**EXHIBIT 10.1**

** **

**MASTER AGREEMENT**

** **

** **

**DATED AUGUST 20,2004**

** **

** **

**OTTO (GMBH & CO KG)**

** **

**OTTO FREIZEIT UNDTOURISTIK GMBH**

** **

**TRAVELOCITY.COM LP**

** **

**TRAVELOCITY GMBH**

** **

**KOMMANDITGESELLSCHAFTTRAVEL OVERLAND FLUGREISEN GMBH & CO.**

** **

**TRAVELOCITY HOLDINGSGMBH**

 

----

 

**CONTENTS**

** **
| **Clause** |                                                                                        | **Page** |
|------------|---------------------------------------------------------------------------------------------|----------|
| 1.         | RESTRUCTURING OF 2001  JOINT VENTURE AND SALE OF THE BUSINESS IN FRANCE, UK AND SCANDINAVIA | 2        |
| 2.         | FUNDING ARRANGEMENTS                                                                        | 2        |
| 3.         | CONDITION PRECEDENTS                                                                        | 3        |
| 4.         | CLOSING                                                                                     | 4        |
| 5.         | RESCISSION                                                                                  | 5        |
| 6.         | INTERIM PERIOD                                                                              | 5        |
| 7.         | FURTHER UNDERTAKINGS                                                                        | 6        |
| 8.         | FURTHER ASSURANCE                                                                           | 6        |
| 9.         | STATEMENTS OF THE PARTIES                                                                   | 7        |
| 10.        | CONFIDENTIALITY                                                                             | 7        |
| 11.        | COSTS AND EXPENSES                                                                          | 7        |
| 12.        | FINAL PROVISIONS                                                                            | 7        |

 

----

 

THIS AGREEMENTis made in Hamburg the 20. August 2004

 

**BETWEEN**

 

(1)                                  Otto (GmbH & Co KG) (**OTTO**) having its corporate seat in Hamburg, Germany,registered with the commercial register of the local court of Hamburg underHRA 62024; 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.com LP (**Travelocity)** having its corporate seat in Southlake, Texas,USA; and

 

(4)                                  Travelocity GmbH (**TVL GmbH**), having its corporate seat in Munich, Germany,registered with the commercial register of the local court of Munich under HRB141895; and

 

(5)                                  Kommanditgesellschaft TRAVELOVERLAND Flugreisen GmbH & Co****(**TEU Partnership**), having its corporate seat in Munich,Germany, registered with the commercial register of the local court of Munichunder HRA 70203; and

 

(6)                                  Travelocity Holdings GmbH (**TEU**) having its corporate seat in Munich, Germany,registered with the commercial register of the local court of Munich under HRB141917.

 

OTTO, OFT,Travelocity, TVL GmbH, TEU Partnership and TEU are hereinafter also referred toas **Party** or together as **Parties**.

 

**WHEREAS:**

 

(A)                              Travelocity, OFT and OTTOentered into a joint venture agreement on 7 September 2001 (Deed No.1703/2001 of the notary Dr. Axel Pfeifer, Hamburg) (the **2001 JointVenture Agreement**). Under the 2001 Joint Venture AgreementTravelocity and OFT agreed to conduct an online and offline travel servicesbusiness (the **2001 Joint Venture**).

 

(B)                                Under the 2001 Joint VentureTEU Partnership conducts business in Germany, France, United Kingdom, and Scandinavia.Whereas the business in Germany is carried out by TEU Partnership directly, TEUPartnership currently operates its business in France through VFinances SAS andTravelocity France SAS and its subsidiaries, in the United Kingdom throughTravelocity.co.uk Ltd (**Travelocity UK**),and in Scandinavia through Resfeber Sverige AB (**TravelocityScandinavia**) and its subsidiaries (the businesses operated inFrance, the United Kingdom and Scandinavia are hereinafter referred to as the **Business**). Each of Travelocity France, Travelocity UK andTravelocity Scandinavia are wholly owned subsidiaries of TEU. TEU is a whollyowned subsidiary of TEU Partnership.

