**Exhibit 10.3**

 

**SABRE, INC.**

**3150 Sabre Drive, Southlake, TX 76092-2103, USA**

 

**TRAVELOCITY EUROPE LIMITED**

***(a company registered in England andWales with MO. 5448223)***

**23-59 Staines Road, Hounslow, Middlesex TW3 3HE, UK**

 

 

MorganStanley & Co. Limited

20Cabot Square

CanaryWharf

London

E144QW

 

12 May 2005

 

DearSirs,

 

**Recommended Cash Offer for Lastminute.com Plc**

 

We are writing in connection with the recommended cash offer (the “**Offer**”) for the entire issued and to be issued share capitalof Lastminute.com plc (“**Lastminute.com**”)to be made by Travelocity Europe Limited (“**TEL**”), anindirect, wholly owned subsidiary of Sabre, Inc. (“**Sabre**”).It is currently intended that the Offer be effected by means of a scheme ofarrangement of Lastminute.com under section 425 of the *Companies Act*1985 (the “**Scheme**”), upon the terms set out in the announcement to bemade on or about 12 May 2005 under Rule 2.5 of the UK City Code onTakeovers and Mergers (the “**Code**”)substantially in the form set out in Annexure A to this letter (the “**Announcement**”). We refer to your role as TEL’s financialadviser in relation to the Offer for the purposes of the Code.

 

**Acknowledgements**

 

1.                                       We acknowledge that:

 

(a)                                  Rule 2.5(a) of the Code requiresthat an announcement of the Offer should be made only when TEL has every reasonto believe that it can and will continue to be able to implement the Offer;

 

(b)                                 Rule 24.7 of the Code requires that theformal document containing the terms and conditions of the Offer (the “**Offer Document**”, which, if the Offer is effected by means ofa scheme of arrangement of Lastminute.com will comprise a circular to Lastminute.comshareholders containing, *inter alia,*theinformation required under section 426 of the *Companies Act*1985 and the terms of the scheme of arrangement)must include confirmation by an appropriate third party (e.g. Morgan Stanley &Co. Limited (“**Morgan Stanley**”) in its capacityas TEL’s financial adviser) that resources are available to TEL sufficient tosatisfy full acceptance of the Offer (the “**Cash Confirmation**”);

 

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(c)                                  the Offer cannot and will not be subject to afinancing condition; and

 

(d)                                 TEL is solely responsible for producing orprocuring cash to satisfy payment in full of the consideration due under theOffer (however effected), including any amounts due under any proposals madeunder Rule 15 of the Code and, if the Offer is effected by means of atakeover offer, any amounts due after the implementation of the compulsoryacquisition provisions of sections 428 to 430F of the Companies Act 1985 (the “**Consideration**”).

 

**Purpose,reliance and disclosure**

 

2.                                       We understand that, before agreeing toprovide the Cash Confirmation in the Offer Document, Morgan Stanley, in itscapacity as TEL’s financial adviser, must satisfy itself that, at the time thatthe Announcement is released and published, TEL can and will continue to beable to implement the Offer. The purpose of this letter is to provide MorganStanley with certain assurances, confirmations and undertakings in support of,and so as to enable it to give, the Cash Confirmation.  In consideration of Morgan Stanley agreeingto give the Cash Confirmation (including, subject to Sabre and TEL complyingwith the terms of this letter, in the offer document to be issued in connectionwith any recommended offer effected by means of a takeover offer in accordancewith clause 3.7 or clause 3.8 of the Implementation Agreement between Sabre,TEL and Lastminute.com dated on or about the date of this letter (the “**Implementation Agreement**”)), Sabre and TEL have agreed togive the acknowledgments, representations, warranties and undertakingscontained in this letter.

 

3.                                       We confirm that you are entitled to rely uponthis letter.  Other than Clifford ChanceLLP, who may rely upon this letter solely in order to provide you with advicein connection with the giving of the Cash Confirmation, no other person mayrely upon this letter. You may deliver a copy of this letter to yourprofessional advisers and to any relevant regulatory authority. This letter maybe disclosed in connection with any dispute or proceedings in relation to theOffer.

