**Exhibit 10.5**

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**SHARE PURCHASE AND TRANSFER AGREEMENT**

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**DATED OCTOBER 01, 2004**

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**OTTO FREIZEIT UND TOURISTIK GMBH**

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**TRAVELOCITY GMBH**

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**Allen & Overy LLP**

 

**Frankfurt**

 

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**CONTENTS**

 
| **Clause** | ** ** | ** **                                 | **Page** |
|------------|------------|--------------------------------------------|----------|
|       |       |                                       |     |
| 1.         |       | INTERPRETATION                             | 2        |
| 2.         |       | SALE AND  PURCHASE                         | 4        |
| 3.         |       | STATEMENTS  OF THE SELLER                  | 5        |
| 4.         |       | CLAIMS UNDER THE  SELLER’S STATEMENTS | 11       |
| 5.         |       | INDEMNIFICATION FOR TAXES                  | 11       |
| 6.         |       | LIMITATIONS                                | 12       |
| 7.         |       | CLOSING  ACCOUNTS                          | 13       |
| 8.         |       | NON-COMPETE                                | 13       |
| 9.         |       | CONFIDENTIALITY                            | 13       |
| 10.        |       | MISCELLANEOUS                              | 13       |

 

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THIS AGREEMENTis made in Hamburg on October 01, 2004

 

**BETWEEN**

 

(1)                                  Otto Freizeit und TouristikGmbH (**OFT**or the **Seller**)having its corporate seat in Hamburg, Germany, registered with the commercialregister of the local court of Hamburg under HRB 53725; and

 

(2)                                  Travelocity GmbH (**TVL GmbH** or the **Buyer**), havingits corporate seat in Munich, Germany, registered with the commercial registerof the local court of Munich under HRB 141895,

 

OFT and TVLGmbH are hereinafter also referred to as **Party** andtogether as the **Parties**.

 

**WHEREAS:**

 

(A)                              On August 20, 2004, Otto (GmbH& Co KG) (**OTTO**), OFT, Travelocity.com LP (**TVLY**) and TVL GmbH, amongst others, entered into the masteragreement (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 of thenotary Dr. Axel Pfeifer, Hamburg).

 

(C)                                Until the date of thisAgreement the joint venture activities were conducted throughKommanditgesellschaft TRAVEL OVERLAND Flugreisen GmbH & Co, Munich,registered with the commercial register of the local court in Munich under HRA70203 (**TEU Partnership**) and its subsidiaries.In more detail, TEU Partnership held 100% of the shares in Travelocity HoldingsGmbH, Munich, registered with the commercial register of the local court inMunich under HRB 141917 (**TEU**). TEU held100% of the shares in the following companies:

 

•                  Travelocity.co.uk Ltd., acompany incorporated in England with registration number 03007698, and with itsregistered address at Western House, Cambridge Road, Stanstead, Essex, CM2 48BZ;

 

•                  Resfeber Sverige AB, a companyincorporated in Sweden with company registration number 556551-8957 and withits registered address at Kungsgatan 38, 3 tr, 111 35 Stockholm, Sweden;

 

•                  Usit Connections SAS, acompany incorporated in France and registered with the NiceCommercial Court under the number 702 054 974 (1984 B 00632) with its registered address at455 Promenada des Anglais – Immeuble Arénice, 06299 Nice Cedex 03; and

 

•                  Travelocity France SAS, a company incorporatedin France with registration number 441 687 928 RCS Paris, and with registered address at 77 rue La Boëtie,75008 Paris.

 

ResfeberSverige AB holds 100 % of the shares in the following companies:

 

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•                  Skandinavisk Reisefeber AS,Oslo, Norway;

 

•                  Rejsefeber ApS, Copenhagen,Denmark;

 

•                  Box Office AB, Stockholm,Sweden; and

 

•                  Resfeber Skandinavien AB,Stockholm, Sweden.

 

UsitConnections SAS holds 100 % of the shares in the following company:

 

•                  Boomerang SAS, Nice Cedex,France.

 

(D)                               As part of the restructuring process,as of the date of this Agreement TEU acquired 100% of the shares in [NewCo],Munich, registered with the commercial register of the local court in Munichunder HRB 152122, having a registered share capital (*Stammkapital*)in the amount of Euro 25,000 (**NewCo**).Subsequently, TEU transferred all shares in Travelocity.co.uk Ltd, ResfeberSverige AB, Usit Connections SAS and Travelocity France SAS to NewCo.Thereafter, TEU Partnership acquired all shares in NewCo by TEU and,subsequently, each of OFT and TVL GmbH acquired by way of withdrawal (*Entnahme*) from TEU Partnership 50% of the shares in NewCo.

 

(E)                                 In accordance with clause4.4(f) of the Master Agreement, OFT wishes to sell and transfer, and TVL GmbHwishes to acquire, OFT’s 50% shareholding in NewCo.

 

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

 

**1.**                                      INTERPRETATION

** **

1.1                                 The terms defined in the followingdefinitions shall have the meaning ascribed to them wherever used in thisAgreement 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 Purchase andTransfer Agreement.