 

(C)                                The business in France iscurrently being reorganised with the effect that it is envisaged that as of ClosingVFinances SAS will have been merged into the current subsidiary of VFinancesSAS, Usit Connections SAS. Consequently, the term **TravelocityFrance** shall mean Usit Connections SAS and Travelocity France SASunless the reorganisation in France is not completed until Closing in whichcase the term Travelocity France shall mean VFinances SAS and TravelocityFrance SAS.

 

(D)                               Travelocity and OFT intend torestructure their 2001 Joint Venture with the ultimate effect that TVL GmbHwill acquire the Business and Travelocity and OFT will limit the activities ofthe 2001 Joint Venture from Europe (including Russia, Turkey and any country aportion of which is west of the Dardanelle) to the territory of Germany.

 

1

----

 

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

 

**1.**                                      RESTRUCTURING OF 2001 JOINT VENTURE AND SALE OF THE BUSINESS IN FRANCE, UK AND SCANDINAVIA

** **

1.1                                 The Parties agree on thefollowing steps to restructure the 2001 Joint Venture and to transfer theBusiness to TVL GmbH:

 

(a)                                  TEU shall acquire all sharesin NewCo, having its corporate seat in Munich, Germany, registered with thecommercial register of the local court of Munich under HRB 152122 (**NewCo)**.

 

(b)                                 TEU shall contribute allshares in Travelocity France, Travelocity UK and Travelocity Scandinavia to thecapital reserves of NewCo.

 

(c)                                  TEU shall sell itsshareholding in NewCo to TEU Partnership with the consideration being in theform of debt.

 

(d)                                 TEU Partnership shalldistribute the shares in NewCo equally to its sole shareholders OFT and TVLGmbH.

 

(e)                                  OFT shall sell its 50%shareholding in NewCo to TVL GmbH.

 

(f)                                    OTTO, OFT, Travelocity and TEUPartnership shall enter into a new joint venture agreement.

 

(g)                                 Travelocity and TEUPartnership shall amend the Travelocity Brand License and Usage Agreemententered into between those parties on 7 September 2001.

 

(h)                                 Travelocity and TEUPartnership shall amend the Travelocity License and Information TechnologyServices Agreement and the Webhosting Agreement entered into between thoseparties on 7 September 2001.

 

(i)                                     TEU Partnership, OFT andTravelocity, amongst others, shall enter into a transition and ongoing servicesagreement.

 

(j)                                     TEU shall be merged into TEUPartnership.

 

1.2                                 **Exhibit1.2**contains charts illustrating the above restructuring process.

 

**2.**                                      FUNDING ARRANGEMENTS

** **

2.1                                 The funding for the Businessfrom 1 July 2004 onwards shall be done by Travelocity alone. Travelocityand OFT, however, shall be liable for all costs, expenses and accruals for theBusiness through 30 June 2004.

 

2.2                                 In the event that Closing doesnot occur by 1 January 2005 or any other day the Parties mutually agreeupon or the Parties agree not to further proceed with the transactionscontemplated in this Agreement, OFT shall be obliged to fund the Business, asshall Travelocity in an equal amount, and to reimburse OFT’s share of fundingprovided by Travelocity for the Business during the period from 1 July 2004until the date OFT resumes funding (i.e., for the avoidance of doubt OFT wouldhave to reimburse Travelocity 50% of the funding provided by Travelocity forthe Business during the above period).

 

2

----

 

2.3                                 OFT shall contribute to TEUPartnership its 50% share (in the amount of Euro 3,600,000 (in words: threemillion six hundred thousand Euros)) in the funding of the acquisition ofVFinances SAS and its subsidiaries (**Boomerang**) inFrance prior to the Closing Date.

 

2.4                                 OFT shall contribute its 50%share (in the amount of Euro 2,200,000 (in words two million two hundredthousand Euros)) of the working capital related funding into TEU (relating toBoomerang) prior to the Closing Date.

