**EXHIBIT 10.2**

 

**SHARE TRANSFERAGREEMENT**

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**DATED OCTOBER 01,2004**

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**TRAVELOCITY HOLDINGSGMBH**

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**RM 2422VERMÖGENSVERWALTUNGS GMBHRENAMED: TRAVELOCITY SABRE GMBH**

 

 

**Allen & Overy LLP**

 

**Frankfurt**

 

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**CONTENTS**

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

 

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THIS AGREEMENTis made in Hamburg on October 01, 2004

 

**BETWEEN**

 

(1)                                  Travelocity Holdings GmbH (**TEU**) having its corporate seat in Munich, Germany,registered with the commercial register of the local court of Munich underHRB 141917; and

 

(2)                                  RM 2422 VermögensverwaltungsGmbH, renamed, Travelocity Sabre GmbH (**NewCo**)having its corporate seat in Munich, Germany, registered with the commercialregister of the local court of Munich under HRB 152122,

 

TEU and NewCoare hereinafter also referred to as **Party** andtogether as the **Parties**.

 

**WHEREAS:**

 

(A)                              TEU is a wholly ownedsubsidiary of Kommanditgesellschaft TRAVEL OVERLAND Flugreisen GmbH & Co,Munich, registered with the commercial register of the local court in Munichunder HRA 70203 (**TEU Partnership**).

 

(B)                                TEU holds 100% of the sharesin the following companies:

 

•                  RM 2422 VermögensverwaltungsGmbH, renamed, Travelocity Sabre GmbH (**NewCo**);

 

•                  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 (**Travelocity UK**);

 

•                  Resfeber Sverige AB, a companyincorporated in Sweden with company register number 556551-8957 and with itsregistered address at Kungsgatan 38, 3 tr 111 35 Stockholm (**Travelocity Scandinavia**);

 

•                  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 Promenade des Anglais — Immeuble Arénice, 06299 Nice Cedex 03 (**Usit Connections**); and

 

•                  Travelocity France SAS, acompany incorporated in France with registration number 441 687 928 RCS Paris,and with registered address at 77 rue La Boëtie, 75008 Paris (**Travelocity France**).

 

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

 

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

 

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(E)                                 As part of the restructuringprocess, TEU acquired 100% of the shares in NewCo. Subsequently, TEU, in itsposition as sole shareholder of NewCo, passed a shareholder’s resolution ofNewCo according to which TEU would have to contribute its shareholdings inTravelocity UK, Travelocity Scandinavia, Usit Connections and TravelocityFrance at fair market value (*Teilwert*) intothe capital reserves of NewCo.

 

(F)                                 In order to implement theabove shareholder’s resolution and in accordance with clause 4.3(b) of theMaster Agreement, TEU and NewCo wish to agree on the transfer of TEU’s sharesin Travelocity UK, Travelocity Scandinavia, Usit Connections and TravelocityFrance to NewCo.

 

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

 

**1.**                                      INTERPRETATION

 

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

 

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

 

**Agreement** means this Share TransferAgreement.

 

**Clause** means a clause of thisAgreement.

 

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

 

**FranceShares**meansall shares (being 26,000) in Usit Connections and all shares (being 63,700) inTravelocity France.

 

**ScandinavianShares**means all shares in Travelocity Scandinavia.

 

**SigningDate**meansthe date of this Agreement.

 

**UKShares**means issued share capital of GBP 14,766,000 divided into 240,000 ordinaryshares of £1 each and 14,526,000 redeemable preference shares of £1 each inTravelocity UK.

 

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

 

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

 

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

 

**2.**                                      TRANSFER OF SHARES

 

**2.1**                               Transfer of Shares inTravelocity UK

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(a)                                  TEU hereby transfers the UKShares to NewCo and NewCo hereby accepts such transfer. The UK Shares aretransferred with all rights and entitlements relating thereto.

 

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(b)                                 TEU shall procure:

 

(i)                                     the delivery to Newco of dulyexecuted transfers of the UK Shares in favour of Newco or as it may direct;

 

(ii)                                  the delivery to Newco of sharecertificate(s) representing the UK Shares (or an express indemnity in a formsatisfactory to Newco in the case of any found to be missing); and

 

that a boardmeeting is held at Travelocity UK where it shall be resolved that the transfersreferred to in subclause 2.1(b)(i) are approved for registration.

