**Exhibit 10.3**

 

**SHARE PURCHASE ANDTRANSFER AGREEMENT**

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**DATED OCTOBER 01, 2004**

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**TRAVELOCITY HOLDINGSGMBH**

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**KOMMANDITGESELLSCHAFTTRAVEL OVERLAND**FLUGREISEN GMBH & CO

 

**Allen & Overy LLP**

 

**Frankfurt**

 

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**CONTENTS**

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| **Clause** |                     | **Page** |
|------------|--------------------------|----------|
|       |                     |     |
| 1.         | INTERPRETATION           | 2        |
| 2.         | SALE AND PURCHASE        | 3        |
| 3.         | STATEMENTS OF THE SELLER | 3        |
| 4.         | CONFIDENTIALITY          | 3        |
| 5.         | MISCELLANEOUS            | 3        |

 

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THIS AGREEMENT is made in Hamburg onOctober 01, 2004

 

**BETWEEN**

 

(1)                                  Travelocity Holdings GmbH (**TEU**or the **Seller**) havingits corporate seat in Munich, Germany, registered with the commercial registerof the local court of Munich under HRB 141917; and

 

(2)                                  Kommanditgesellschaft TRAVELOVERLAND Flugreisen GmbH & Co, Munich, (**TEUPartnership** or the **Buyer**),registered with the commercial register of the local court in Munich under HRA70203,

 

TEU and TEU Partnership are hereinafteralso referred to as **Party** andtogether as the **Parties**.

 

**WHEREAS:**

 

(A)                              TEU Partnership is equallyowned by Otto Freizeit und Touristik GmbH, Hamburg (**OFT**),and Travelocity GmbH, Munich (**TVL GmbH**).

 

(B)                                TEU is a wholly ownedsubsidiary of TEU Partnership.

 

(C)                                TEU holds 100% in TravelocitySabre GmbH (**NewCo**), having its corporate seatin Munich, Germany, registered with the commercial register of the local courtof Munich under HRB 152122, having a registered share capital (*Stammkapital*) of Euro 25,000, divided in one share in thenominal amount of Euro 25,000.

 

(D)                               On August 20, 2004, Otto (GmbH& Co KG) (**OTTO**), Travelocity.com LP (**TVLY**), Otto Freizeit und Touristik GmbH, Hamburg (**OFT**) and TEU Partnership, amongst others, entered into themaster agreement (deed no. 1285/2004 of the notary Dr. irur Axel Pfeifer,Hamburg, ) (the **Master Agreement**).

 

(E)                                 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).

 

(F)                                 Until the date of thisAgreement the joint venture activities were conducted through TEU Partnershipand its subsidiaries. In more detail, TEU Partnership held 100% of the sharesin TEU. TEU held 100% of the shares in the following companies:

 

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

 

•                  Resfeber Sverige AB, a company incorporatedin Sweden with company registration number 556551-8957 and with its registeredaddress at Kungsgatan 38, 3 tr, 11135 Stockholm;

 

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•                  Usit Connections SAS, a companyincorporated in France and registered with the Nice Commercial Court underthe number 702 054 974 (1984 B 00632) with its registered address at 455 Promenade desAnglais – Immeuble Arénice, 06299 Nice Cedex 03 having a registered share capital of EUR390,000 divided in 26,000 shares of a par value of EUR 15 each (**Usit Connections**); and

 

•                  Travelocity France SAS, a companyincorporated in France with registration number 441 687 928 RCS Paris, and withregistered address at 77 rue La Boëtie, 75008 Paris having a registered sharecapital of EUR 637,000 divided in 63,700 shares of a par value of EUR 10 each.

 

(G)                                As part of the restructuringprocess, TEU acquired 100% of the shares in NewCo. Subsequently, TEUtransferred all shares in Travelocity.co.uk Ltd, Resfeber Sverige AB, UsitConnections SAS and Travelocity France SAS to NewCo.

 

(H)                               In accordance with clause4.4(c) of the Master Agreement, TEU wishes to sell and transfer, and TEUPartnership wishes to acquire, TEU Partnership’s 100% 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.

 

**Clause** means a clause of thisAgreement.

 

**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,exhibit or schedule to this Agreement.

 

**Share**meansthe share in the nominal amount of Euro 25,000 in NewCo held by TEU.

 

**SigningDate**meansthe date of this Agreement.

 

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 arefor convenience 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.