 

2.5                                 OFT, TVL GmbH, TEU Partnershipand TEU shall procure that TEU shall use the financing under 2.3 and 2.4 to repayits outstanding liabilities to Travelocity.

 

2.6                                 Travelocity shall allow theremainder of the payments due under the framework agreement between TEUPartnership, OFT and TVL GmbH, dated 24 March 2004 (Deed No. 443/2004 ofthe notary Dr. Axel Pfeifer, Hamburg) (totalling Euro 7,671,118.06 (in words:seven million six hundred seventy one thousand one hundred eighteen point zerosix Euros) to be fully utilised in Germany for the benefit of TEU Partnership.

 

2.7                                 OTTO, OFT, and Travelocityunderstand that there are various amounts outstanding or owed by thesubsidiaries of TEU to TEU Partnership (either directly or via TEU). All suchamounts to the extent they relate to any period prior to 30 June 2004shall be settled prior to the Closing Date by funding provided by TEUPartnership in the manner previously provided. Furthermore, OTTO, OFT, andTravelocity understand that there is an additional working capital requirementof the subsidiaries of TEU for any period prior to 30 June 2004.Therefore, funding of Euro 5,718,000 (in words: five million seven hundredeighteen thousand Euros) shall be made prior to the Closing Date by TEUPartnership to meet working capital requirements of the subsidiaries of TEU andrepayment of outstanding inter company amounts. In respect of this funding Euro4,354,000 (in words: four million three hundred fifty four thousand Euros)shall be used to repay inter company indebtedness to TEU Partnership. Thecalculation of the working capital and repayment amounts outstanding or owed onan inter company basis is attached hereto as **Appendix 2.7**.

 

2.8                                 It is understood that from 1 July 2004till 31 December 2004 both OFT and Travelocity will still continue to makethe agreed contributions for TEU Partnership as per the investment plan but onlyto the extent that it pertains to the German business (41.2%). This means thatOFT and Travelocity will each make equal capital contributions towards thefunding of TEU Partnership of Euro 1,240,000 (in words: one million two hundredforty thousand Euros) (July 2004 contribution) and Euro 890,000 (in words:eight hundred ninety thousand Euros)  (October 2004contribution); however in view of the transactions set out in this Agreementboth contributions shall be made by the end of October 2004. Furthermore,without prejudice to any rights and obligations of the parties of the new jointventure agreement (see Appendix 4.4(g)), given the extra funding in Germanyarising from the Travelchannel acquisition (as described above), no additionalfunding 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.

 

**3.**                                      CONDITIONS PRECEDENT

 

The obligationof the Parties to procure the actions set out under clause 4.3 to 4.5 (**Closing**) shall be conditional upon the following conditionsprecedent (*aufschiebende Bedingungen*) having beenfulfilled unless, with respect to the condition under (b), Travelocity waivessuch conditions:

 

3

----

 

(a)                                  The cartel authorities ofGermany and Norway have informed OFT and Travelocity that they will notinterfere with the proposed transactions substantially as contemplated hereinor the time for any objections has elapsed.

 

(b)                                 The payments due prior to theClosing Date under clause 2.3, 2.4 and 2.7 have been made and, insofar as thepayments under 2.3 and 2.4 are concerned, TEU has used such funds to repay itsliabilities to Travelocity.

 

**4.**                                      CLOSING

 

4.1                                 Closing will occur within 10business days after the last condition precedent (see clause 3) has beenfulfilled but in no event prior to 1 October 2004 or on such other date asagreed upon between OTTO and Travelocity (the **Closing Date**).

 

4.2                                 Closing will take place at theoffices of Allen & Overy LLP in Frankfurt or such other place as agreedupon between OTTO and Travelocity.

 

4.3                                 As soon as possible after thelast condition precedent (see clause 3) has been fulfilled but in any eventprior to the action under clause 4.4(a) having been taken, TEU shall procurethat TEU and Mössbauer Lucky Start GmbH, Munich, sign a notarial deed(including a share purchase agreement and a shareholder’s resolution of NewCoas to the change of managing directors of NewCo and the change of the name andthe object of NewCo) in the form as attached hereto as **Appendix 4.3**and TEU shall file an application for registration of the change of name,object and managing directors with the commercial register.

