EXHIBIT 10.2


 


SHARE TRANSFER
AGREEMENT


 


 


DATED OCTOBER 01,
2004


 


 


TRAVELOCITY HOLDINGS
GMBH


 


RM 2422
VERMÖGENSVERWALTUNGS GMBH

RENAMED: TRAVELOCITY SABRE GMBH


 


 


Allen & Overy LLP


 


Frankfurt


 





















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
  1.

  	
  INTERPRETATION

  	
  2

  
	
  2.

  	
  TRANSFER OF SHARES

  	
  2

  
	
  3.

  	
  CONFIDENTIALITY

  	
  3

  
	
  4.

  	
  MISCELLANEOUS

  	
  4

  



 





















 


THIS AGREEMENT
is 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 under
HRB 141917; and


 


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


 


TEU and NewCo
are hereinafter also referred to as Party and
together as the Parties.


 


WHEREAS:


 


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


 


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


 


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


 


•                  Travelocity.co.uk Ltd., a
company incorporated in England with registration number 03007698, and with its
registered address at Western House, Cambridge Road, Stanstead, Essex, CM2 4
8BZ (Travelocity UK);


 


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


 


•                  Usit Connections SAS, a
company incorporated in France and registered with the Nice
Commercial Court under the number 702 054 974 (1984 B 00632) with its registered address at
455 Promenade des Anglais — Immeuble Arénice, 06299 Nice Cedex 03 (Usit Connections); and


 


•                  Travelocity France SAS, a
company 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), Otto
Freizeit und Touristik GmbH, Hamburg (OFT) and TEU,
amongst others, entered into the master agreement (deed no. 1285/2004 of the
notary Dr. Axel Pfeifer, Hamburg) (the Master Agreement).


 


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


 


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(E)                                 As part of the restructuring
process, TEU acquired 100% of the shares in NewCo. Subsequently, TEU, in its
position as sole shareholder of NewCo, passed a shareholder’s resolution of
NewCo according to which TEU would have to contribute its shareholdings in
Travelocity UK, Travelocity Scandinavia, Usit Connections and Travelocity
France at fair market value (Teilwert) into
the capital reserves of NewCo.


 


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


 


NOW IT IS HEREBY AGREED as follows:


 


1.                                      INTERPRETATION


 


1.1                                 The terms defined in the
following definitions shall have the meaning ascribed to them wherever used in
this 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 or
indirectly, an interest that provides it with more than 50 % of the ownership
voting rights.


 


Agreement means this Share Transfer
Agreement.


 


Clause means a clause of this
Agreement.


 


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


 


France
Shares means
all shares (being 26,000) in Usit Connections and all shares (being 63,700) in
Travelocity France.


 


Scandinavian
Shares
means all shares in Travelocity Scandinavia.


 


Signing
Date means
the date of this Agreement.


 


UK
Shares
means issued share capital of GBP 14,766,000 divided into 240,000 ordinary
shares of £1 each and 14,526,000 redeemable preference shares of £1 each in
Travelocity UK.


 


1.2                                 Unless this Agreement provides
for 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, unless
otherwise stated, that person’s legal successors or assignees.


 


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


 


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


 


2.                                      TRANSFER OF SHARES


 


2.1                               Transfer of Shares in
Travelocity UK


 


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


 


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(b)                                 TEU shall procure:


 


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


 


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


 


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


 


(c)                                  The Parties hereby certify
that this in a voluntary disposition inter vivos for no consideration in money
or 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 in
Travelocity Scandinavia


 


(a)                                  TEU hereby transfers the
Scandinavian Shares to NewCo and NewCo hereby accepts such transfer. The
Scandinavian Shares are transferred with all rights and entitlements relating
thereto.


 


(b)                                 TEU hereby agrees to


 


(i)                                     deliver to NewCo the share
certificates representing all the shares in Travelocity Scandinavia duly
endorsed in blank (or to NewCo), together with all and any pertaining dividend
coupons, issue certificates and other coupons and certificates; and


 


(ii)                                  procure that NewCo is duly
entered into the share ledger of the Travelocity Scandinavia as holder of the
Shares.


 


2.3                               Transfer of Shares in Usit
Connections and Travelocity France


 


TEU hereby and
under the two ordres de mouvement attached
hereto as Exhibit 2.3 (a) and Exhibit
2.3. (b) transfers the France Shares to NewCo and NewCo hereby and
under said ordres de mouvement accepts such
transfer. The France Shares are transferred with all rights and entitlements
relating thereto.


 


2.4                               Transfer at fair market value
(Teilwert)


 


In accordance
with 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 be
contributed to the capital reserves of NewCo.


 


3.                                      CONFIDENTIALITY


 


The contents
of this Agreement, its existence and all matters relating to this Agreement as
well as the negotiations relating to this Agreement shall be held confidential,
and each Party agrees not to divulge any such information to any person without
the prior written approval of the other Parties, such approval not to be
unreasonably 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 the
rules of any relevant stock exchange or governmental or other regulatory or
supervisory body or authority of competent jurisdiction to whose rules the
Party making the announcement or disclosure is subject, provided always that
the Party making such announcement or disclosure shall consult with the other
Parties in advance as to the form, contents and timing of such announcement or
disclosure.


 


4.                                      MISCELLANEOUS


 


4.1                               Costs/Expenses


 


Clause 11 of
the Master Agreement shall apply mutatis mutandis.


 


4.2                               Governing Law and Dispute
Resolution


 


This Agreement
and the rights of the Parties hereunder shall be governed by and construed in
accordance with the laws of the Federal Republic of Germany except that (i) the
share transfer under Clause 2.1 shall be governed by UK law; (ii) the share
transfer under Clause 2.2 shall be governed by Swedish law; and (iii) the share
transfers under Clause 2.3 shall be governed by French law. The competent court
of Frankfurt/Main shall have exclusive jurisdiction.


 


4.3                               Waiver


 


None of the
terms 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 either
Party of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other provision of this Agreement or of any
further breach of the provision so waived. No extension of time for the
performance of any obligation or act hereunder shall be deemed to be an
extension of time for the performance of any other obligation or act.


 


4.4                               Amendments and Modifications


 


This Agreement
may 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 need
to comply with this Clause 4.4.


 


4.5                               Assignment


 


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


 


4.6                               Severability


 


Each provision
of this Agreement shall be interpreted 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 partially unenforceable or invalid under any applicable law,
such provision shall be ineffective only to the extent of such unenforceability
or invalidity, and the remaining provisions of this Agreement shall continue to
be binding and in full force and effect. The same shall apply if it should
transpire that this Agreement contains an omission. Instead of the invalid or
unenforceable provision the Parties shall agree on an appropriate provision
which comes as close as legally possible to what the Parties were trying to
achieve with the invalid or unenforceable provision (or, as the case may be,
the invalid or unenforceable part thereof). In the event that an omission needs
to be rectified, a provision shall be agreed upon which in


 


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view of the
purpose and intent of this Agreement comes as close as possible to what the
Parties would have agreed if they had been aware of the omission at the time
that this Agreement was concluded.


 


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