 

**Boomerang** means VFinances and itssubsidiaries at the date of the Master Agreement.

 

**Boomerang SAS** means Boomerang SAS, NiceCedex, France, a company which has been merged into Usit Connections SAS.

 

**Clause** means a clause of thisAgreement.

 

**Closing Accounts** means the financialstatements as of 30 September 2004 of the Subsidiaries the Parties agreed todraw up in accordance with Clause 7.

 

**Company** means NewCo.

 

**Euribor** means the percentage rate perannum determined by the Banking Federation of the European Union for athree-month period, as defined under http://www.euribor.org.

 

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

 

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**Information Technology** means allcomputer systems, communications systems, software and hardware which – unlessthe context expressly provides otherwise – are owned by or used by, or havebeen licensed to the Subsidiaries.

 

**Intellectual Property Rights** means allintellectual property rights and all applications for intellectual propertyrights, including in particular (without limitation) all patents, copyrights,rights to databases, trade marks, trade names, registered patterns and designs,topographies, Know-how and all inventions as well as domain names.

 

**Investment Plan** means the investment planagreed by the shareholders of TEU Partnership in November 2003 with respect tothe funding of their joint venture activities.

 

**KPMG** means KPMG Deutsche TreuhandAktiengesellschaft, Wirtschaftsprüfungsge-sellschaft,Steuerberatungsgesellschaft, Germany.

 

**Management Accounts** means the monthly accountsprepared for controlling purposes setting out profit and loss figures drawn upby the management of the Subsidiaries. The Management Accounts for June 2004are attached hereto as **Attachment 1.1**.

 

**New Joint Venture Agreement** means the amended andrestated joint venture agreement between OFT, OTTO, Travelocity and TVL GmbH,dated the day of this Agreement (Deed No. [•] of the notary [•], [•]).

 

**Pan-European Technology Platform** has the meaning ascribed toit in section 1.1 of the Amendment to Travelocity License and InformationTechnology Services Agreement and Webhosting Agreement.

 

**Share**means the share in the nominalamount of Euro 12,500 in NewCo held by OFT.

 

**Signing Date**means the date of thisAgreement.

 

**Statement(s)**has the meaning scribed to itin Clause 3.1(a).

 

**Subsidiaries** means Travelocity.co.uk Ltd.,Resfeber Sverige AB, Travelocity France SAS and Usit Connections SAS and theirrelevant subsidiaries as set out in the recitals under (C).

 

**Taxes** for the purpose of thisAgreement shall mean all forms of taxation and other public duties or levies orsocial security contributions, grants, subsidies, customs and all interest,fines and similar amounts in connection with any of them.

 

**Travelchannel** means travelchannel GmbH,Hamburg, formerly registered with the commercial register of Hamburg under HRB73242, having been merged into TEU Partnership effective 11 June 2004.

 

**Travelchannel AcquisitionAgreement**means the framework agreement between TEU Partnership, OFT and TVL GmbH, dated24 March 2004 (Deed No. 443/2004 of the notary Dr. Axel Pfeifer, Hamburg).

 

**VDistribution**means VDistribution SRL, NiceCedex, France, a company which has been merged into Usit Connections SAS.

 

**VFinances** means VFinances SAS, NiceCedex, France, a company which has been merged into Usit Connections SAS.

 

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**VFinances Acquisition Agreement** means the share purchaseagreement between TEU, Laurent Villa, Pascal Villa and Gabriel Villa, dated 4March 2004.

 

1.2                                 Unless this Agreement provides for separatedefinitions for the singular and the plural (e.g. Company/Companies), thesingular shall include the plural and *vice versa* andwords denoting a person shall include, unless otherwise stated, that person’slegal successors or assignees.

 

1.3                                 The headings in this Agreement are forconvenience only and do not affect its interpretation.

 

1.4                                 Any Exhibit to this Agreement shall takeeffect as if set out in this Agreement and references to this Agreement shallinclude its Exhibits.

 

**2.**                                      SALE AND PURCHASE

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**2.1**                               Sale and Purchase and Conditional Transferof the Share

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(a)                                  The Seller hereby sells and transfers theShare to the Buyer and the Buyer hereby purchases and agrees to acquire theShare. The transfer of the Share (*Übereignung*)shall be subject to the condition (*aufschiebende Bedingung*)of the payment of the Purchase Price in accordance with Clause 2.2. The Shareis sold and transferred with all rights and entitlements relating thereto.

 

(b)                                 The Share is transferred with economiceffect as of the date of this Agreement.

 

**2.2**                               Purchase Price

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(a)                                  The Buyer shall pay within one day afterthe Signing Date in immediately available funds:

 

Euro26,570,000 (twenty-six million five hundred seventy thousand euros) toSeller  into the following account of theSeller:

 
| Bank:            |   | [•] |
|------------------|--------|----------|
| Account  owner:  |   | [•] |
| Account  number: |   | [•] |
| Sort code:       |   | [•] |
| SWIFT Code:      |   | [•] |

 

Theabove amount is hereinafter together referred to as **PurchasePrice**.

