15.1.
Withdrawal of General Partner
41
Section 15.2.
Withdrawal of Limited Partners
41
ARTICLE XVI GENERAL PROVISIONS
41
Section 16.1.
Offset
41
Section 16.2.
Notices
41
Section 16.3.
Entire Agreement; Supersede
42
Section 16.4.
Effect of Waiver or Consent
42
Section 16.5.
Amendment or Restatement
42
Section 16.6.
Termination
43
Section 16.7.
Binding Effect
43
Section 16.8.
Governing Law; Severability; Limitation of Liability.
43
Section 16.9.
Further Assurances
44
Section 16.10.
Indemnification
44
Section 16.11.
Counterparts
44
Section 16.12.
Other Covenants.
44
Section 16.13.
VCOC; Condition to Funding.
44
Section 16.14.
Registration Rights
45
Exhibits
Exhibit A
Definitions
Exhibit B
Form of Spousal Agreement
Exhibit C
Form of Addendum Agreement
Exhibit D
Form of 83(b) Election
Exhibit E
Registration Rights Agreement
iii
TDS INVESTOR (CAYMAN) L.P.
This FOURTH AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP,
dated as of August
, 2007 (the "Agreement"), is being entered into by and
among TDS Investor (Cayman) GP Ltd., a Cayman Islands exempted company limited
by shares, as General Partner, and the Limited Partners listed on the signature
pages hereto as "Limited Partners" or "Management Limited Partners" and such
other Persons as shall hereinafter become Partners as hereinafter provided.
Preliminary Statement
(A)
THE GENERAL PARTNER AND THOSE LIMITED PARTNERS WHO WERE LIMITED
PARTNERS PRIOR TO OCTOBER 13, 2006 (THE "INITIAL LIMITED PARTNERS") FUNDED THE
PARTNERSHIP WITH A COMBINATION OF EQUITY CONTRIBUTIONS, WHICH FUNDS WERE USED TO
COMPLETE THE TRANSACTIONS (THE "TRANSACTIONS") CONTEMPLATED BY THE PURCHASE
AGREEMENT BY AND AMONG CENDANT CORPORATION, TRAVELPORT INC. AND TDS INVESTOR
LLC, DATED AS OF JUNE 30, 2006, AS AMENDED (THE "PURCHASE AGREEMENT");
(B)
THIS AGREEMENT WAS PREVIOUSLY AMENDED AND RESTATED AS OF OCTOBER
13, 2006 IN CONNECTION WITH THE INVESTMENT BY CERTAIN EMPLOYEES OF SUBSIDIARIES
OF THE PARTNERSHIP (THE "INITIAL MANAGEMENT LIMITED PARTNERS") WHO FUNDED THE
PARTNERSHIP WITH ADDITIONAL EQUITY CONTRIBUTIONS AND/OR PROVISION OF SERVICES TO
THE PARTNERSHIP AND ITS SUBSIDIARIES, AS FURTHER DESCRIBED IN THE APPLICABLE
MANAGEMENT EQUITY AWARD AGREEMENTS (THE "MANAGEMENT EQUITY AWARD AGREEMENTS")
BETWEEN THE PARTNERSHIP AND THE APPLICABLE INITIAL MANAGEMENT LIMITED PARTNER
DATED AS OF OCTOBER 13, 2006;
(C)
IN CONNECTION WITH THE EXECUTION OF THE MERGER AGREEMENT BY AND
AMONG TRAVELPORT, INC., WARPSPEED SUB INC., WORLDSPAN TECHNOLOGIES INC.,
CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P. AND ONTARIO TEACHERS PENSION
PLAN BOARD DATED AS OF DECEMBER 7, 2006, AS AMENDED (THE "MERGER AGREEMENT"),
OEP TP, LTD. INVESTED $125 MILLION IN CLASS A-1 INTERESTS AND, PURSUANT TO THAT
CERTAIN JOINER AND INVESTMENT AGREEMENT, DATED AS OF DECEMBER 7, 2006 (THE
"JOINDER AGREEMENT"), AS OF SUCH TIME, BECAME A LIMITED PARTNER OF THE
PARTNERSHIP; AND
(D)
PURSUANT TO THE JOINDER AGREEMENT, THE GENERAL PARTNER AND THE
SPONSOR GROUPS FURTHER AMENDED AND RESTATED THE AGREEMENT OF EXEMPTED LIMITED
PARTNERSHIP DATED AS OF OCTOBER 13, 2006 (THE "OCTOBER AGREEMENT"), WHICH
AMENDMENTS DID NOT REQUIRE THE APPROVAL OR CONSENT OF ANY OTHER LIMITED PARTNER
UNDER THE OCTOBER AGREEMENT.
(E)
THE GENERAL PARTNER AND THE SPONSOR GROUPS FURTHER AMENDED AND
RESTATED THE AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP DATED AS