 

4.4                                 At the Closing, the Partiesshall take the following actions, or shall procure that their relevantsubsidiaries take the following actions, in the order as set out below:

 

(a)                                  TEU Partnership in itsposition as sole shareholder of TEU shall pass a shareholder’s resolution inthe form as attached hereto as **Appendix 4.4(a)**.

 

(b)                                 TEU and NewCo shall enter intoa share transfer agreement in the form as attached hereto as **Appendix 4.4(b)**.

 

(c)                                  TEU and TEU Partnership shallenter into a share purchase and transfer agreement in the form as attached heretoas **Appendix 4.4(c)**.

 

(d)                                 OFT and TVL GmbH, in theirposition as sole shareholders of TEU Partnership, shall pass a shareholder’sresolution in the form as attached hereto as **Appendix4.4(d)**.

 

(e)                                  TEU Partnership, OFT and TVLGmbH shall enter into a share transfer agreement in the form as attached heretoas **Appendix 4.4(e)**.

 

(f)                                    OFT and TVL GmbH shall enterinto a share purchase and transfer agreement in the form as attached hereto as **Appendix 4.4(f)**.

 

(g)                                 OTTO, OFT, Travelocity and TEUPartnership shall enter into the amended joint venture agreement in the form asattached hereto as **Appendix 4.4(g)**.

 

(h)                                 Travelocity and TEUPartnership shall enter into the amendment to the Travelocity brand license andusage agreement, in the form as attached hereto as **Appendix4.4(h)**.

 

4

----

 

(i)                                     Travelocity and TEUPartnership shall enter into the amendment to the Travelocity license andinformation technology services agreement and webhosting agreement in the formas attached hereto as **Appendix 4.4(i)**.

 

(j)                                     TEU Partnership, OFT andTravelocity, amongst others, shall enter into a transition and ongoing servicesagreement in the form as attached hereto as **Appendix4.4(j)**.

 

4.5                                 On the Closing Date, theParties shall sign and deliver all such other documents and instruments, andshall take all such actions (in particular all actions the Parties are obligedto take under the documents and agreements attached hereto as Appendices 4.4(a)through 4.4(j)) as may be necessary or advisable to perfect the Closing, and toeffect the purposes of this Agreement. All Parties hereby undertake to act in good faith and give full supportto the achievement of the Closing.

 

4.6                                 As soon as practicable afterthe Closing Date, TEU and TEU Partnership shall enter into a merger agreementaccording to which TEU would be merged into TEU Partnership in the form asattached hereto as **Appendix 4.6**.

 

4.7                                 As soon as practicable afterthe Closing Date, NewCo and TVL GmbH shall enter into a merger agreement accordingto which NewCo would be merged into TVL GmbH in the form as attached hereto as **Appendix 4.7**.

 

**5.**                                      RESCISSION

 

5.1                                 Travelocity shall have theright to rescind this Agreement (*Rücktritt*) witheffect for and against all Parties of this Agreement by giving notice to OTTOin writing (registered mail required) if prior to the Closing a MaterialAdverse Change occurs.

 

5.2                                 For the purpose of this clausea **Material Adverse Change** is any change,circumstance, event or effect (“Events”) that with respect to TEU Partnershipor any of its subsidiaries or their respective businesses – individually or inaggregate with other adverse changes, circumstances, events or effects – has,or may reasonably be expected to have in the view of Travelocity, a materialadverse effect on the financial position, results of operations or businessoperations and prospects of TEU Partnership and/or its subsidiaries. It isunderstood that such Events by way of illustration or example would be eventsat least comparable with the events of 11 September 2001 or a SARSoutbreak if it occurred in Europe.