 

(b)                                 Any monies payable under this Agreement butnot paid when due shall bear interest at a rate of 2 (two) percentage pointsabove Euribor from the date they are due until payment. The Parties understandthat the Purchase Price is exempted from § 4 no. 8(f) of the German VAT Act (*Umsatzsteuergesetz*).

 

(c)                                  The Purchase Price was calculated on thefollowing assumptions:

 

(i)                                     OFT has contributed its share (in theamount of Euro 4,200,000 (in words: four million two hundred thousand euros))of the funding contributions as per the Investment Plan to TEU Partnership foronward transmission to Travelocity.co.uk Ltd and Resfeber Sverige AB;

 

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(ii)                                  OFT has contributed to TEU Partnership its50% share (in the amount of Euro 3,600,000 (in words: three million six hundredthousand euros)) in the funding of the acquisition of Boomerang in France;

 

(iii)                               OFT has contributed its 50% share (in theamount of Euro 2,200,000 (in words: two million two hundred thousand euros) ofthe working capital related funding into TEU (relating to Boomerang) with TEUhaving used both contributions under (ii) and (iii) to repay its liabilities toTravelocity;

 

(iv)                              Travelocity has agreed to allow theremainder of the payments due under the Travelchannel Acquisition Agreement(totalling Euro 7,671,118.06 (in words: seven million six hundred seventy-onethousand one hundred eighteen point zero six euros) to be fully utilized inGermany for the benefit of TEU Partnership;

 

(v)                                 It is understood that from 1 July 2004 till31 December 2004 both OFT and Travelocity will still continue to make theagreed contributions for TEU Partnership as per the Investment Plan but only tothe extent that it pertains to the German business (41.2%). This means that OFTand Travelocity will each make equal capital contributions towards the fundingof TEU Partnership of Euro 1,240,000 (in words: one million two hundred fortythousand euros) (July 2004 contribution) and Euro 890,000 (in words: eighthundred ninety thousand euros) (October 2004 contribution); however in view ofthe transactions set out in the Master Agreement both contributions shall bemade by the end of October 2004. Furthermore, without prejudice to any rightsand obligations of the parties of the New Joint Venture Agreement, given theextra funding in Germany arising from the Travelchannel acquisition, noadditional funding will be required until after 30 June 2006 by either OFT orTravelocity absent an extraordinary transaction or market development for whichthe spend is mutually agreed by the Parties;

 

(vi)                              The funding of the Subsidiaries from 1 July2004 onwards shall be done by TVLY alone. TVLY and OFT, however, shall beliable for all costs, expenses and accruals for the Subsidiaries through 30June 2004;

 

(vii)                           Travelocity shall provide the Pan-EuropeanTechnology Platform as defined and in accordance with the provisions of theTechnology License Agreement.

 

**3.**                                      STATEMENTS OF THE SELLER

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**3.1**                               General

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(a)                                  The Seller hereby represents to the Buyerby way of an independent obligation (*selbständige Verpflichtung*)within the meaning of § 311 of the German Civil Code (*BürgerlichesGesetzbuch*) that each of the statements (*Erklärungen*)contained in this Clause 3 (referred to as the **Statements**and each a **Statement**) is true, accurate,complete and not misleading in every respect as of the Signing Date except asexpressly disclosed to the Buyer in this Agreement or in the Exhibits to therelevant Statements, provided always that such disclosure is made in a clearand fair way disclosing the relevant issue.

 

(b)                                 The Seller and the Buyer further agreethat:

 

(i)                                     all claims against the Seller in respect ofthe Statements shall be subject to the provisions set forth in Clause 6 only;and

 

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(ii)                                  in no circumstance, shall any Statementsset out in Clause 3 and/or remedies relating to such Statements set out inClause 4 be deemed or construed as a guarantee (*Garantie*),whether a derivative guarantee (*unselbständige**Garantie*) or a stand-alone guarantee (*selbständigeGarantie*) within the meaning of § 443(1), § 444 of theGerman Civil Code (*Bürgerliches Gesetzbuch*).

 

**3.2**                               Corporate Matters

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(a)                                  The statements inthe Recitals of this Agreement with respect to the Seller and the Subsidiariesare complete and correct.

 

(b)                                 The Seller is thelegal and beneficial owner of the Share, which is free of any encumbrances orany other rights for the benefit of third parties. The Seller has the right andthe power to freely dispose of the Share, and no consent of any third partywould be required for such disposal, and such disposal would not violate theright of any third party.

 

(c)                                  The Share is fully paid up andno repayment of capital contributions has been made, neither openly norconcealed.

 

(d)                                 The Subsidiariesare limited liability companies duly organized under the laws of their relevantjurisdictions and validly existing in accordance with the excerpts of thecommercial register (or the relevant comparable registers in the variousjurisdictions) and the articles of association all of which have been madeavailable by the Seller to the Buyer prior to the Signing Date. There are noshareholder resolutions amending the articles of association which have not yetbeen registered in the commercial register (or the relevant comparableregisters in the various jurisdictions) nor are there any side agreementsrelating to the constitution and organization of the Subsidiaries.

