any Director and the Secretary or the Board shall appoint.
	 
	21.	 	Special General Meetings
	 
	 	 	The President or the Chairman or any two Directors or any Director and the Secretary or the
Board may convene a special general meeting of the Company whenever in their judgment such a
meeting is necessary.
	 
	22.	 	Requisitioned General Meetings
	 
	 	 	The Board shall, on the requisition of Members holding at the date of the deposit of the
requisition not less than one-tenth of such of the paid-up share capital of the Company as at
the date of the deposit carries the right to vote at general meetings of the Company,
forthwith proceed to convene a special general meeting of the Company and the provisions of
the Act shall apply.
	 
	23.	 	Notice






	 	23.1	 	Subject to the requirements of the Shareholders’ Agreement, at least five days’
notice of an annual general meeting shall be given to each Member entitled to attend and
vote thereat, stating the date, place and time at which the meeting is to be held, that
the election of Directors will take place thereat, and as far as practicable, the other
business to be conducted at the meeting.
	 
	 	23.2	 	Subject to the requirements of the Shareholders’ Agreement, at least five days’
notice of a special general meeting shall be given to each Member entitled to attend and
vote thereat, stating the date, time, place and the general nature of the business to be
considered at the meeting.
	 
	 	23.3	 	The Board may fix any date as the record date for determining the Members
entitled to receive notice of and to vote at any general meeting of the Company.




 









 











			
	 	 	 
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	 	23.4	 	Subject to the requirements of the Shareholders’ Agreement, a general meeting of
the Company shall, notwithstanding that it is called on shorter notice than that
specified in these Bye-laws, be deemed to have been properly called if it is so agreed
by (i) all the Members entitled to attend and vote thereat in the case of an annual
general meeting; and (ii) by a majority in number of the Members having the right to
attend and vote at the meeting, being a majority together holding not less than 95% in
nominal value of the shares giving a right to attend and vote thereat in the case of a
special general meeting.
	 
	 	23.5	 	Subject to the requirements of the Shareholders’ Agreement, the accidental
omission to give notice of a general meeting to, or the non-receipt of a notice of a
general meeting by, any person entitled to receive notice shall not invalidate the
proceedings at that meeting.






	24.	 	Giving Notice






	 	24.1	 	A notice may be given by the Company to any Member either by delivering it to
such Member in person or by sending it to such Member’s address in the Register of
Members or to such other address given for the purpose. For the purposes of this
Bye-law, a notice may be sent by letter mail, courier service, cable, telex, telecopier,
facsimile, electronic mail or other mode of representing words in a legible form.
	 
	 	24.2	 	Any notice required to be given to a Member shall, with respect to any shares
held jointly by two or more persons, be given to whichever of such persons is named
first in the Register of Members and notice so given shall be sufficient notice to all
the holders of such shares.
	 
	 	24.3	 	Any notice shall be deemed to have been served at the time when the same would be
delivered in the ordinary course of transmission and, in proving such service, it shall
be sufficient to prove that the notice was properly addressed and prepaid, if posted,
and the time when it was posted, delivered to the courier or to the cable company or
transmitted by telex, facsimile, electronic mail, or such other method as the case may
be.






	25.	 	Postponement of General Meeting
	 
	 	 	The Secretary may postpone any general meeting called in accordance with the provisions of
these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice
of postponement is given to each Member before the time for such meeting. Fresh notice of
the date, time and place for the postponed meeting shall be given to each Member in
accordance with the provisions of these Bye-laws and the Shareholders’ Agreement.
	 
	26.	 	Participating in Meetings by Telephone
	 
	 	 	Members may participate in any general meeting by means of such telephone, electronic or
other communication facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and participation in such a
meeting shall constitute presence in person at such meeting.






 












 





			
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	 	27.1	 	At any general meeting of the Company two or more persons present in person and
representing in person or by proxy in excess of 50% of the total issued voting shares in
the Company throughout the meeting shall form a quorum for the transaction of business,
provided that if the Company shall at any time have only one Member, one Member present
in person or by proxy shall form a quorum for the transaction of business at any general
meeting of the Company held during such time.
	 
