**EXHIBIT 10.4**

 

**SHARE TRANSFERAGREEMENT**

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**DATED OCTOBER 01,2004**

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**KOMMANDITGESELLSCHAFTTRAVEL OVERLANDFLUGREISEN GMBH & CO**

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**OTTO FREIZEIT UNDTOURISTIK GMBH**

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**TRAVELOCITY GMBH**

 

**Allen & Overy LLP**

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**Frankfurt**

 

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**CONTENTS**

 
| **Clause** |               | **Page** |
|------------|--------------------|----------|
| 1.         | INTERPRETATION     | 2        |
| 2.         | SPLIT OF SHARES    | 2        |
| 3.         | TRANSFER OF SHARES | 2        |
| 4.         | CONFIDENTIALITY    | 2        |
| 5.         | MISCELLANEOUS      | 3        |

 

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THIS AGREEMENTis made in Hamburg on October 01,2004

 

**BETWEEN**

 

(1)                                  Kommanditgesellschaft TRAVELOVERLAND Flugreisen GmbH & Co, Munich, registered with the commercialregister of the local court in Munich under HRA 70203 (**TEUPartnership**); and

 

(2)                                  Otto Freizeit und TouristikGmbH (**OFT**), having its corporate seat inHamburg, Germany, registered with the commercial register of the local court ofHamburg under HRB 53725; and

 

(3)                                  Travelocity GmbH (**TVL GmbH**) having its corporate seat in Munich, Germany,registered with the commercial register of the local court of Munich underHRB 141895; and

 

TEUPartnership, OFT and TVL GmbH are hereinafter also referred to as **Party** and together as the **Parties**.

 

**WHEREAS:**

 

(A)                              On August 20, 2004 Otto(GmbH & Co KG) (**OTTO**),Travelocity.com LP (**TVLY**), OFT andTravelocity Holdings GmbH, amongst others, entered into the master agreement(deed no. 1285/2004 of the notary Dr. irur Axel Pfeifer, Hamburg) (the **Master Agreement**).

 

(B)                                Under the Master Agreement,the parties to such agreement agreed on a restructuring of the joint ventureactivities of OFT, OTTO and TVLY conducted under the joint venture agreementbetween OFT, TVLY and OTTO dated 7 September 2001 (Deed No. 1703/2001 ofthe notary Dr. Axel Pfeifer, Hamburg).

 

(C)                                As part of the restructuringprocess, Travelocity Holdings GmbH, Munich (**TEU**),a wholly owned subsidiary of TEU Partnership, acquired 100% of the shares in TravelocitySabre GmbH, a company registered with the commercial register of the localcourt of Munich under HRB 152122, having a registered share capital of Euro25,000 (**NewCo**). Subsequently, TEU contributedits shareholdings in Travelocity.co.uk Ltd, England, Resfeber Sverige AB,Sweden, Usit Connections SAS and Travelocity France SAS, both France, to NewCo.Thereafter, TEU sold its 100% share in NewCo to TEU Partnership.

 

(D)                               The sole shareholders of TEUPartnership, OFT and TVL GmbH, as of today passed a shareholder’s resolutionaccording to which each of the shareholders would withdraw (*Entnahme*) from TEU Partnership a 50% share in NewCo wherebyit is understood that the value of each of the shares shall equal 50% of thefair market value (*Teilwert*) of100% of the NewCo shares.

 

(E)                                 In order to implement theabove shareholder’s resolution and in accordance with clause 4.3(e) of theMaster Agreement, TEU Partnership, OFT and TVL GmbH wish to agree on thetransfer of 50% of the shares in NewCo to OFT and the transfer of 50% of theshares in NewCo to TVL GmbH.

 

**NOW IT IS HEREBY AGREED** as follows:

 

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**1.**                                      INTERPRETATION

 

1.1                                 The terms defined in thefollowing definitions shall have the meaning ascribed to them wherever used inthis Agreement unless otherwise defined in the respective Clause.

 

**Affiliate** means any corporation,partnership or other legal entity in which one of the Parties owns, directly orindirectly, an interest that provides it with more than 50 % of the ownershipvoting rights.

 

**Agreement** means this Share Transfer Agreement.

 

**Clause** means a clause of thisAgreement.

 

**Exhibit** means any annex, appendix,exhibit or schedule to this Agreement.

 

**SigningDate**meansthe date of this Agreement.

 

1.2                                 Unless this Agreement providesfor separate definitions for the singular and the plural (e.g.Company/Companies), the singular shall include the plural and *vice versa* and words denoting a person shall include, unlessotherwise stated, that person’s legal successors or assignees.