 

(e)                                  NewCo is thelegal and beneficial owner of the shares in Travelocity.co.uk Ltd, Resfeber Sverige AB, TravelocityFrance SAS and Usit Connections SAS which are free of anyencumbrances or any other rights for the benefit of third parties. UsitConnections SAS is the legal and beneficial owner of the shares in Boomerang SAS which are free ofany encumbrances or any other rights for the benefit of third parties. ResfeberSverige AB is the legal and beneficial owner of the shares in Skandinavisk Reisefeber AS,Oslo, Norway, Rejsefeber ApS, Copenhagen, Denmark, Box Office AB, Stockholm,Sweden, and Resfeber Skandinavien AB, Stockholm, Sweden, which are freeof any encumbrances or any other rights for the benefit of third parties.

 

(f)                                    The shares in the Subsidiariesare fully paid up and no repayment of capital contributions has been made, neitheropenly nor concealed.

 

(g)                                 The Subsidiaries have noparticipation in other businesses and are under no obligation to acquire suchparticipation.

 

(h)                                 The Subsidiarieshave in the past not distributed any constructive dividends (*verdeckte Gewinnausschüttungen*).

 

(i)                                     Neither against the Seller northe Company nor the Subsidiaries any bankruptcy or composition proceedings havebeen initiated nor are there any circumstances which would justify theinitiation of such proceedings in the future.

 

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**3.3**                               Financial Statements/ManagementAccounts/Closing Accounts

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(a)                                  The annualstatements (including balance sheet, profit and loss account and notes) andmanagement reports of (i) the Subsidiaries (except for Usit Connections SAS)for the fiscal year 2003 and (ii) Usit Connections SAS, VFinances,VDistribution and Boomerang SAS as of 31 March 2004 (the **AnnualStatements**) have been drawn-up in accordance with the relevantapplicable generally accepted accounting principles and present a true and fairview of the assets, finance and results situation of the Subsidiaries which isin accordance with the actual circumstances. To the extent that there arecapitalization options no capitalization has taken place. To the extent thatthere are options to include items in the liabilities such items have beenincluded. All statutorily permitted depreciations have been taken. Allstatutorily permitted accruals have been taken. At the Signing Date the Subsidiarieshave with exception of liabilities resulting from pending contractualrelationships which are not required to be shown on a balance sheet no liabilitiesother than those shown in the Closing Accounts or covered by accruals. To theextent that contingent liabilities have not to be included in liabilities theyhave been reflected as below-the-line items on the balance sheet (includingliabilities resulting from the issue of comfort letters).

 

(b)                                 The Management Accounts for the periodJanuary 2004 through June 2004 have been prepared by the management with thedue care of a prudent business person and present fairly and properly the stateof affairs of the Subsidiaries as of the date of the respective ManagementAccounts.

 

(c)                                  The Closing Accounts (includingbalance sheet, profit and loss account and notes) have been drawn-up inaccordance with the relevant applicable generally accepted accountingprinciples and present a true and fair view of the assets, finance and resultssituation of the Subsidiaries and VFinances, VDistribution and Boomerang SASwhich is in accordance with the actual circumstances.

 

**3.4**                               Real Property

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None of the Subsidiaries owns any real property. **Attachment3.4** includes a complete list of all lease agreements theSubsidiaries entered into. All lease agreements are valid and enforceable andwill not terminate prior to the dates indicated in Attachment 3.4. They do notinclude any provision, which would give the relevant landlord the right toterminate the agreements as a consequence of the consummation of thetransaction contemplated herein or in the Master Agreement.

 

**3.5**                               Assets

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(a)                                  With theexception of the items listed in **Attachment 3.5**to this Agreement all assets necessary for, or used in, the present businessoperations of the Subsidiaries are reflected in the relevant Annual Statement.The Subsidiaries are the legal and beneficial owner of all fixed assets used intheir relevant business operations. Such assets are free of any encumbrances orany other rights for the benefit of third parties. Such assets are in a goodoperating and conservation condition. The Subsidiaries are the legal andbeneficial owner of all current assets used in their relevant businessoperations. Such assets are free of any encumbrances and any other rights forthe benefits of third parties with the exception of statutory pledges orretention of title rights entered into the ordinary course of business for liabilitieswhich are reflected in the Closing Accounts.

 

(b)                                 Between the date of the Annual Statementsfor the year 2003 and the Signing Date no assets in excess of Euro 100,000 havebeen acquired by any of the Subsidiaries.

 

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**3.6**                               Intellectual Property Rights/InformationTechnology

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(a)                                  **Attachment3.6(a)** to this Agreement is a complete and correct list of all IntellectualProperty Rights which are owned by the Subsidiaries or with respect to whichthe Subsidiaries have been granted licenses for use as well as of, with respectto such rights in respect to which the Subsidiaries have been granted licensesfor use, a list of the relevant license agreements. With the exception of theIntellectual Property Rights set forth in this list the Subsidiaries in theirrelevant business operations do not use any further Intellectual PropertyRights nor are they dependent thereon. No Intellectual Property Rights used bythe Subsidiaries have been challenged in court or out of court by any thirdparties nor is any such challenge threatened.