 

**Sources of funds**

 

4.                                       If the Offer is effected by means of theScheme and if the Scheme becomes effective, the aggregate cash considerationpayable to Lastminute.com shareholders under the terms of the Scheme will bethe amount £585,100,000 and €103,000,000. This amount is to be funded from Sabre’s existing cash resources andfrom the proceeds of Borrowings under the Credit Agreement referred to insub-paragraph 5(b) below, which are to be made available (directly orindirectly) to TEL.  To the extent suchfunds are denominated in US dollars, Sabre has entered into the Currency OptionAgreements referred to in sub-paragraph 5(c) below to appropriately limitits foreign currency exposure.

 

5.                                      We refer to:

 

(a)                                  the amount of $450 million in cash andmarketable securities (the “**Agreed Amount**”)which, in accordance with sub-paragraph 9(g), will be deposited in a separateaccount (the “**Account**”) maintained with AmericanBeacon Advisors on behalf of Sabre or TEL. Evidence of such deposit or of thearrangements

 

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madefor such deposits to be made on the date of the Announcement is contained inAnnexure B;

 

(b)                                 the $800,000,000 million credit agreementdated on or about the date of this letter between Sabre (as Borrower), MorganStanley Senior Funding, Inc (as Administrative Agent and Syndication Agent) andothers, a copy of which is set out in Annexure C to this letter (the “**Credit Agreement**”). Unless defined in this letter or unless the context requires otherwise,terms defined in the Credit Agreement have the same meaning when used in thisletter and a reference to a “**Section**” is toa Section of the Credit Agreement; and

 

(c)                                  the currency option agreements which,pursuant to sub-paragraph 9(g), are to be entered into on the date of thisletter between Sabre (as Buyer) and one of the Lenders or one of theirrespective Affiliates (as Seller) pursuant to which Sabre has purchased anoption to purchase Sterling and an option to purchase Euros on the termsdescribed in the term sheets set out in Annexure D (the “**Currency OptionAgreements**”).

 

**Representationsand warranties**

 

6.                                       Sabre and TEL represent and warrant to MorganStanley as at the date of this letter (by reference to the facts andcircumstances as at the date of this letter) as follows:

 

(a)                                  Sabre has the right, power and authority, andhas taken all action necessary, including obtaining all necessary corporateauthority (evidence of which is set out in Annexure E), (i) to establishthe Account and to deposit the Agreed Amount in the Account and (ii) toexecute, deliver and exercise its rights, and perform its obligations, underthe Credit Agreement, the Currency Option Agreements and this letter, each ofwhich has been validly executed by or on behalf of Sabre;

 

(b)                                 TEL has the right, power and authority, and(in relation only to sub-clause (ii) of this sub-paragraph 6(b)) has takenall action necessary, including obtaining all necessary corporate authority(evidence of which is set out in Annexure F), to (i) approve and implementthe Offer on the terms set out in the Announcement and (ii) to execute,deliver and exercise its rights, and to perform its obligations, under thisletter agreement, which has been validly executed by or on behalf of TEL;

 

(c)                                  save (i) in relation to the creditagreement between Sabre (as Borrower) and Bank of America N.A (asAdministrative Agent) and others dated 15 June 2004 (the “**Existing Facility**”) as described in sub-paragraph 6(0) belowand (ii) as otherwise disclosed in writing to Morgan Stanley prior to thedate of this letter, neither the execution of, nor the performance of theirrespective obligations under, this letter nor the making and consummation ofthe Offer will conflict with any obligation or agreement or other commitmentwhich is binding upon Sabre or TEL or any of their respective assets in amanner which will or would reasonably be likely to prejudice or adverselyaffect or prevent or delay TEL

 

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payingthe Consideration in accordance with the terms of the Offer and therequirements of the Code;

 

(d)                                 all of the conditions precedent set out in Section 4.01have been satisfied or waived in accordance with Section 10.01; theAdministrative Agent has notified Sabre of the Effective Date in accordancewith Section 4.01 and a copy of that notice is attached as Annexure G tothis letter; and the Effective Date has occurred and the Credit Agreement hasbecome effective in accordance with its terms;

 

(e)                                  so far as Sabre is aware, having made allreasonable inquiry, nothing has occurred which constitutes or which will orwhich would reasonably be expected to constitute a Major Default;

 