	 	27.2	 	If within half an hour from the time appointed for the meeting a quorum is not
present, then, in the case of a meeting convened on a requisition, the meeting shall be
deemed cancelled and, in any other case, the meeting shall stand adjourned to the same
day one week later, at the same time and place or to such other day, time or place as
the Secretary may determine. If the meeting shall be adjourned to the same day one week
later or the Secretary shall determine that the meeting is adjourned to a specific date,
time and place, it is not necessary to give notice of the adjourned meeting other than
by announcement at the meeting being adjourned. If the Secretary shall determine that
the meeting be adjourned to an unspecified date, time or place, fresh notice of the
resumption of the meeting shall be given to each Member entitled to attend and vote
thereat in accordance with the provisions of these Bye-laws.






	28.	 	Chairman to Preside
	 
	 	 	Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the
Chairman, if there be one, and if not the President, shall act as chairman at all meetings of
the Members at which such person is present. In their absence, the Deputy Chairman or Vice
President, if present, shall act as chairman and in the absence of all of them a chairman
shall be appointed or elected by those present at the meeting and entitled to vote.
	 
	29.	 	Voting on Resolutions






	 	29.1	 	Subject to the provisions of the Act and these Bye-laws and the Shareholders’
Agreement, any question proposed for the consideration of the Members at any general
meeting shall be decided by the affirmative votes of a majority of the votes cast in
accordance with the provisions of these Bye-laws and in the case of an equality of votes
the resolution shall fail.
	 
	 	29.2	 	No Member shall be entitled to vote at a general meeting unless such Member has
paid all the calls on all shares held by such Member.
	 
	 	29.3	 	At any general meeting a resolution put to the vote of the meeting shall, in the
first instance, be voted upon by a show of hands and, subject to any rights or
restrictions for the time being lawfully attached to any class of shares and subject to
the provisions of these Bye-laws, every Member present in person and every person
holding a valid proxy at such meeting shall be entitled to one vote and shall cast such
vote by raising his or her hand.
	 
	 	29.4	 	At any general meeting if an amendment shall be proposed to any resolution under
consideration and the chairman of the meeting shall rule on whether the proposed
amendment is out of order, the proceedings on the substantive resolution shall not be
invalidated by any error in such ruling.




 









 











			
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	 	29.5	 	At any general meeting a declaration by the chairman of the meeting that a
question proposed for consideration has, on a show of hands, been carried, or carried
unanimously, or by a particular majority, or lost, and an entry to that effect in a book
containing the minutes of the proceedings of the Company shall, subject to the
provisions of these Bye-laws, be conclusive evidence of that fact.






	30.	 	Power to Demand a Vote on a Poll






	 	30.1	 	Notwithstanding the foregoing, a poll may be demanded by any of the following
persons:






	 	(a)	 	the chairman of such meeting; or
	 
	 	(b)	 	at least three Members present in person or represented by proxy;
or
	 
	 	(c)	 	any Member or Members present in person or represented by proxy and
holding between them not less than one-tenth of the total voting rights of all
the Members having the right to vote at such meeting; or
	 
	 	(d)	 	any Member or Members present in person or represented by proxy
holding shares in the Company conferring the right to vote at such meeting, being
shares on which an aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all such shares conferring such right.






	 	30.2	 	Where a poll is demanded, subject to any rights or restrictions for the time
being lawfully attached to any class of shares, every person present at such meeting
shall have one vote for each share of which such person is the holder or for which such
person holds a proxy and such vote shall be counted by ballot as described herein, or in
the case of a general meeting at which one or more Members are present by telephone, in
such manner as the chairman of the meeting may direct and the result of such poll shall
be deemed to be the resolution of the meeting at which the poll was demanded and shall
replace any previous resolution upon the same matter which has been the subject of a
show of hands. A person entitled to more than one vote need not use all his votes or
cast all the votes he uses in the same way.
	 
	 	30.3	 	A poll demanded for the purpose of electing a chairman of the meeting or on a
question of adjournment shall be taken forthwith and a poll demanded on any other
question shall be taken in such manner and at such time and place at such meeting as the
chairman (or acting chairman) of the meeting may direct and any business other than that
upon which a poll has been demanded may be proceeded with pending the taking of the
poll.
	 
	 	30.4	 	Where a vote is taken by poll, each person present and entitled to vote shall be
furnished with a ballot paper on which such person shall record his vote in such manner
as shall be determined at the meeting having regard to the nature of the question on
which the vote is taken, and each ballot paper shall be signed or initialed or otherwise
marked so as to identify the voter and the registered holder in the case of a proxy. At
the conclusion of the poll, the ballot papers shall be examined and counted by a
committee of not less than two Members or proxy holders appointed by the chairman for
the purpose and the result of the poll shall be declared by the chairman.