 

(b)                                 The contents of the websitesoperated by the Subsidiaries are fully in compliance with all statutory andother provisions relevant thereto. No links to third-party websites withobviously illegal contents have been established and the links established tothird-party websites themselves are legal.

 

(c)                                  In the last 12 (twelve) months, theSubsidiaries have not suffered any material failures or bugs in or breakdownsof its Information Technology or parts thereof used in connection with itsbusiness which have caused any substantial disruption or interruption to theirrespective business.

 

(d)                                 The Subsidiariesare not dependent on any third party as regards the support and the maintenanceof their respective Information Technology, except as otherwise stated in **Attachment 3.6(d)(i)**.****To the extentthat the persons listed in **Attachment 3.6(d)(ii)**nolonger carry out the support or the maintenance of the Information Technology,the Subsidiaries possess all the necessary rights and information either toundertake the support or maintenance by themselves or to have it done by athird party.

 

**3.7**                               Customers/Suppliers

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**Attachment****3.7** to thisAgreement is a complete and correct list of all customers accounting for atleast 3% of total revenues of a certain Subsidiary during the last twelve monthprior the Signing Date and of the 10 largest content and advertising suppliersas well as of the 5 largest ancillary on line suppliers of the Subsidiaries aswell as of all suppliers of the Subsidiaries which, for goods and services ofany kind, are the sole source of supply, i.e. for which there is no alternativesource at comparable conditions (except for energy supply agreements, mail andtelecommunication services), listing in each case the business volume for thefiscal year 2003. To the best knowledge of Seller there is no reason to believethat any of such customers or suppliers of the Subsidiaries will reduce theextent of its previous dealings with the Subsidiaries to any material degreeexcept as for the general development of the economy or market.

 

**3.8**                               Bank Accounts

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**Attachment****3.8** to thisAgreement is a complete and correct list of all bank accounts of theSubsidiaries as well as the respective signatories.

 

**3.9**                               Insurances

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**Attachment****3.9** to thisAgreement is a complete and correct list of all insurances taken out by, or forthe benefit of, the Subsidiaries or its business operations. The respectivepolicy holder is in good standing with respect to its obligations under theinsurance contract. Insurances which lapse upon the acquisition of the Subsidiariesby the Buyer are marked.

 

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**3.10**                        Contracts

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(a)                                  **Attachment****3.10** to this Agreement is a complete and correct list ofcertain important (written or orally concluded) agreements and obligations of theSubsidiaries (hereinafter referred to as the **MaterialContracts**), i.e. all agreements and commitments which relate to oneof the following items or have been concluded with, or granted to, one of thefollowing parties:

 

(i)                                     All agreementsand obligations relating to the acquisition, divestiture, encumbrance or otherdisposal of real estate or real-estate-like rights;

 

(ii)                                  All agreementsrelating to the acquisition or the divestiture of fixed assets includingintangible assets, physical fixed assets (with the exception of real estate andreal-estate-like rights) and financial assets whose value exceedsEUR 75,000 per item or collectively;

 

(iii)                               All usufructuarylease agreements (*Pachtverträge*), rental agreements(*Mietverträge*) or leasing arrangements tothe extent that they trigger annual payments of more than EUR 75,000 peritem or collectively;

 

(iv)                              All licenseagreements into which the Subsidiaries as licensor or licensee have entered tothe extent that they trigger annual payments of more than EUR 45,000 peritem or collectively;

 

(v)                                 All creditagreements into which the Subsidiaries, as lender or borrower, have entered,with the exception of customary extensions of the due date of receivables orpayables agreed to in the ordinary course of business, as well as all factoringarrangements;

 

(vi)                              All agreementswith domestic or foreign authorized dealers (*Vertragshändler*),commercial agents (*Handelsvertreter*)or agents as well as all similar distribution agreements which either in caseof their termination trigger compensation claims against the Subsidiaries orwhose notice period for termination exceeds three (3) months;

 

(vii)                           All employmentagreements which provide for an annual aggregate remuneration of more thanEUR 50,000 (as per the date of conclusion of such agreement) as well asall agreements with advisers to the extent that they trigger annual paymentswhich exceed EUR 50,000 per item or collectively;

 

(viii)                        All agreementsand obligations relating to pensions, other social benefits, profit participations,turnover participations or other success bonuses as well as similar agreementswith the exception of those already mentioned under Section (vii);

 

(ix)                                All collectivebargaining agreements and shop agreements into which the Subsidiaries have enteredor to which the Subsidiaries are subject;

 

(x)                                   All cooperationand similar agreements with third parties as well as any agreement or obligationhaving an restrictive impact on competition;

 

(xi)                                All agreements orobligations which have been entered into or assumed outside the ordinary courseof business of the Subsidiaries to the extent that they trigger annual paymentsof more than EUR 150,000 per item or collectively;

 

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(xii)                             Other agreementsand obligations which trigger annual payments exceeding EUR 150,000 peritem or collectively;

 

(xiii)                          Other agreements with a duration of morethan 24 months or which are incapable of termination in accordance with itsterms, by the Subsidiaries on 90 days notice or less.