 

1.3                                 The headings in this Agreementare for convenience only and do not affect its interpretation.

 

1.3                                 Any Exhibit to this Agreementshall take effect as if set out in this Agreement and references to thisAgreement shall include its Exhibits.

 

**2.**                                      SPLIT OF SHARES

 

2.1                                 TEU Partnership herewithsplits its share in the nominal amount of Euro 25,000 in NewCo in two shares ofEuro 12,500.

 

2.2                                 A written approval by NewCo asto the split of the share is attached hereto as **Exhibit 2.2**.

 

**3.**                                      TRANSFER OF SHARES

 

3.1                                 TEU Partnership herebytransfers a share in the nominal amount of Euro 12,500 in NewCo to OFT and OFThereby accepts such transfer. The share is transferred with all rights andentitlements relating thereto.

 

3.2                                 TEU Partnership herebytransfers a share in the nominal amount of Euro 12,500 in NewCo to TVL GmbH andTVL GmbH hereby accepts such transfer. The share is transferred with all rightsand entitlements relating thereto.

 

3.3                                 In accordance with theshareholder’s resolution of TEU Partnership mentioned in the recitals under(D), the transfers will be performed on the basis of the fair market value (*Teilwert*) of the each of the shares of Euro 26,570,000 (inwords: twenty-six million five hundred seventy thousand Euros).

 

**4.**                                      CONFIDENTIALITY

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The contentsof this Agreement, its existence and all matters relating to this Agreement aswell as the negotiations relating to this Agreement shall be held confidential,and each Party agrees not to divulge any such information to any person withoutthe prior written approval of the other Parties, such approval not to beunreasonably withheld or delayed. Either party may,

 

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without suchapproval, announce or disclose such matters or information if required to do soby law or the rules of any relevant stock exchange or governmental or otherregulatory or supervisory body or authority of competent jurisdiction to whoserules the Party making the announcement or disclosure is subject, providedalways that the Party making such announcement or disclosure shall consult withthe other Parties in advance as to the form, contents and timing of suchannouncement or disclosure.

 

**5.**                                      MISCELLANEOUS

 

**5.1**                               Costs/Expenses

 

Clause 11 ofthe Master Agreement shall apply *mutatis mutandis*.

 

**5.2**                               Notification in accordancewith § 16 GmbHG

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The Partiesundertake to notify the company of the share transfers performed under thisAgreement in accordance with § 16 I GmbHG immediately after thenotarisation of this Agreement.

 

**5.3**                               Governing Law and DisputeResolution

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This Agreementand the rights of the Parties hereunder shall be governed by and construed inaccordance with the laws of the Federal Republic of Germany. The competentcourt of Frankfurt/Main shall have exclusive jurisdiction.

 

**5.4**                               Waiver

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None of theterms of this Agreement shall be deemed to have been waived by either Party,unless such waiver is in writing and signed by that Party. The waiver by eitherParty of a breach of any provision of this Agreement shall not operate or beconstrued as a waiver of any other provision of this Agreement or of anyfurther breach of the provision so waived. No extension of time for theperformance of any obligation or act hereunder shall be deemed to be anextension of time for the performance of any other obligation or act.

 

**5.5**                               Amendments and Modifications

 

This Agreementmay not be modified, amended or changed in any respect except in writing,unless notarisation is required. The same shall apply to any waiver of the needto comply with this Clause 5.5.

 

**5.6**                               Assignment

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Neither Partymay assign or charge any of its rights under this Agreement without the priorwritten consent of the other Parties always provided that the Parties mayassign its rights under this Agreement to an Affiliate without such consent.

 

**5.7**                               Severability

 

Each provisionof this Agreement shall be interpreted in such manner as to be effective andvalid under applicable law, but if any provision of this Agreement shall be orbecome wholly or partially unenforceable or invalid under any applicable law,such provision shall be ineffective only to the extent of such unenforceabilityor invalidity, and the remaining provisions of this Agreement shall continue tobe binding and in full force and effect. The

 

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same shallapply if it should transpire that this Agreement contains an omission. Insteadof the invalid or unenforceable provision the Parties shall agree on anappropriate provision which comes as close as legally possible to what theParties were trying to achieve with the invalid or unenforceable provision (or,as the case may be, the invalid or unenforceable part thereof). In the eventthat an omission needs to be rectified, a provision shall be agreed upon whichin view of the purpose and intent of this Agreement comes as close as possibleto what the Parties would have agreed if they had been aware of the omission atthe time that this Agreement was concluded.

 

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