 









 











			
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	31.	 	Voting by Joint Holders of Shares
	 
	 	 	In the case of joint holders, the vote of the senior who tenders a vote (whether in person or
by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for
this purpose seniority shall be determined by the order in which the names stand in the
Register of Members.
	 
	32.	 	Instrument of Proxy






	32.1	 	An instrument appointing a proxy shall be in writing or transmitted by electronic
mail in substantially the following form or such other form as the chairman of the
meeting shall accept:






Proxy


• (the “Company”)



	 	 	I/We, [insert names here], being a Member of the Company with [number] shares,
HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be
my/our proxy to vote for me/us at the meeting of the Members to be held on the
[ ] day of [ ], 200[ ] and at any adjournment thereof. (Any restrictions on
voting to be inserted here.)





	 	 	 	 	 

	 

	 	Signed this [ ] day of [ ], 200[ ]	 	 
	 

	 	 

Member(s)
	 	 







	32.2	 	The instrument of proxy shall be signed or, in the case of a transmission by
electronic mail, electronically signed in a manner acceptable to the chairman, by the
appointor or by the appointor’s attorney duly authorised in writing, or if the appointor
is a corporation, either under its seal or signed or, in the case of a transmission by
electronic mail, electronically signed in a manner acceptable to the chairman, by a duly
authorised officer or attorney.
	 
	32.3	 	A Member who is the holder of two or more shares may appoint more than one proxy
to represent him and vote on his behalf.
	 
	32.4	 	Subject to Bye-law 32.5, the decision of the chairman of any general meeting as
to the validity of any appointment of a proxy shall be final.
	 
	32.5	 	Any Member may irrevocably appoint a proxy and in such case: (i) such appointment
shall be irrevocable in accordance with the terms of the instrument of appointment; (ii)
the Company shall be given notice of the appointment, such notice to include the name,
address, telephone number and electronic mail address of the proxy, and the Company
shall give to such proxy notice of all meetings of shareholders of the Company; (iii)
such proxy shall be the only person entitled to vote the relevant shares at any meeting
at which such proxy is present; and (iv) the Company shall be obliged to recognise the
proxy until such time as such proxy shall notify the Company in writing that the
appointment of such proxy is no longer in force.





 









 










			
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	33.	 	Representation of Corporate Member






	 	33.1	 	A corporation which is a Member may, by written instrument, authorise such person
or persons as it thinks fit to act as its representative at any meeting of the Members
and any person so
authorised shall be entitled to exercise the same powers on behalf of the corporation
which such person represents as that corporation could exercise if it were an
individual Member, and that Member shall be deemed to be present in person at any such
meeting attended by its authorised representative or representatives.
	 
	 	33.2	 	Notwithstanding the foregoing, the chairman of the meeting may accept such
assurances as he thinks fit as to the right of any person to attend and vote at general
meetings on behalf of a corporation which is a Member.






	34.	 	Adjournment of General Meeting
	 
	 	 	The chairman of a general meeting may, with the consent of the Members at any general meeting
at which a quorum is present, and shall if so directed, adjourn the meeting. Unless the
meeting is adjourned to a specific date, place and time announced at the meeting being
adjourned, fresh notice of the date, place and time for the resumption of the adjourned
meeting shall be given to each Member entitled to attend and vote thereat in accordance with
the provisions of these Bye-laws.
	 
	35.	 	Written Resolutions






	 	35.1	 	Subject to these Bye-laws, anything which may be done by resolution of the
Company in general meeting or by resolution of a meeting of any class of the Members
may, without a meeting be done by resolution in accordance with these Bye-laws and the
Shareholders’ Agreement.
	 
	 	35.2	 	Notice of a written resolution shall be given, and a copy of the resolution shall
be circulated in accordance with the requirements of the Shareholders’ Agreement to all
Members who would be entitled to attend a meeting and vote thereon.
	 
	 	35.3	 	A written resolution is passed when it is signed by, or in the case of a Member
that is a corporation, on behalf of, the Members who at the date the notice is given
represent such majority of votes (or other required votes pursuant to the Shareholders’
Agreement) as would be required if the resolution was voted on at a meeting of Members
at which all Members entitled to attend and vote thereat were present and voting.
	 