 

The validity or enforceability of none of the Material Contracts hasbeen legally contested or questioned. No Material Contract is terminated nor tothe best knowledge of Seller about to be terminated. Neither the Company nor tothe best knowledge of Seller its respective contractual partner have breached,or are in default with respect to, any Material Contract. The transactionscontemplated in this Agreement and the Master Agreement will not give any partyan express right to termination or amendment of a Material Contract.

 

(b)                                 Between the Company or theSubsidiaries on the one side and the Seller, his relatives as well asenterprises affiliated with the Seller within the meaning of Sect. 15 of theStock Corporation Act (*Aktiengesetz*)on the other side there are no contractual relationships (both oral and inwriting) with the exception of those listed in **Attachment3.10** to this Agreement.

 

**3.11**                        Employees

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(a)                                  **Attachment 3.11(a)(i)**to this Agreementis a complete and correct list of all employees of the Subsidiaries. Noemployee marked therein as “important” has declared an intention to terminatethe employment relationship with the Subsidiaries. There are no labor disputeswith the exception of those listed in **Attachment 3.11(a)(ii)**.A complete set of sample employment contracts used by the Subsidiaries has beenmade available to the Buyer prior to the Signing Date.

 

(b)                                 **Attachment 3.11(b)(i)**to this Agreementis a complete and correct list of all powers of attorney issued by theSubsidiaries and presently in force which are not reflected in the excerpt fromthe commercial register.

 

(c)                                  The pension accruals shown inthe Closing Accounts duly reflect the cash value of the Subsidiaries’liabilities from commitments for company pension plans (both direct andindirect commitments).

 

**3.12**                        Public Grants

** **

The Subsidiaries have applied for, received and used all public grantsonly in accordance with applicable law and in compliance with all regulatoryorders, conditions and impositions. No such grants will have to be repaid as aresult of the consummation of the transactions reflected in this Agreement andthe Master Agreement nor due to other circumstances already known.

 

**3.13**                        Litigation

** **

**Attachment 3.13**to this Agreement is a complete and correctlist of all legal disputes and regulatory proceedings to which the Subsidiariesor employees of the Subsidiaries (to the extent that such disputes orproceedings could result in a liability of the Subsidiaries) are party orsubject. Aside from the listed disputes and proceedings no disputes orproceedings are impending nor are there any circumstances which are likely togive rise to such disputes or proceedings.

 

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**3.14**                        Compliance

** **

Neither the operation nor the other present business operations of theSubsidiaries nor any of its products or services violate applicable law orregulatory orders. The Subsidiaries have at their disposal all regulatorypermits which are required for the conduct and continuation of their presentbusiness operations. To the best knowledge of Seller neither a revocation norany restrictions of such permits is impending.

 

**3.15**                        True Information/Known Facts

** **

To the best knowledge of OFT (which shall include information OFT hasobtained from the chief financial officers of the Subsidiaries) all informationsupplied to the Buyer and its advisers by the Seller prior to Signing Date istrue, accurate and complete in all respects. To the best knowledge of theSeller (as described above) it is not misleading and does not omit anythingrelating to the Company or Subsidiaries and their business operations whichwould be important for the individual information or which the Buyer at thetime of the recording of this Agreement for the evaluation of such informationshould know. To the best knowledge of the Seller (as described above) there areno material facts or circumstances which in future could have a materiallyadverse impact on the Subsidiaries or the Company and their business operationswith the exception of general developments of the economy or the market.

 

**4.**                                      CLAIMS UNDER THE SELLER’SSTATEMENTS

** **

4.1                                 In the event that any of the Statements ofthe Seller is not true, accurate, complete and not misleading in every respect,the Seller shall be liable for putting the Buyer, or at the discretion of theBuyer, the relevant Subsidiaries or the Company into the same position that it would havebeen in if the Statements had been true, accurate, complete and not misleadingin every respect (*Naturalrestitution*). If theSeller then fails to cure the defect within a period of 4 months followingreceipt of a written notice of the Buyer, the Seller shall be liable for payingmonetary damages to the Buyer or, at the discretion of the Buyer, to therelevant Subsidiaries or the Company in an amount which is necessary to put the Buyer, or,at the discretion of the Buyer, the relevant Subsidiaries into the same position thatit would have been in if the Statements had been true, accurate, complete andnot misleading in every respect (always provided that the Buyer, the Companyand/or the relevant Subsidiary have suffered damage).

 

4.2                                 Except for the Statements in Clauses 3.2(a)to (c) the Seller shall only be liable for a breach of a Statement inproportion to its original (indirect) shareholding in the Company or theSubsidiaries, respectively (i.e. 50%).

 

4.3                                 All statutory rights of the Buyer (*gesetzlich begründete Ansprüche*) in connection with a breachof the statement in this Agreement shall be excluded.

