EXHIBIT 10.4


 


SHARE TRANSFER
AGREEMENT


 


 


DATED OCTOBER 01,
2004


 


 


KOMMANDITGESELLSCHAFT
TRAVEL OVERLAND

FLUGREISEN GMBH & CO


 


OTTO FREIZEIT UND
TOURISTIK GMBH


 


TRAVELOCITY GMBH


 


Allen & Overy LLP


 


Frankfurt


 





















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
  1.

  	
  INTERPRETATION

  	
  2

  
	
  2.

  	
  SPLIT OF SHARES

  	
  2

  
	
  3.

  	
  TRANSFER OF SHARES

  	
  2

  
	
  4.

  	
  CONFIDENTIALITY

  	
  2

  
	
  5.

  	
  MISCELLANEOUS

  	
  3

  



 





















 


THIS AGREEMENT
is made in Hamburg on October 01,
2004


 


BETWEEN


 


(1)                                  Kommanditgesellschaft TRAVEL
OVERLAND Flugreisen GmbH & Co, Munich, registered with the commercial
register of the local court in Munich under HRA 70203 (TEU
Partnership); and


 


(2)                                  Otto Freizeit und Touristik
GmbH (OFT), having its corporate seat in
Hamburg, Germany, registered with the commercial register of the local court of
Hamburg under HRB 53725; and


 


(3)                                  Travelocity GmbH (TVL GmbH) having its corporate seat in Munich, Germany,
registered with the commercial register of the local court of Munich under
HRB 141895; and


 


TEU
Partnership, OFT and TVL GmbH are hereinafter also referred to as Party and together as the Parties.


 


WHEREAS:


 


(A)                              On August 20, 2004 Otto
(GmbH & Co KG) (OTTO),
Travelocity.com LP (TVLY), OFT and
Travelocity Holdings GmbH, amongst others, entered into the master agreement
(deed no. 1285/2004 of the notary Dr. irur Axel Pfeifer, Hamburg) (the Master Agreement).


 


(B)                                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).


 


(C)                                As part of the restructuring
process, Travelocity Holdings GmbH, Munich (TEU),
a wholly owned subsidiary of TEU Partnership, acquired 100% of the shares in Travelocity
Sabre GmbH, a company registered with the commercial register of the local
court of Munich under HRB 152122, having a registered share capital of Euro
25,000 (NewCo). Subsequently, TEU contributed
its shareholdings in Travelocity.co.uk Ltd, England, Resfeber Sverige AB,
Sweden, Usit Connections SAS and Travelocity France SAS, both France, to NewCo.
Thereafter, TEU sold its 100% share in NewCo to TEU Partnership.


 


(D)                               The sole shareholders of TEU
Partnership, OFT and TVL GmbH, as of today passed a shareholder’s resolution
according to which each of the shareholders would withdraw (Entnahme) from TEU Partnership a 50% share in NewCo whereby
it is understood that the value of each of the shares shall equal 50% of the
fair market value (Teilwert) of
100% of the NewCo shares.


 


(E)                                 In order to implement the
above shareholder’s resolution and in accordance with clause 4.3(e) of the
Master Agreement, TEU Partnership, OFT and TVL GmbH wish to agree on the
transfer of 50% of the shares in NewCo to OFT and the transfer of 50% of the
shares in NewCo to TVL GmbH.


 


NOW IT IS HEREBY AGREED as follows:


 


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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.


 


Signing
Date means
the date of this Agreement.


 


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.                                      SPLIT OF SHARES


 


2.1                                 TEU Partnership herewith
splits its share in the nominal amount of Euro 25,000 in NewCo in two shares of
Euro 12,500.


 


2.2                                 A written approval by NewCo as
to the split of the share is attached hereto as Exhibit 2.2.


 


3.                                      TRANSFER OF SHARES


 


3.1                                 TEU Partnership hereby
transfers a share in the nominal amount of Euro 12,500 in NewCo to OFT and OFT
hereby accepts such transfer. The share is transferred with all rights and
entitlements relating thereto.


 


3.2                                 TEU Partnership hereby
transfers a share in the nominal amount of Euro 12,500 in NewCo to TVL GmbH and
TVL GmbH hereby accepts such transfer. The share is transferred with all rights
and entitlements relating thereto.


 


3.3                                 In accordance with the
shareholder’s resolution of TEU Partnership mentioned in the recitals under
(D), the transfers will be performed on the basis of the fair market value (Teilwert) of the each of the shares of Euro 26,570,000 (in
words: twenty-six million five hundred seventy thousand Euros).


 


4.                                      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,


 


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without such
approval, announce or disclose such matters or information if required to do so
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.


 


5.                                      MISCELLANEOUS


 


5.1                               Costs/Expenses


 


Clause 11 of
the Master Agreement shall apply mutatis mutandis.


 


5.2                               Notification in accordance
with § 16 GmbHG


 


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


 


5.3                               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. The competent
court of Frankfurt/Main shall have exclusive jurisdiction.


 


5.4                               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.


 


5.5                               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 5.5.


 


5.6                               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.


 


5.7                               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


 


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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 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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