 

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**2.**                                      SALE AND PURCHASE

 

**2.1**                               Sale and Purchase andConditional Transfer of the Share

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The Seller hereby agrees to sell andtransfer (*verkauft und übereignet*) the Share tothe Buyer and the Buyer hereby purchases and agrees to acquire (*kauft und nimmt Übereignung an*) the Share. The Share is soldand transferred with all rights and entitlements relating thereto.

 

**2.2**                               Purchase Price

 

(a)                                  The purchase price for theShare amounts to Euro 53,140,000 (in words: fifty-three million one hundredforty thousand Euros) (the **Purchase Price**).

 

(b)                                 The Purchase Price equals thefair market value (*Teilwert*) ofthe Share.The Partiesunderstand that the Purchase Price is exempted from § 4 no. 8(f) of the GermanVAT Act (*Umsatzsteuergesetz*).

 

(c)                                  The Purchase Price is payable3 business days after TEU Partnership sends a corresponding written request toTEU. Until payment the Purchase Price shall bear interest at a rate of 2percentage points above Euribor.

 

**3.**                                      STATEMENTS OF THE SELLER

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3.1                                 The Seller hereby representsto the Buyer by way of an independent obligation (*selbständigeVerpflichtung*) within the meaning of § 311 of the German Civil Code(*Bürgerliches Gesetzbuch*) that 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.

 

3.2                                 All statutory rights of the Buyer (*gesetzlich begründete Ansprüche*) in connection with the saleand transfer of the Share shall be excluded.

 

**4.**                                      CONFIDENTIALITY

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The contents of this Agreement, itsexistence and all matters relating to this Agreement as well as thenegotiations relating to this Agreement shall be held confidential, and eachParty agrees not to divulge any such information to any person without theprior written approval of the other Parties, such approval not to beunreasonably withheld or delayed. Either party may, without such approval,announce or disclose such matters or information if required to do so by law orthe rules of any relevant stock exchange or governmental or other regulatory orsupervisory body or authority of competent jurisdiction to whose rules theParty making the announcement or disclosure is subject, provided always thatthe Party making such announcement or disclosure shall consult with the otherParties in advance as to the form, contents and timing of such announcement ordisclosure.

 

**5.**                                      MISCELLANEOUS

 

**5.1**                               Costs/Expenses

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Clause 11 of the Master Agreement shallapply *mutatis mutandis*.

 

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**5.2**                               Notification in accordancewith § 16 GmbHG

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The Parties undertake to notify the companyof the share transfers performed under this Agreement in accordance with § 16 IGmbHG immediately after the notarisation of this Agreement.

 

**5.3**                               Governing Law and DisputeResolution

 

This Agreement and the rights of theParties hereunder shall be governed by and construed in accordance with thelaws of the Federal Republic of Germany. The competent court of Frankfurt/Mainshall have exclusive jurisdiction.

 

**5.4**                               Waiver

 

None of the terms of this Agreement shallbe deemed to have been waived by either Party, unless such waiver is in writingand signed by that Party. The waiver by either Party of a breach of anyprovision of this Agreement shall not operate or be construed as a waiver ofany other provision of this Agreement or of any further breach of the provisionso waived. No extension of time for the performance of any obligation or acthereunder shall be deemed to be an extension of time for the performance of anyother obligation or act.

 

**5.5**                               Amendments and Modifications

 

This Agreement may not be modified, amendedor changed in any respect except in writing, unless notarisation is required.The same shall apply to any waiver of the need to comply with this Clause 5.5.

 

**5.6**                               Assignment

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Neither Party may assign or charge any ofits rights under this Agreement without the prior written consent of the otherParties always provided that the Parties may assign its rights under thisAgreement to an Affiliate without such consent.

 

**5.7**                               Severability

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Each provision of this Agreement shall beinterpreted in such manner as to be effective and valid under applicable law,but if any provision of this Agreement shall be or become wholly or partiallyunenforceable or invalid under any applicable law, such provision shall beineffective only to the extent of such unenforceability or invalidity, and theremaining provisions of this Agreement shall continue to be binding and in fullforce and effect. The same shall apply if it should transpire that thisAgreement contains an omission. Instead of the invalid or unenforceableprovision the Parties shall agree on an appropriate provision which comes asclose as legally possible to what the Parties were trying to achieve with theinvalid or unenforceable provision (or, as the case may be, the invalid orunenforceable part thereof). In the event that an omission needs to berectified, a provision shall be agreed upon which in view of the purpose andintent of this Agreement comes as close as possible to what the Parties wouldhave agreed if they had been aware of the omission at the time that thisAgreement was concluded.

 

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