 

**5.**                                      INDEMNIFICATION FOR TAXES

** **

5.1                                 The Subsidiaries have submitted alldeclarations, tax returns and prepayment notices (*Voranmeldungen*)with regard to Taxes to all authorities required by law to be submitted in atimely manner, and all such declarations, tax returns and prepayment noticesare complete and accurate in all respects. No taxing authority has ever made aclaim against any Subsidiary in a jurisdiction where that Subsidiary does notcurrently file returns that such Subsidiary is subject to tax in that jurisdiction(and no such claim is expected to be made), and in no such jurisdiction isthere an obligation to file declarations, tax returns and prepayment notices orpay Taxes (and no such obligation is expected to arise). Each Subsidiary haspaid in full when due (and, if not yet due or fully paid or shown as a liabilityin its respective Financial

 

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Statements or Management Accounts, hasfully and sufficiently provided for in the Closing Accounts) all Taxes coveringfiscal years or other periods ending on or before the Signing Date, regardlessof whether such Taxes have already been assessed or will be assessed in thefuture. For the avoidance of doubt OFT does not guarantee the amount of any taxlosses carried forward, if any.

 

5.2                                 In the event any of the independentguarantees pursuant to Clause 5.1 should be incomplete, incorrect or misleading(**Breach**) OFT will remedy such Breachwithin (30) thirty days after receipt of a written request from either a Subsidiaryor TVL GmbH by placing the relevant Subsidiary in a position in which it wereif the guarantee(s) were complete, correct and not misleading. Should theBreach not be remedied within thirty (30) days after receipt of such writtenrequest regardless of the reason therefore OFT shall pay damages to TVL GmbH orthe Subsidiaries. Clause 4.2 shall apply accordingly.

 

5.3                                 In the event Taxes are actually refunded bya relevant tax authority after 30 September 2004 and such Taxes were actuallypaid by the Subsidiaries before 1 October 2004 and such payments directlyrelate to periods ending or before 1 October 2004 then 50% of such refundsshall be treated as the property of OFT and shall be passed to OFT, if notalready provided for or accrued in the Financial Statements or ClosingAccounts.

 

**6.**                                      LIMITATIONS

** **

6.1                                 All claims under the Statements, except forclaims under the indemnity for public charges, under this Agreement shallprescribe 2 years after the Signing Date. Any claims under the tax indemnitycontained in Clause 5 shall be subject to a limitation period equal to (90)ninety days after the expiration of the applicable statute of limitations forassessment of Taxes.

 

6.2                                 The time limitation on individual claimsand indemnity claims provided in Clause 6.1 shall be suspended (*gehemmt*) within the meaning of §* *209of the German Civil Code (*Bürgerliches Gesetzbuch*)by any notification of such individual claim or indemnity claim, as the casemay be, until the point in time the relevant claim or indemnity claim is fullysettled by agreement between the relevant Parties or by final judgement inrespect of the claim or indemnity claim made. In addition, any suspension basedon any of the events specified in §§ 203 to 206 of the German Civil Codeshall apply.

 

6.3                                 The Buyer shall have claimsbased upon a breach of any Statement as set out in Clause 3 only if theaggregate of all claims exceeds an amount of Euro 600,000 (in words: sixhundred thousand euros) (the **Claim Threshold**),at which point the Buyer shall be entitled to be compensated for all claimsbased upon a breach of a Statement contained in Clause 3 of this Agreement. Forthe avoidance of doubt the limitation set forth in this Clause 6.3 shall notapply with respect to any claims under Clause 5. Furthermore, for the avoidanceof doubt, in the light of the principle stated under Clause 4.2 for the purposeof determining whether or not a claim falls under the Claim Threshold, theactual amount of the damage to the Company, subsidiary or Buyer, as the case maybe is decisive.

 

6.4                                 In no event, however, shall the liabilityof the Seller pursuant to Clause3 exceed an aggregate amount of Euro 20,800,000(in words: twenty million eight hundred thousand euros) (the **Cap Amount**).

 

6.5                                 The ClaimThreshold and the Cap Amount shall not apply to claims based upon willful(other than negligence or gross negligence) or fraudulent breaches of thestatements contained in Clause 3 and Clause 5 of this Agreement.

 

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6.6                                 To the extent that any claims under thisAgreement would entitle the Buyer to make a claim under the VFinancesAcquisition Agreement or any other agreement, before making any claims underthis Agreement, the Buyer shall undertake its reasonable best efforts to settlesuch claim under the VFinances Acquisition Agreement or relevant otheragreement.

 

6.7                                 § 442 of the German Civil Code (*Bürgerliches Gesetzbuch*) and § 377 of the German CommercialCode (*Handelsgesetzbuch)* as well as the legalprinciples expressed in these provisions shall not apply, neither directly norby analogy.