 

(c)                                  The Parties hereby certifythat this in a voluntary disposition inter vivos for no consideration in moneyor money’s worth nor any consideration referred to in s57 Stamp Act 1891(consideration in satisfaction of a debt) and is therefore exempt under Category ‘L’ Stamp Duty (Exempt Instruments)Regulations SI 1987/516.

 

**2.2**                               Transfer of Shares inTravelocity Scandinavia

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(a)                                  TEU hereby transfers theScandinavian Shares to NewCo and NewCo hereby accepts such transfer. TheScandinavian Shares are transferred with all rights and entitlements relatingthereto.

 

(b)                                 TEU hereby agrees to

 

(i)                                     deliver to NewCo the sharecertificates representing all the shares in Travelocity Scandinavia dulyendorsed in blank (or to NewCo), together with all and any pertaining dividendcoupons, issue certificates and other coupons and certificates; and

 

(ii)                                  procure that NewCo is dulyentered into the share ledger of the Travelocity Scandinavia as holder of theShares.

 

**2.3**                               Transfer of Shares in UsitConnections and Travelocity France

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TEU hereby andunder the two *ordres de mouvement* attachedhereto as **Exhibit 2.3 (a)** and**Exhibit2.3. (b)**transfers the France Shares to NewCo and NewCo hereby andunder said *ordres de mouvement* accepts suchtransfer. The France Shares are transferred with all rights and entitlementsrelating thereto.

 

**2.4**                               Transfer at fair market value(*Teilwert*)

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In accordancewith the shareholder’s resolution of NewCo mentioned in the recitals under (E),the transfers will be performed on the basis of the fair market value (*Teilwert*) of the shares of Euro 53,140,000 (in words:fifty-three million one hundred forty thousand Euros). All shares will becontributed to the capital reserves of NewCo.

 

**3.**                                      CONFIDENTIALITY

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The contentsof this Agreement, its existence and all matters relating to this Agreement aswell as the negotiations relating to this Agreement shall be held confidential,and each Party agrees not to divulge any such information to any person withoutthe prior written approval of the other Parties, such approval not to beunreasonably withheld or delayed. Either party may, without such approval,announce or disclose such matters or information if required to do so

 

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by law or therules 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.

 

**4.**                                      MISCELLANEOUS

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**4.1**                               Costs/Expenses

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

 

**4.2**                               Governing Law and DisputeResolution

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This Agreementand the rights of the Parties hereunder shall be governed by and construed inaccordance with the laws of the Federal Republic of Germany except that (i) theshare transfer under Clause 2.1 shall be governed by UK law; (ii) the sharetransfer under Clause 2.2 shall be governed by Swedish law; and (iii) the sharetransfers under Clause 2.3 shall be governed by French law. The competent courtof Frankfurt/Main shall have exclusive jurisdiction.

 

**4.3**                               Waiver

 

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

 

**4.4**                               Amendments and Modifications

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This Agreementmay not be modified, amended or changed in any respect except in writing,unless notarisation is required. The same shall apply to any waiver of the needto comply with this Clause 4.4.

 

**4.5**                               Assignment

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

 

**4.6**                               Severability

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Each provisionof this Agreement shall be interpreted in such manner as to be effective andvalid under applicable law, but if any provision of this Agreement shall be orbecome wholly or partially unenforceable or invalid under any applicable law,such provision shall be ineffective only to the extent of such unenforceabilityor invalidity, and the remaining provisions of this Agreement shall continue tobe binding and in full force and effect. The same shall apply if it shouldtranspire that this Agreement contains an omission. Instead of the invalid orunenforceable provision the Parties shall agree on an appropriate provisionwhich comes as close as legally possible to what the Parties were trying toachieve with the invalid or unenforceable provision (or, as the case may be,the invalid or unenforceable part thereof). In the event that an omission needsto be rectified, a provision shall be agreed upon which in

 

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view of thepurpose and intent of this Agreement comes as close as possible to what theParties would have agreed if they had been aware of the omission at the timethat this Agreement was concluded.

 

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