	 	35.4	 	A resolution in writing may be signed in any number of counterparts.
	 
	 	35.5	 	A resolution in writing made in accordance with this Bye-law and the Shareholders
Agreement is as valid as if it had been passed by the Company in general meeting or by a
meeting of the relevant class of Members, as the case may be, and any reference in any
Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a
resolution shall be construed accordingly.
	 
	 	35.6	 	A resolution in writing made in accordance with this Bye-law shall constitute
minutes for the purposes of the Act.
	 
	 	35.7	 	This Bye-law shall not apply to:





 









 










			
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	 	(a)	 	a resolution passed to remove an auditor from office before the
expiration of his term of office; or
	 
	 	(b)	 	a resolution passed for the purpose of removing a Director before
the expiration of his term of office.






	 	35.8	 	For the purposes of these Bye-laws, the effective date of the resolution is the
date when the resolution is signed by, or in the case of a Member that is a corporation
whether or not a company within the meaning of the Act, on behalf of, the last Member
whose signature results in the necessary voting majority (or such other voting threshold
as required by the Shareholders’ Agreement) being achieved and any reference in any
Bye-law to the date of passing of a resolution is, in relation to a resolution made in
accordance with this Bye-law and the Shareholders’ Agreement, a reference to such date.






	36.	 	Directors Attendance at General Meetings
	 
	 	 	The Directors of the Company shall be entitled to receive notice of, attend and be heard at
any general meeting.





DIRECTORS AND OFFICERS





	37.	 	Election of Directors






	 	37.1	 	Subject to the Shareholders’ Agreement,






	 	(a)	 	the Board of Directors shall be elected or appointed in the first
place at the statutory meeting of the Company and thereafter, except in the case
of a casual vacancy, at the annual general meeting or at any special general
meeting called for that purpose;
	 
	 	(b)	 	at any general meeting the Members may authorise the Board to fill
any vacancy in their number left unfilled at a general meeting.






	 	38.	 	Number of Directors
	 
	 	 	 	Subject to the Shareholders’ Agreement, the Board shall consist of not less than two
Directors or such number in excess thereof as the Members may determine.
	 
	 	39.	 	Term of Office of Directors
	 
	 	 	 	Subject to the Shareholders’ Agreement, Directors shall hold office for such term as the
Members may determine or, in the absence of such determination, until the next annual general
meeting or until their successors are elected or appointed or their office is otherwise
vacated.




 









 










			
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	 	40.	 	Alternate Directors

	 
	 	40.1	 	At any general meeting of the Company, the Members entitled to designate or vote
for any Director may elect a person or persons to act as a Director in the alternative
to any such Director of the Company or may authorise the Board to appoint such Alternate
Directors.
	 
	 	40.2	 	Unless the Members otherwise resolve and subject to the Shareholders’ Agreement,
any Director may appoint a person or persons to act as a Director in the alternative to
himself by notice in
writing deposited with the Secretary. Any person so elected or appointed shall have
all the rights and powers of the Director or Directors for whom such person is
appointed in the alternative provided that such person shall not be counted more than
once in determining whether or not a quorum is present.
	 
	 	40.3	 	An Alternate Director shall be entitled to receive notice of all meetings of the
Board and to attend and vote at any such meeting at which a Director for whom such
Alternate Director was appointed in the alternative is not personally present and
generally to perform at such meeting all the functions of such Director for whom such
Alternate Director was appointed.
	 
	 	40.4	 	An Alternate Director shall cease to be such if the Director for whom such
Alternate Director was appointed ceases for any reason to be a Director but may be
re-appointed by the Board as an alternate to the person appointed to fill the vacancy in
accordance with these Bye-laws and the Shareholders’ Agreement.






	41.	 	Removal of Directors






	 	41.1	 	Subject to the Shareholders’ Agreement, the Members entitled to designate or vote
for the election of any Director may, at any special general meeting convened and held
in accordance with these Bye-laws, remove such Director provided that the notice of any
such meeting convened for the purpose of removing a Director shall contain a statement
of the intention so to do and be served on such Director not less than 14 days before
the meeting and at such meeting such Director shall be entitled to be heard on the
motion for such Director’s removal.
	 
	 	41.2	 	Subject to the Shareholders’ Agreement, if a Director is removed from the Board
under the provisions of these Bye-laws and the Shareholders Agreement, the Members
entitled to designate or elect such Director may fill the vacancy at the meeting at
which such Director is removed.