(f)                                    so far as Sabre is aware, having made allreasonable inquiry, nothing has occurred which will or which would reasonably (i) preventany of the Conditions Precedent contained in Section 4.02 from beingsatisfied, (ii) entitle any person to rescind, cancel, terminate orrepudiate the Credit Agreement or (iii) otherwise entitle the Lenders torefuse the use or availability of an Acquisition Loan or prevent any AcquisitionLoan being used to pay the Consideration in accordance with the terms of theOffer and the requirements of the Code;

 

(g)                                 so far as Sabre is aware, having made allreasonable inquiry, nothing has occurred which will or would reasonably beexpected to constitute or give rise to any breach of the terms on which thesecurities and the amounts comprising the Relevant Cash Deposits (as such termis defined in sub-paragraph 9(a) below) have been deposited and are being heldand the undertakings given in this letter do not conflict with such terms;

 

(h)                                 so far as Sabre is aware, having made allreasonable enquiries, nothing has occurred which would prevent Sabre havingaccess to and advancing the funds comprising the Agreed Amounts and theRelevant Cash Deposits to TEL in accordance with the undertakings given in thisletter;

 

(i)                                     so far as Sabre is aware, having made allreasonable inquiry, nothing has occurred which will or which would prevent orreasonably be expected to (i) prevent it exercising any of its rightsunder the Currency Option Agreements or (ii) entitle any counterparty tothe Currency Option Agreement to rescind, cancel, terminate or repudiate anyCurrency Option Agreement;

 

(j)                                     save for the documents and agreementscontained in the Annexures to this letter (the “**FinanceDocuments**”), each of which is in full force and effect, and anyother document, agreement, arrangement or understanding listed in Annexure Fand the Existing Facility, there are no documents, agreements, arrangements orunderstandings in relation to any aspect of the financing of the Offer to whichany of Sabre, TEL or any of their respective Affiliates is a party and whichwill or would reasonably be expected to affect Morgan Stanley’s decision togive the Cash Confirmation;

 

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(k)                                  save as disclosed in writing to MorganStanley prior to the date of this letter, Sabre has not agreed or sought toterminate or waive, vary or amend the terms of the Credit Agreement or theCurrency Option Agreements;

 

(l)                                     neither Sabre nor TEL nor any of theirrespective Affiliates is party to any agreement, arrangement or understandingwhich modifies, varies or amends any Finance Document in a manner which wouldprevent or delay (i) compliance with any of their respective obligationsunder this letter in any material respect; or (ii) the funds madeavailable under the Finance Documents from being applied to pay theConsideration in accordance with the terms of the Offer and the requirements ofthe Code;

 

(m)                               so far as each of them is aware, having madeall reasonable inquiry, neither TEL nor Sabre is in default under anyobligation, agreement or commitment where such default will or would reasonablybe expected to prejudice or adversely affect TEL’s ability to pay theConsideration in accordance with the terms of the Offer and the requirements ofthe Code;

 

(n)                                 so far as each of them is aware, having madeall reasonable inquiry, neither TEL nor Sabre is aware of any fact orcircumstance which would or which would reasonably be expected to (i) preventor delay TEL paying the Consideration in accordance with the terms of the Offerand the requirements of the Code (ii) without limitation to sub-clause (i) ofthis sub-paragraph 6(n), prevent or delay either of them from complying withits obligations under this letter in any material respect or (ii) preventMorgan Stanley providing the Cash Confirmation; and

 

(o)                                 in relation to the Existing Facility:

 

(i)                                     no amounts have been borrowed and areoutstanding under the Existing Facility; and

 

(ii)                                  in the absence of a waiver from Bank ofAmerica N.A. in the terms described in sub-paragraph 1l(k) below, the borrowingof the Acquisition Loan under the Credit Agreement and the implementation ofthe Transactions may constitute a breach of the Existing Facility.

 

7.                                       Sabre represents and warrants to MorganStanley that it is not aware (having made all reasonable inquiry) of any factor circumstance which would or which might reasonably be expected to render anyof the warranties set forth in Sections 5.01, 5.02, 5.03, 5.06, 5.07 and 5.12of the Credit Agreement inaccurate, untrue or misleading in any respect, ineach case in relation to itself and, to the extent applicable, TEL.