 

**6.**                                      INTERIM PERIOD

 

**6.1**                                 Between theday of signing of this Agreement (the Signing Date) and the Closing DateOTTO, OFT, TVL GmbH and Travelocity shall:

** **

(a)                                  ensure that TEU Partnershipand its subsidiaries conduct their respective businesses only in the ordinaryand usual course and in accordance with past practices, which are in accordancewith the law, prudent and customary under the circumstances;

 

(b)                                 consult fully with each otherin relation to any matters which may have a material effect upon the businessesof TEU Partnership and/or its subsidiaries;

 

(c)                                  make prompt disclosure, andshall ensure that TEU Partnership and its subsidiaries make prompt disclosure,of any other fact or circumstance which comes to the notice of any of themwhich has, or may have, an adverse effect upon the financial position, resultsof operations or business operations and prospects of TEU Partnership and/orits subsidiaries;

 

5

----

 

(d)                                 make prompt disclosure, andshall ensure that TEU Partnership and its subsidiaries make prompt disclosure,of all relevant information which comes to the notice of any of them inrelation to any fact or matter (whether existing on or before the Signing Dateor arising afterwards) which may constitute a breach of any of therepresentations and warranties or any other provision of the share purchaseagreement attached hereto as Appendix 4.4(f); and

 

(e)                                  not allow or procure any actor omission which may constitute a breach of any of the representations andwarranties or any other provision of, or is otherwise inconsistent with thisAgreement, the agreements and documents attached hereto or the consummation ofthe transactions contemplated herein.

 

6.2                                 Travelocity and OFT will agreeon appropriate instructions to the management of TEU Partnership to regulatethe activities of TEU Partnership with respect to its subsidiaries during theperiod from the Signing Date until the Closing Date to the intent that bothTravelocity and OFT have a greater degree of visibility, approval and controlof activities of TEU Partnership prior to the Closing Date.

 

**7.**                                      FURTHER UNDERTAKINGS

 

7.1                                 The Parties acknowledge thatcertain guarantees of OFT in favour of the Business (such as IATA bonding)shall be replaced as soon as reasonable practicable after the Closing Date byTravelocity. Guarantees due to expire on or before 31 December 2004 neednot be replaced under this provision provided always Travelocity shall indemnifyOFT from any costs incurred in connection with, and liabilities suffered under,the guarantees from the Closing Date onwards.

 

7.2                                 OTTO undertakes to use itsbest efforts to ensure that the Business will benefit after the Closing Datefrom any OTTO group agreement the benefit of which is currently enjoyed by theBusiness.

 

7.3                                 In the event that thereorganisation of the French business of TEU Partnership is not completed untilClosing, the Parties agree to amend all documents due for signing on theClosing Date as appropriate in order to reflect the then current structure ofthe French business.

 

**8.**                                      FURTHER ASSURANCE

 

OFT, TVL GmbH,TEU Partnership and TEU shall use their best efforts to achieve the followingtasks, to the extent possible, prior to the Closing Date:

 

(a)                                  Update of the share registerof Travelocity Scandinavia so that the company register correctly reflects theactual shareholding of TEU;

 

(b)                                 Undertake all necessary stepsto replace potentially existing share certificates, or as the case may be,issue new share certificates of Travelocity Scandinavia and their subsidiariesreflecting the actual shareholding of TEU or Travelocity Scandinavia,respectively;

 

(c)                                  Unless the floating chargecertificate with respect to Box Office AB (registered in the amount of SEK250,000) is found, initiate a procedure of mortifying and replacing such lostcertificate in accordance with the Swedish Act on Mortification of Instruments;and

 

(d)                                 Ensure that any benefits (e.g.claims under the guarantees) under the Share Purchase Agreement between TEU andLaurent, Pascal and Gabriel Villa, dated 15 March 2004, regarding theacquisition of VFinances SAS and it subsidiaries have been transferred to TVL

 

6

----

 

GmbH, with such transfer being made under the condition precedent ofhaving received cartel clearance in accordance with subsection 3(a) above.