	42.	 	Vacancy in the Office of Director






	 	42.1	 	The office of Director shall be vacated if the Director:






	 	(a)	 	is removed from office pursuant to these Bye-laws and the
Shareholders Agreement or is prohibited from being a Director by law;
	 
	 	(b)	 	is or becomes bankrupt, or makes any arrangement or composition
with his creditors generally;
	 
	 	(c)	 	is or becomes of unsound mind or dies;
	 
	 	(d)	 	resigns his office by notice in writing to the Company; or





 









 










			
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	 	(e)	 	in accordance with the terms of the Shareholders’ Agreement.






	 	42.2	 	42.2 Other than the New Shareholders Directors (as such term is defined in the
Shareholders’ Agreement), the Board shall have the power to appoint any person as a
Director to fill a vacancy on the Board occurring as a result of the death, disability,
disqualification or resignation of any Director and to appoint an Alternate Director to
any Director so appointed.






	43.	 	Remuneration of Directors
	 
	 	 	Subject to the Shareholders’ Agreement, the remuneration (if any) of the Directors shall be
determined by the Company in general meeting and shall be deemed to accrue from day to day.
The Directors may also be paid all travel, hotel and other expenses properly incurred by them
in attending and returning from the meetings of the Board, any committee appointed by the
Board, general meetings of the Company, or in connection with the business of the Company or
their duties as Directors generally.
	 
	44.	 	Defect in Appointment of Director
	 
	 	 	All acts done in good faith by the Board or by a committee of the Board or by any person
acting as a Director shall, notwithstanding that it be afterwards discovered that there was
some defect in the appointment of any Director or person acting as aforesaid, or that they or
any of them were disqualified, be as valid as if every such person had been duly appointed
and was qualified to be a Director.
	 
	45.	 	Directors to Manage Business
	 
	 	 	The business of the Company shall be managed and conducted by the Board subject to the
provisions of the Shareholders’ Agreement. In managing the business of the Company, the
Board may exercise all such powers of the Company as are not, by statute or by these
Bye-laws, required to be exercised by the Company in general meeting subject, nevertheless,
to these Bye-laws, the Shareholders’ Agreement, the provisions of any statute and to such
directions as may be prescribed by the Company in general meeting.
	 
	46.	 	Powers of the Board of Directors
	 
	 	 	Subject to the Shareholders’ Agreement, the Board may:






	 	(a)	 	appoint, suspend, or remove any manager, secretary, clerk, agent or
employee of the Company and may fix their remuneration and determine their
duties;
	 
	 	(b)	 	exercise all the powers of the Company to borrow money and to
mortgage or charge its undertaking, property and uncalled capital, or any part
thereof, and may issue debentures, debenture stock and other securities whether
outright or as security for any debt, liability or obligation of the Company or
any third party;
	 
	 	(c)	 	appoint one or more Directors to the office of managing director or
chief executive officer of the Company, who shall, subject to the control of the
Board, supervise and administer all of the general business and affairs of the
Company;





 









 










			
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	 	(d)	 	appoint a person to act as manager of the Company’s day-to-day
business and may entrust to and confer upon such manager such powers and duties
as it deems appropriate for the transaction or conduct of such business;
	 
	 	(e)	 	by power of attorney, appoint any company, firm, person or body of
persons, whether nominated directly or indirectly by the Board, to be an attorney
of the Company for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the Board) and for
such period and subject to such conditions as it may
think fit and any such power of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorney as the
Board may think fit and may also authorise any such attorney to sub-delegate
all or any of the powers, authorities and discretions so vested in the
attorney. Such attorney may, if so authorised under the seal of the Company,
execute any deed or instrument under such attorney’s personal seal with the
same effect as the affixation of the seal of the Company;
	 
	 	(f)	 	procure that the Company pays all expenses incurred in promoting
and incorporating the Company;
	 
	 	(g)	 	delegate any of its powers (including the power to sub-delegate) to
a committee of one or more persons appointed by the Board which, may consist
partly or entirely of non-Directors, provided that every such committee shall
conform to such directions as the Board shall impose on them and provided further
that the meetings and proceedings of any such committee shall be governed by the
provisions of these Bye-laws regulating the meetings and proceedings of the
Board, so far as the same are applicable and are not superseded by directions
imposed by the Board;
	 
	 	(h)	 	delegate any of its powers (including the power to sub-delegate) to
any person on such terms and in such manner as the Board may see fit;
	 
	 	(i)	 	present any petition and make any application in connection with
the liquidation or reorganisation of the Company;
	 
	 	(j)	 	in connection with the issue of any share, pay such commission and
brokerage as may be permitted by law; and
	 
	 	(k)	 	authorise any company, firm, person or body of persons to act on
behalf of the Company for any specific purpose and in connection therewith to
execute any agreement, document or instrument on behalf of the Company.