 

8.                                       Immediately prior to the despatch of theOffer Document (the “**Relevant Time**”),Sabre will notify Morgan Stanley in writing of any fact, matter or circumstanceof which it has become aware (having made reasonable inquiry) which, if therepresentations and warranties contained in paragraphs 6 and 7 were to be givenat the Relevant Time by reference to the facts and circumstances at theRelevant Time, would render any of those

 

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representationsand warranties incorrect, inaccurate or misleading (or provide an appropriatewritten negative confirmation).

 

**Primary undertakings**

 

9.                                       Sabre undertakes to Morgan Stanley that:

 

(a)                                  at all times prior to the expiry or dischargeof TEL’s obligations to pay the Consideration to Lastminute.com shareholders,Sabre will maintain cash deposits and deposits of marketable securities withinthe Consolidated Group at an aggregate level (when added to the amountsstanding to the credit of the Account) equal to not less than the Agreed Amount(such cash deposits and deposits of marketable securities together with theAgreed Amount the “**Relevant Cash****Deposits**”)and it will procure that no mortgage, pledge, lien, assignment, right ofset-off (other than any right of set-off in favour of the American BeaconAdvisors in the ordinary course or arising under the terms of businessapplicable to the Account), or other encumbrance or security interest exists oris granted or created over or in respect of any of the funds or securities constitutingthe Relevant Cash Deposits;

 

(b)                                 so far as it is within its power to do so, itwill do all things required of it under the Credit Agreement to secure theadvance of the Acquisition Loan in an amount which, when taken together withthe Relevant Cash Deposits and after taking into account the Currency OptionAgreements, is sufficient to pay the Consideration;

 

(c)                                  it will (and that it will procure that eachof its Subsidiaries will) carry out such intra group transactions as arenecessary to achieve transfer of the Relevant Cash Deposits and the proceeds ofborrowings under the Credit Agreement to TEL to the extent necessary to enableit to comply with its obligations to pay the Consideration in accordance withthe terms of the Offer and the requirements of the Code;

 

(d)                                 it will notify Morgan Stanley in writing (i) priorto withdrawing any funds from the Account and (ii) immediately on becomingaware that it has failed to comply with any of the undertakings given in thisparagraph 9;

 

(e)                                  without limitation to sub-paragraph  9(a), it will procure that it and its Subsidiariesmaintain cash deposits (less any amounts then outstanding under the ExistingFacility) and deposits of marketable securities and headroom under the CreditAgreement, in each case taking into account the Currency Option Agreements,which are in aggregate at least equal to the amount which is required to fundthe Consideration at all times before the potential breaches of the ExistingFacility referred to in sub-paragraph 6(o) are waived or otherwise cured (sothat, until the potential breaches of the Existing Facility referred to in sub-paragraph6(o) are waived or otherwise cured, the amount of the cash deposits anddeposits of marketable securities as described in sub-paragraph 9(a) above andheadroom under the Credit Agreement

 

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maintainedby Sabre and its Subsidiaries will be increased by the amount corresponding toany amounts then outstanding under the Existing Facility); and

 

(f)                                    if at the time the Currency Option Agreementsexpire (i) the Offer has not lapsed or been withdrawn and (ii) TELhas not paid all of the Consideration due to Lastminute.com shareholders, thenSabre will, if requested to do so by Morgan Stanley (acting reasonably),promptly put in place arrangements satisfactory to Morgan Stanley (actingreasonably) so as to appropriately limit its foreign currency exposure inrespect of the outstanding Consideration; and

 

(g)                                 it will deposit the Agreed Amount in theAccount in accordance with the arrangements described in Annexure B and enterinto the Currency Option Agreements, in each case no later than 17.00 (Londontime) on the date of this letter and promptly thereafter provide Morgan Stanleywith evidence in writing of its compliance with this sub-paragraph 9(g).

 

10.                                 TEL undertakes to Morgan Stanley that:

 

(a)                                  without the prior written consent of MorganStanley (which, if alternative source(s) of finance satisfactory to MorganStanley (acting reasonably) to pay the Consideration are available, shall notbe unreasonably withheld or delayed), all of the funds provided to it by Sabrein accordance with paragraph 9 to pay the Consideration will be used by it solelyto pay the Consideration until such time as the Consideration is paid in full;and

 

(b)                                 such payment will be made within the relevanttime period for payment prescribed in Rule 31.8 of the Code,

 

in each case in accordance with the terms of theOffer and the requirements of the Code. 