 

**9.**                                      STATEMENTS OF THE PARTIES

** **

All Parties tothis Agreement have all requisite power and authority to execute and performthis Agreement and carry out the transactions contemplated hereunder and thisAgreement, when executed, will constitute a valid and binding obligation of theParties enforceable in accordance with its terms. Neither this Agreement norany term hereof or, in whole or in part, the transactions contemplated in thisAgreement, may be declared null and void or ineffective for a reason attributableto a Party to this Agreement.

 

**10.**                               CONFIDENTIALITY

 

10.1                           The contents of thisAgreement, its existence and all matters relating to this Agreement as well asthe negotiations relating to this Agreement shall be held confidential, andeach Party agrees not to divulge any such information to any person without theprior written approval of either OTTO or Travelocity (as the case may be), suchapproval not to be unreasonably withheld or delayed. Either Party may, withoutsuch approval, announce or disclose such matters or information if required todo so by law or the rules of any relevant stock exchange or governmental orother regulatory or supervisory body or authority of competent jurisdiction towhose rules the Party making the announcement or disclosure is subject,provided always that the Party making such announcement or disclosure shallconsult with the other Parties in advance as to the form, contents and timingof such announcement or disclosure.

 

10.2                           OTTO and Travelocity intend toannounce the transactions contemplated herein on a date mutually agreed byreleasing a press release substantially in the form attached hereto as **Appendix 10.2**.

 

**11.**                               COSTS AND EXPENSES

 

Whether or notthe transactions contemplated by this Agreement are consummated, OFT andTravelocity shall each pay its own respective costs and expenses, and therelated fees and expenses of its counsel and accountants and otherrepresentatives, incurred in connection with the transactions contemplated bythis Agreement. Travelocity and OFT shall equally bear the fees raised by thecartel authorities in connection with the merger control clearance, the costsof Travelocity’s advisers who will prepare the applications to the appropriatecartel authorities, as well as all notary fees incurred in connection with thetransactions contemplated herein as well as stamp duties.

 

**12.**                               FINAL PROVISIONS

 

12.1                           Changes and supplements tothis agreement as well as the waiver of rights under this agreement must be inwriting unless notarisation is required. This is true also for changes, or thecancellation, of this clause.

 

12.2                           Should a provision of thisAgreement or a provision which has become part of the Agreement later on be orbecome ineffective or invalid (*undurchführbar oderunwirksam*) in whole or in part or should the Agreement contain agap, then this shall not effect the validity of the remaining provisions. Inlieu of such ineffective or invalid provision, or in order to fill in such gap,the Parties shall agree with retro-active effect such effective provision whichlegally and economically comes as close as possible to what the Partiesintended to agree upon or, taking

 

7

----

 

into account the ratio of this Agreement, would have agreed if theywould been aware of such issue at the time of signing this Agreement.

 

12.3                           All notices and othercommunications which are required or permitted to be given under this Agreementshall be in writing and shall be deemed to have been duly given if deliveredpersonally or by registered mail or courier, or faxed (return receiptrequested), and addressed as follows:

 

If to OTTO,OFT, TEU Partnership or TEU:

 

Otto (GmbH& Co KG)Attn.: Dr. Michael E. CrüsemannWandsbeker Straße 3 - 7 22172 Hamburg, Germany

 

With a copyto:

 

Otto (GmbH& Co KG)Attn.: Head of Legal DepartmentWandsbeker Straße 3 - 7 22172 Hamburg, Germany

 

and

 

Otto Freizeit und Touristik GmbHAttn.: Christoph RischeOsterbekstraße 90a22083 Hamburg, Germany

 

If toTravelocity or TVL GmbH:

 

Travelocity.comLPAttn.: President3150 Sabre DriveSouthlake, Texas 76092, U.S.A.

 

With a copyto:

 

Travelocity.comLPAttn.:General Counsel3150 Sabre DriveSouthlake, Texas 76092, USA

 

12.4                           This Agreement is governed byGerman law. Exclusive place of jurisdiction is Frankfurt am Main.

 

8

----