	47.	 	Register of Directors and Officers
	 
	 	 	The Board shall cause to be kept in one or more books at the registered office of the Company
a Register of Directors and Officers and shall enter therein the particulars required by the
Act.





 









 










			
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	48.	 	Officers
	 
	 	 	The Officers shall consist of a President and a Vice President or a Chairman and a Deputy
Chairman, a Secretary and such additional Officers as the Board may determine all of whom
shall be deemed to be Officers for the purposes of these Bye-laws.
	 
	49.	 	Appointment of Officers
	 
	 	 	The Board shall, as soon as possible after the statutory meeting of Members and after each
annual general meeting, appoint a President and Vice President or a Chairman and Deputy
Chairman who shall be Directors. The Secretary (and additional Officers, if any) shall be
appointed by the Board from time to time.
	 
	50.	 	Duties of Officers
	 
	 	 	The Officers shall have such powers and perform such duties in the management, business and
affairs of the Company as may be delegated to them by the Board from time to time.
	 
	51.	 	Remuneration of Officers
	 
	 	 	The Officers shall receive such remuneration as the Board may determine.
	 
	52.	 	Conflicts of Interest






	 	52.1	 	Any Director, or any Director’s firm, partner or any company with whom any
Director is associated, may act in any capacity for, be employed by or render services
to the Company and such Director or such Director’s firm, partner or company shall be
entitled to remuneration as if such Director were not a Director. Nothing herein
contained shall authorise a Director or Director’s firm, partner or company to act as
Auditor to the Company.
	 
	 	52.2	 	A Director who is directly or indirectly interested in a contract or proposed
contract or arrangement with the Company shall declare the nature of such interest as
required by the Act.
	 
	 	52.3	 	Following a declaration being made pursuant to this Bye-law, and unless
disqualified by the chairman of the relevant Board meeting, a Director may vote in
respect of any contract or proposed contract or arrangement in which such Director is
interested and may be counted in the quorum for such meeting.






	53.	 	Indemnification and Exculpation of Directors and Officers






	 	53.1	 	The Directors, Secretary and other Officers (such term to include any person
appointed to any committee by the Board) for the time being acting in relation to any of
the affairs of the Company, any subsidiary thereof, and the liquidator or trustees (if
any) for the time being acting in relation to any of the affairs of the Company or any
subsidiary thereof and every one of them, and their heirs, executors and administrators,
shall be indemnified and secured harmless out of the assets of the Company from and
against all actions, costs, charges, losses, damages and expenses which they or any of
them, their heirs, executors or administrators, shall or may incur or sustain by or by
reason of any act done, concurred in or omitted in or about the execution of their duty,
or supposed duty, or in their respective offices or trusts, and none of them shall be





 









 










			
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	 	 	 	answerable for the acts, receipts, neglects or defaults of the others of them or for
joining in any receipts for the sake of conformity, or for any bankers or other persons
with whom any moneys or effects belonging to the Company shall or may be lodged or
deposited for safe custody, or for insufficiency or deficiency of any security upon
which any moneys of or belonging to the Company shall be placed out on or invested, or
for any other loss, misfortune or damage which may happen in the execution of their
respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall
not extend to any matter in respect of any fraud or dishonesty which may attach to any
of the said persons. Each Member agrees to waive any claim or right of action such
Member might have, whether individually or by or in the right of the Company, against
any Director or Officer on account of any action taken by such Director or Officer, or
the failure of such Director or Officer to take any action in the performance of his
duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver
shall
not extend to any matter in respect of any fraud or dishonesty which may attach to
such Director or Officer.
	 
	 	53.2	 	The Company may purchase and maintain insurance for the benefit of any Director
or Officer of the Company against any liability incurred by him under the Act in his
capacity as a Director or Officer of the Company or indemnifying such Director or
Officer in respect of any loss arising or liability attaching to him by virtue of any
rule of law in respect of any negligence, default, breach of duty or breach of trust of
which the Director or Officer may be guilty in relation to the Company or any subsidiary
thereof.