 

**Furtherundertakings**

 

11.                                Sabre undertakes to Morgan Stanley that:

 

(a)                                  without Morgan Stanley’s prior writtenconsent, it will not amend the terms on which Relevant Cash Deposits are heldin a manner which would prevent or restrict compliance with any of itsobligations under paragraph 9 of this letter;

 

(b)                                 so far as it is within its power to do so, itwill procure that no event occurs which constitutes or which will or whichwould reasonably be expected to constitute a Major Default;

 

(c)                                  without limitation to sub-paragraph 9(b), itwill procure, so far as it is within its power to do so, that the ConditionsPrecedent contained in Section 4.02 of the Credit Agreement are satisfied,and, in particular:

 

(i)                                     it will procure that the certificate referredto it Section 4.02(b) is given to the Administrative Agent promptly(and in any event within 48 hours) after the conditions referred to in that section havebeen satisfied;

 

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(ii)                                  if the Offer is effected by means of the Scheme,it will procure that (i) the Court Order in respect of the Scheme isregistered with the Registrar of Companies pursuant to subsection 425(3) ofthe *Companies Act 1985*and (ii) thecertificate referred to in Section 4.02(c) is delivered to the AdministrativeAgent, in each case promptly (and in any event within 48 hours) after the CourtOrder is made;

 

(iii)                               if the Offer is not effected by means of theScheme, it will procure that the certificate referred to in Section 4.02(c) isdelivered to the Administrative Agent promptly (and in any event within 48hours) after the Unconditional Date occurs;

 

(iv)                              so far as it is within its power to do so, itwill procure that the representations and warranties set forth in Sections5.01, 5.02, 5.03, 5.06, 5.07 and 5.12 shall be true and correct on and as ofthe date of the Acquisition Loan in relation to itself and, to the extentapplicable, TEL;

 

(v)                                 so long as the matters deemed to be confirmedor represented and warranted by the Loan Notice can then be confirmed orrepresented and warranted (as the case may be), Sabre will procure that theAdministrative Agent shall have received a Loan Notice specifying a Borrowingin the amount which, when taken together with the Relevant Cash Deposits andafter taking into account the Currency Option Agreements, is sufficient to payall of the Consideration in accordance with the requirements of the CreditAgreement and that such Loan Notice identifies the location and account numberof the Settlement Account; and

 

(vi)                              it will provide copies of any notice orcertificate delivered or received by it under the Credit Agreement (includingthe certificates referred to in sub-paragraphs 11(c)(i), (ii) and (iii) above)to Morgan Stanley promptly (and in any event within 3 Business Days) aftergiving or receiving (as the case may be) such notice or certificate;

 

(d)                                 so far as it is within its power to do so, itwill procure that no event occurs which will or which would reasonably beexpected to (i) entitle any person to rescind, cancel, terminate orrepudiate the Credit Agreement or the Currency Option Agreements or (ii) otherwiseentitle the Lenders to refuse the use or availability of an Acquisition Loan orprevent an Acquisition Loan being used to pay the Consideration;

 

(e)                                  so far as it is within its power to do so, itwill procure that nothing occurs which would prevent Sabre making the funds andthe securities (or their cash equivalent) constituting the Relevant CashDeposits available to TEL in accordance with the undertakings given in thisletter to enable it to pay the Consideration in accordance with the terms ofthe Offer and the requirements of the Code;

 

(f)                                    without Morgan Stanley’s prior writtenconsent, it will not enter into any agreement, arrangement or understanding whichconflicts with any of the

 

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undertakingsgiven in this letter provided that if such agreement, arrangement orunderstanding would not result in a breach of the undertaking in sub-paragraph11(i) below, then Morgan Stanley shall not reasonably withhold or delaysuch consent;

 

(g)                                 it will not terminate or waive, vary or amendthe terms of the Credit Agreement or the Currency Option Agreements or agree todo any of the foregoing provided that if such waiver, variation or amendmentwould not result in a breach of the undertaking given in sub-paragraph 11(i) below,then Morgan Stanley shall not unreasonably withhold or delay such consent;

 