 

**7.**                                      CLOSING ACCOUNTS

** **

If sorequested by the Buyer within 5 days from the date of this Agreement, ClosingAccounts shall be prepared as soon as possible after the Closing, but in noevent later than 60 days for each of the Subsidiaries in accordance with thegenerally accepted accounting principles as applicable to the country therelevant Subsidiary relates and shall be consolidated based upon suchaccounting principles as agreed by the Parties. The Closing Accounts shall beaudited by KPMG on instructions as agreed upon by the Parties. Costs shall beborne by the relevant Subsidiaries; costs of the consolidated accounts shall beborne by the Buyer.

 

**8.**                                      NON-COMPETE

** **

Clause7.4 of the New Joint Venture Agreement shall apply.

 

**9.**                                      CONFIDENTIALITY

** **

Thecontents of this Agreement, its existence and all matters relating to this Agreementas well as the negotiations relating to this Agreement shall be heldconfidential, and each Party agrees not to divulge any such information to anyperson without the prior written approval of the other Parties, such approvalnot to be unreasonably withheld or delayed. Either party may, 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.

 

**10.**                               MISCELLANEOUS

** **

**10.1**                        Costs/Expenses

** **

Clause11 of the Master Agreement shall apply *mutatis mutandis*.

 

**10.2**                        Notification in accordance with § 16 GmbHG

** **

TheParties undertake to notify the company of the share transfers performed underthis Agreement in accordance with § 16 I GmbHG immediately after thenotarisation of this Agreement.

 

**10.3**                        Governing Law and Dispute Resolution

** **

ThisAgreement and the rights of the Parties hereunder shall be governed by and construedin accordance with the laws of the Federal Republic of Germany. The competentcourt of Frankfurt/Main shall have exclusive jurisdiction.

 

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**10.4**                        Waiver

** **

None ofthe terms of this Agreement shall be deemed to have been waived by eitherParty, unless such waiver is in writing and signed by that Party. The waiver byeither Party of a breach of any provision of this Agreement shall not operateor be construed 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.

 

**10.5**                        Notices

** **

Exceptas otherwise set forth herein, any notice or communication required orpermitted to be given under this Agreement by one of the Parties to the othershall be given for all purposes by delivery in person, by registered (air) mailor internationally known private courier (such as Federal Express), to theother Party.

 

Suchnotice or communication is - for the time being - to be addressed as follows:

 
| If to OFT:       |   | Otto  Freizeit und Touristik GmbH    |
|------------------|--------|--------------------------------------|
|             |   | Attn.  Christoph Rische              |
|             |   | Osterbekstraße  90 a            |
|             |   | 22083  Hamburg, Germany              |
|             |   |                                 |
| with a copy  to: |   | Otto (GmbH  & Co KG)             |
|             |   | Attn. Dr.  Michael E. Crüsemann |
|             |   | Wandsbeker  Straße 3 –7    |
|             |   | 22172  Hamburg, Germany              |
|             |   |                                 |
| and:             |   | Otto (GmbH  & Co KG)             |
|             |   | Attn. Head  of Legal Department      |
|             |   | Wandsbeker  Straße 3 –7    |
|             |   | 22172  Hamburg, Germany              |
|             |   |                                 |
| if to TVL  GmbH: |   | Travelocity.com  LP                  |
|             |   | Attn. CFO                            |
|             |   | 3150 Sabre  Drive                    |
|             |   | Southlake,  Texas 76092, USA         |
|             |   |                                 |
| with a copy  to: |   | Travelocity.com  LP                  |
|             |   | Attn.  General Counsel               |
|             |   | 3150 Sabre  Drive                    |
|             |   |                                 |
|             |   | Southlake,  Texas 76092, USA.        |

 

Unlessotherwise specifically provided for herein, such notice shall be effective uponarrival thereof at the respective address, provided that any late ornon-delivered notice shall be deemed to have arrived at said address upon theexpiration of seven days from the date of sending.

 

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**10.6**                        Amendments and Modifications

** **

ThisAgreement may not be modified, amended or changed in any respect except inwriting, unless notarisation is required. The same shall apply to any waiver ofthe need to comply with this Clause 10.6.

 

**10.7**                        Assignment

** **

NeitherParty may assign or charge any of its rights under this Agreement without theprior written consent of the other Parties always provided that the Parties mayassign its rights under this Agreement to an Affiliate without such consent.

 

**10.8**                        Severability

** **

Eachprovision of this Agreement shall be interpreted in such manner as to be effectiveand valid under applicable law, but if any provision of this Agreement shall beor become wholly or partially unenforceable or invalid under any applicablelaw, such provision shall be ineffective only to the extent of suchunenforceability or invalidity, and the remaining provisions of this Agreementshall continue to be binding and in full force and effect. The same shall applyif it should transpire that this Agreement contains an omission. Instead of theinvalid or unenforceable provision the Parties shall agree on an appropriateprovision which comes as close as legally possible to what the Parties weretrying to achieve with the invalid or unenforceable provision (or, as the casemay be, the invalid or unenforceable part thereof). In the event that anomission needs to be rectified, a provision shall be agreed upon which in viewof the purpose and intent of this Agreement comes as close as possible to whatthe Parties would have agreed if they had been aware of the omission at thetime that this Agreement was concluded.

 

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