MEETINGS OF THE BOARD OF DIRECTORS





	54.	 	Board Meetings
	 
	 	 	The Board may meet for the transaction of business, adjourn and otherwise regulate its
meetings as it sees fit. Subject to the requirements of the Shareholders’ Agreement, a
resolution put to the vote at a meeting of the Board shall be carried by the affirmative
votes of a majority of the votes cast and in the case of an equality of votes the resolution
shall fail.
	 
	55.	 	Notice of Board Meetings
	 
	 	 	A Director may, and the Secretary on the requisition of a Director shall, at any time summon
a meeting of the Board. Subject to the Shareholders’ Agreement, notice of a meeting of the
Board shall be deemed to be duly given to a Director if it is given to such Director verbally
(in person or by telephone) or otherwise communicated or sent to such Director by post,
cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a
legible form at such Director’s last known address or any other address given by such
Director to the Company for this purpose.
	 
	56.	 	Participation in Meetings by Telephone
	 
	 	 	Directors may participate in any meeting of the Board by means of such telephone, electronic
or other communication facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and participation in such a
meeting shall constitute presence in person at such meeting.





 









 










			
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	57.	 	Quorum at Board Meetings
	 
	 	 	Subject to the Shareholders’ Agreement, the quorum necessary for the transaction of business
at a meeting of the Board shall be two Directors.
	 
	58.	 	Board to Continue in the Event of Vacancy
	 
	 	 	Subject to the Shareholders’ Agreement, the Board may act notwithstanding any vacancy in its
number but, if and so long as its number is reduced below the number fixed by these Bye-laws
as the quorum necessary for the transaction of business at meetings of the Board, the
continuing Directors or Director may act for the purpose of (i) summoning a general meeting
of the Company; or (ii) preserving the assets of the Company.
	 
	59.	 	Chairman to Preside
	 
	 	 	Unless otherwise agreed by a majority of the Directors attending, the Chairman, if there be
one, and if not, the President shall act as chairman at all meetings of the Board at which
such person is present. In their absence the Deputy Chairman or Vice President, if present,
shall act as chairman and in the absence of all of them a chairman shall be appointed or
elected by the Directors present at the meeting.
	 
	60.	 	Written Resolutions
	 
	 	 	A resolution signed by all the Directors, which may be in counterparts, shall be as valid as
if it had been passed at a meeting of the Board duly called and constituted, such resolution
to be effective on the date on which the last Director signs the resolution. For the
purposes of this Bye-law only, “Director” shall not include an Alternate Director.
	 
	61.	 	Validity of Prior Acts of the Board
	 
	 	 	No regulation or alteration to these Bye-laws made by the Company in general meeting shall
invalidate any prior act of the Board which would have been valid if that regulation or
alteration had not been made.





CORPORATE RECORDS





	62.	 	Minutes
	 
	 	 	The Board shall cause minutes to be duly entered in books provided for the purpose:






	 	(a)	 	of all elections and appointments of Officers;
	 
	 	(b)	 	of the names of the Directors present at each meeting of the Board
and of any committee appointed by the Board; and
	 
	 	(c)	 	of all resolutions and proceedings of general meetings of the
Members, meetings of the Board, meetings of managers and meetings of committees
appointed by the Board.





 









 










			
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	63.	 	Place Where Corporate Records Kept
	 
	 	 	Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary
at the registered office of the Company.
	 
	64.	 	Form and Use of Seal






	 	64.1	 	The seal of the Company shall be in such form as the Board may determine. The
Board may adopt one or more duplicate seals for use in or outside Bermuda.
	 
	 	64.2	 	The seal of the Company shall not be affixed to any instrument except attested by
the signature of (i) a Director and the Secretary; or (ii) any two Directors; or (iii)
any person appointed by the Board for that purpose, provided that any Director, Officer
or Resident Representative, may affix
the seal of the Company attested by such Director, Officer or Resident
Representative’s signature to any authenticated copies of these Bye-laws, the
incorporating documents of the Company, the minutes of any meetings or any other
documents required to be authenticated by such Director, Officer or Resident
Representative.





ACCOUNTS





	65.	 	Books of Account






	 	65.1	 	The Board shall cause to be kept proper records of account with respect to all
transactions of the Company and in particular with respect to:






	 	(a)	 	all sums of money received and expended by the Company and the
matters in respect of which the receipt and expenditure relates;
	 
	 	(b)	 	all sales and purchases of goods by the Company; and
	 
	 	(c)	 	all assets and liabilities of the Company.