(h)                                 without the prior written consent of MorganStanley (which, if alternative source(s) of finance satisfactory to MorganStanley to pay the Consideration are available, shall not be unreasonablywithheld or delayed), it will not do anything and will not enter into anyagreement, arrangement or understanding which would prevent or restrict thefunds made available under the Finance Documents from being applied to pay theConsideration in accordance with the terms of the Offer and the requirements ofthe Code;

 

(i)                                     it will not do anything which will or whichmight reasonably be expected to (i) prejudice or adversely affect TEL’s abilityto satisfy its obligations under the Offer and to pay the Consideration; (ii) preventor delay TEL paying the Consideration in accordance with the terms of the Offerand the requirements of the Code; (iii) prevent Morgan Stanley providingthe Cash Confirmation; or (iv) render Morgan Stanley liable to pay some orall of the Consideration;

 

(j)                                     it will procure that TEL complies with itsobligations under this letter; and

 

(k)                                  in relation to the Existing Facility:

 

(i)                                     Sabre will seek a waiver from Bank ofAmerica, N.A. in respect of the breach of the Existing Facility described insub-paragraph 6(o) above promptly after the Announcement is made; and

 

(ii)                                  so far as it is within its power to do so,Sabre will procure that, for so long as any amounts are drawn under theExisting Facility, no Event of Default (as that term is defined in the ExistingFacility) occurs as a result of the borrowing of the Acquisition Loan under theCredit Agreement and the implementation of the Transactions.

 

12.                                 TEL undertakes to Morgan Stanley that:

 

(a)                                  so far as it is within its power to do so, itwill procure that no event occurs which constitutes or which will or whichwould reasonably be expected to constitute a Major Default;

 

(b)                                 in each case in so far as it is within itspower to do so, it will procure that the Conditions Precedent contained in Section 4.02of the Credit Agreement are satisfied, and, in particular, it will procure thatthe representations and warranties set forth in Sections 5.01, 5.02, 5.03, 5.06,5.07 and 5.12 shall (to the

 

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extentapplicable) be true and correct in relation to itself on and as of the date ofthe Acquisition Loan;

 

(c)                                  so far as it is within its power to do so, itwill procure that no event occurs which will or which would reasonably beexpected (i) entitle any person to rescind, cancel, terminate or repudiatethe Credit Agreement or (ii) otherwise entitle the Lenders to refuse theuse or availability of an Acquisition Loan or prevent an Acquisition Loan beingused to pay the Consideration;

 

(d)                                 without Morgan Stanley’s prior writtenconsent, it will not enter into any agreement, arrangement or understandingwhich conflicts with any of the undertakings given in this letter provided thatif such agreement, arrangement or understanding would not result in a breach ofthe undertaking given in sub-paragraph 12(e) below, then Morgan Stanleyshall not unreasonably withhold or delay such consent; and

 

(e)                                  it will not do anything which will or whichmight reasonably be expected to (i) prejudice or adversely affect its abilityto satisfy its obligations under the Offer, including (without limitation) asto the payment of the Consideration; (ii) prevent or delay payment of theConsideration in accordance with the terms of the Offer and the requirements ofthe Code; (iii) prevent Morgan Stanley providing the Cash Confirmation; or(iv) render Morgan Stanley liable to pay some or all of the Consideration.

 

**Furtherassurances**

 

13.                                 On receiving Morgan Stanley’s reasonablerequest, so far as it is within their power to do so, Sabre or TEL (as the casemay be) shall (at their own cost) do and execute, or arrange to be done andexecuted, each act, document and thing necessary to comply with theundertakings given in this letter.

 

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**The Offer Document and the Offer**

 

14.                                 Other than an amendment required by the Codeor the UK Panel on Takeovers and Mergers (the “**Panel**”),neither TEL nor Sabre shall make, consent to or agree any amendment to theOffer Document or the terms of the Offer without Morgan Stanley’s prior writtenconsent provided that if the amendment:

 

(a)                                  would not result in a breach of any of theundertakings contained in this letter; or

 

(b)                                 would not increase the consideration payableunder the Offer,

 

then Morgan Stanley shall not unreasonably withhold or delay itsconsent to such amendment.

