AMENDMENT NO. 7 TO AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP
Exhibit 10.17
AMENDMENT NO. 7 TO AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP
Amendment No. 7, dated as of February 9, 2010, (this “Amendment”), to the Sixth
Amended and Restated Agreement of Exempted Limited Partnership, dated as of December 19, 2007, (as
amended, amended and restated, supplemented or otherwise modified from time to time, the
“Limited Partnership Agreement”), 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 provided in the Limited Partnership Agreement.
W I T N E S S E T H:
WHEREAS, Section 16.5 of the Limited Partnership Agreement permits the General Partner to
enter into amendments or waivers to the Limited Partnership Agreement; and
WHEREAS, the General Partner desires to amend the Limited Partnership Agreement on the terms
set forth herein.
NOW, THEREFORE, in consideration of the promises and covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Amendments
(a) The definition of “Qualified Public Offering” in Exhibit A to the Limited Partnership
Agreement is hereby replaced in its entirety with the following:
| “Qualified Public Offering” means any firm commitment underwritten offering of common stock to the public in the United States, Canada, Switzerland or any member nation of the European Union (i) for which aggregate cash proceeds to be received by the IPO Corporation from such offering (without deducting underwriting discounts, expenses and commissions) are at least $200,000,000 (or foreign currency equivalent thereof) or for which aggregate cash proceeds to be received by either the Blackstone Group, the TCV Group or the OEP Group from such offering (without deducting underwriting discounts, expenses and commissions) are at least $50,000,000 (or foreign currency equivalent thereof), and (ii) pursuant to which such shares of common stock are authorized and approved for listing on any recognized stock exchange.” |
(b) The definition of “IPO Conversion” in Section 4.5(a) is hereby amended by deleting the
words “a registered public offering pursuant to the Securities Act that is”.
Section 2. Governing Law
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, CAYMAN ISLANDS LAW.
Section 3. Headings
Section headings herein are included herein for convenience of reference only and shall not
constitute a part hereof for any other purpose or be given any substantive effect.
Section 4. Notices
All communications and notices hereunder shall be given as provided in the Limited Partnership
Agreement.
Section 5. Severability
The illegality or unenforceability of any provision of this Amendment or any instrument or
agreement required hereunder shall not in any way affect or impair the legality or enforceability
of the remaining provisions of this Amendment or any instrument or agreement required hereunder.
Section 6. Successors
The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties have executed this Amendment as a Deed effective the day and
year first above written.
| TDS Investor (Cayman) GP Ltd. as general partner of TDS Investor (Cayman) L.P. |
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| By: | ||||
| Authorized Signatory Name: Title: |
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