	 	65.2	 	Such records of account shall be kept at the registered office of the Company, or
subject to the provisions of the Act, at such other place as the Board thinks fit and
shall be available for inspection by the Directors during normal business hours.






	66.	 	Financial Year End
	 
	 	 	The financial year end of the Company may be determined by resolution of the Board and
failing such resolution shall be 31st December in each year.





AUDITS





	67.	 	Annual Audit






	 	 	Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to
the Act, the accounts of the Company shall be audited at least once in every year.





 









 










			
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	68.	 	Appointment of Auditor






	 	68.1	 	Subject to the provisions of the Act, at the annual general meeting or at a
subsequent special general meeting in each year, an independent representative of the
Members shall be appointed by them as Auditor of the accounts of the Company.
	 
	 	68.2	 	The Auditor may be a Member but no Director, Officer or employee of the Company
shall, during his continuance in office, be eligible to act as an Auditor of the
Company.






	69.	 	Remuneration of Auditor
	 
	 	 	Save in the case of an Auditor appointed pursuant to Bye-law 74, the remuneration of the
Auditor shall be fixed by the Company in general meeting or in such manner as the Members may
determine. In the case of an Auditor appointed pursuant to Bye-law 74, the remuneration of
the Auditor shall be fixed by the Directors.
	 
	70.	 	Duties of Auditor






	 	70.1	 	The financial statements provided for by these Bye-laws shall be audited by the
Auditor in accordance with generally accepted auditing standards. The Auditor shall
make a written report thereon in accordance with generally accepted auditing standards.
	 
	 	70.2	 	The generally accepted auditing standards referred to in this Bye-law may be
those of a country or jurisdiction other than Bermuda or such other generally accepted
auditing standards as may be provided for in the Act. If so, the financial statements
and the report of the Auditor shall identify the generally accepted auditing standards
used.






	71.	 	Access to Records
	 
	 	 	The Auditor shall at all reasonable times have access to all books kept by the Company and to
all accounts and vouchers relating thereto, and the Auditor may call on the Directors or
Officers of the Company for any information in their possession relating to the books or
affairs of the Company.
	 
	72.	 	Financial Statements
	 
	 	 	Subject to any rights to waive laying of accounts pursuant to the provisions of the Act,
financial statements as required by the Act shall be laid before the Members in general
meeting.
	 
	73.	 	Distribution of Auditor’s Report
	 
	 	 	The report of the Auditor shall be submitted to the Members in general meeting.
	 
	74.	 	Vacancy in the Office of Auditor
	 
	 	 	The Board may fill any casual vacancy in the office of the auditor.





 









 










			
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	 	Page 24






VOLUNTARY WINDING-UP AND DISSOLUTION





	75.	 	Winding-Up
	 
	 	 	Subject to the Shareholders’ Agreement, if the Company shall be wound up the liquidator may,
with the sanction of a resolution of the Members meeting the requirements of the
Shareholders’ Agreement and these Bye-laws, divide amongst the Members in specie or in kind
the whole or any part of the assets of the Company (whether they shall consist of property of
the same kind or not) and may, for such purpose, set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall be carried out
as between the Members or different classes of Members. The liquidator may, with the like
sanction, vest the whole or any part of such assets in the trustees upon such
trusts for the benefit of the Members as the liquidator shall think fit, but so that no
Member shall be compelled to accept any shares or other securities or assets whereon there is
any liability.





CHANGES TO CONSTITUTION





	76.	 	Changes to Bye-laws
	 
	 	 	No Bye-law shall be rescinded, altered or amended and no new Bye-law shall be made save in
accordance with the provisions of the Act and the Shareholders’ Agreement and until the same
has been approved by a resolution of the Board and by a resolution of the Members in
accordance with the Shareholders’ Agreement.
	 
	77.	 	Changes to the Memorandum of Association
	 
	 	 	No alteration or amendment to the Memorandum of Association shall be made save in accordance
with the provisions of the Act and the Shareholders’ Agreement and until same has been
approved by a resolution of the Board and by a resolution of the Members in accordance with
the Shareholders’ Agreement.
	 
	78.	 	Discontinuance
	 
	 	 	The Board may exercise all the powers of the Company to discontinue the Company to a
jurisdiction outside Bermuda pursuant to the Act.