 

15.                                 Subject to the requirements of the Code andthe Panel, nothing in this letter will prevent TEL from waiving, or require TELto waive, or require that Sabre or TEL obtain Morgan Stanley’s consent to anywaiver of any condition to the Offer, provided that TEL may not waive thoseconditions to the Offer which are also conditions precedent to the Borrowing ofAcquisition Loans under Section 4.02 without Morgan Stanley’s priorwritten consent unless those conditions precedent have been waived by theLenders under the Credit Agreement.

 

**General**

 

16.                                 A reference in this letter to:

 

(a)                                  “the terms of the Offer” means the terms ofthe Offer however effected and, if the Offer is effected by means of the Scheme,includes the terms of such scheme; and

 

(b)                                 “the Offer” includes an offer forLastminute.com effected by means of a recommended takeover in accordance withclause 3.7 or clause 3.8 of the Implementation Agreement.

 

17.                                 The obligations contained in this letter willcease at the time the Offer lapses or is withdrawn provided that if TEL electsto effect the Offer by means of recommended takeover offer in accordance withclause 3.7 or clause 3.8 of the Implementation Agreement, then the obligationscontained in this letter will cease at the time such recommended takeover offerlapses or is withdrawn.

 

18.                                 This letter is intended to be legally bindingand its terms shall be governed by and construed in accordance with Englishlaw. The parties hereby irrevocably submit to the jurisdiction of the EnglishCourts.

 

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19.                                 Sabre shall at all times retain an agent forservice of process in England and any other documents in proceedings inconnection with this letter. Sabre hereby appoints TEL whose registered officeis currently at 25-29 Staines Road, Hounslow, Middlesex TW3 3HE, United Kingdom(Attention: Vice President Legal Services) as its agent and hereby irrevocablyagrees that any notice of legal process shall be sufficiently served on it if deliveredto such agent at its address for the time being. These documents may, however,be served in any other manner allowed by law.

 

20.                                 This letter agreement may be executed in anynumber of counterparts, each of which when executed and delivered is anoriginal and all of which together evidence the same agreement.

 

Pleaseindicate your agreement to the terms set out above by signing the enclosed copyof this letter and returning it to Sabre at the address referred to inparagraph 19.

 

Yoursfaithfully,

 
|                                   |
|----------------------------------------|
| /s/ JEFFERY M. JACKSON                 |   |
| for  and on behalf of                  |
| Sabre, Inc.                       |
|                                   |
|                                   |
| /s/ MICHAEL S.  GILLILAND              |   |
| for  and on behalf of                  |
| Travelocity  Europe Limited            |
|                                   |
| Acknowledged  and agreed:              |
|                                   |
|                                   |
| /s/ ANDREW DENCH                       |   |
| for  and on behalf of                  |
| Morgan  Stanley & Co. Limited |

 

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**LIST OF****ANNEXURES**

 
| **Annexure** | ** ** | **Description**                                                                                                                             | ** ** | **Paragraph** | ** ** |
|--------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------|------------|
| ** **   | ** ** | ** **                                                                                                                                  | ** ** | ** **    | ** ** |
| A            |       | Announcement                                                                                                                                |       | introduction  |       |
|         |       |                                                                                                                                        |       |          |       |
| B            |       | Evidence of deposit of Agreed Amount in Account or the arrangements  made for such deposit to be made on the date of the Announcement       |       | 5(a)          |       |
|         |       |                                                                                                                                        |       |          |       |
| C            |       | Credit Agreement                                                                                                                            |       | 5(b)          |       |
|         |       |                                                                                                                                        |       |          |       |
| D            |       | Currency Option Agreement Term Sheets                                                                                                       |       | 5(c)          |       |
|         |       |                                                                                                                                        |       |          |       |
| E            |       | Evidence of Corporate Authority - Sabre                                                                                                     |       | 6(a)          |       |
|         |       |                                                                                                                                        |       |          |       |
| F            |       | Evidence of Corporate Authority - TEL                                                                                                       |       | 6(b)          |       |
|         |       |                                                                                                                                        |       |          |       |
| G            |       | Notice from Administrative Agent under Section 4.01 of the  Credit Agreement                                                           |       | 6(d)          |       |
|         |       |                                                                                                                                        |       |          |       |
| H            |       | List of documents, agreements, arrangements or understandings which  relate to Morgan Stanley’s decision to give the Cash Confirmation |       | 6(j)          |       |

 

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