Exhibit 10.3


 


SABRE, INC.


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


 


TRAVELOCITY EUROPE LIMITED


(a company registered in England and
Wales with MO. 5448223)


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


 


 


Morgan
Stanley & Co. Limited


20
Cabot Square


Canary
Wharf


London


E14
4QW


 


12 May 2005


 


Dear
Sirs,


 


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 capital
of Lastminute.com plc (“Lastminute.com”)
to be made by Travelocity Europe Limited (“TEL”), an
indirect, wholly owned subsidiary of Sabre, Inc. (“Sabre”).
It is currently intended that the Offer be effected by means of a scheme of
arrangement of Lastminute.com under section 425 of the Companies Act 1985 (the “Scheme”), upon the terms set out in the announcement to be
made on or about 12 May 2005 under Rule 2.5 of the UK City Code on
Takeovers 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 financial
adviser in relation to the Offer for the purposes of the Code.


 


Acknowledgements


 


1.                                       We acknowledge that:


 


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


 


(b)                                 Rule 24.7 of the Code requires that the
formal document containing the terms and conditions of the Offer (the “Offer Document”, which, if the Offer is effected by means of
a scheme of arrangement of Lastminute.com will comprise a circular to Lastminute.com
shareholders containing, inter alia, the
information 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 capacity
as TEL’s financial adviser) that resources are available to TEL sufficient to
satisfy full acceptance of the Offer (the “Cash Confirmation”);


 





















 


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


 


(d)                                 TEL is solely responsible for producing or
procuring cash to satisfy payment in full of the consideration due under the
Offer (however effected), including any amounts due under any proposals made
under Rule 15 of the Code and, if the Offer is effected by means of a
takeover offer, any amounts due after the implementation of the compulsory
acquisition provisions of sections 428 to 430F of the Companies Act 1985 (the “Consideration”).


 


Purpose,
reliance and disclosure


 


2.                                       We understand that, before agreeing to
provide the Cash Confirmation in the Offer Document, Morgan Stanley, in its
capacity as TEL’s financial adviser, must satisfy itself that, at the time that
the Announcement is released and published, TEL can and will continue to be
able to implement the Offer. The purpose of this letter is to provide Morgan
Stanley 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 agreeing
to give the Cash Confirmation (including, subject to Sabre and TEL complying
with the terms of this letter, in the offer document to be issued in connection
with any recommended offer effected by means of a takeover offer in accordance
with 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 to
give the acknowledgments, representations, warranties and undertakings
contained in this letter.


 


3.                                       We confirm that you are entitled to rely upon
this letter.  Other than Clifford Chance
LLP, who may rely upon this letter solely in order to provide you with advice
in connection with the giving of the Cash Confirmation, no other person may
rely upon this letter. You may deliver a copy of this letter to your
professional advisers and to any relevant regulatory authority. This letter may
be disclosed in connection with any dispute or proceedings in relation to the
Offer.


 


Sources of funds


 


4.                                       If the Offer is effected by means of the
Scheme and if the Scheme becomes effective, the aggregate cash consideration
payable to Lastminute.com shareholders under the terms of the Scheme will be
the amount £585,100,000 and €103,000,000. 
This amount is to be funded from Sabre’s existing cash resources and
from the proceeds of Borrowings under the Credit Agreement referred to in
sub-paragraph 5(b) below, which are to be made available (directly or
indirectly) to TEL.  To the extent such
funds are denominated in US dollars, Sabre has entered into the Currency Option
Agreements referred to in sub-paragraph 5(c) below to appropriately limit
its foreign currency exposure.


 


5.                                      We refer to:


 


(a)                                  the amount of $450 million in cash and
marketable securities (the “Agreed Amount”)
which, in accordance with sub-paragraph 9(g), will be deposited in a separate
account (the “Account”) maintained with American
Beacon Advisors on behalf of Sabre or TEL. Evidence of such deposit or of the
arrangements


 





















 


made
for such deposits to be made on the date of the Announcement is contained in
Annexure B;


 


(b)                                 the $800,000,000 million credit agreement
dated on or about the date of this letter between Sabre (as Borrower), Morgan
Stanley Senior Funding, Inc (as Administrative Agent and Syndication Agent) and
others, 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 this
letter and a reference to a “Section” is to
a 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 this
letter between Sabre (as Buyer) and one of the Lenders or one of their
respective Affiliates (as Seller) pursuant to which Sabre has purchased an
option to purchase Sterling and an option to purchase Euros on the terms
described in the term sheets set out in Annexure D (the “Currency Option
Agreements”).


 


Representations
and warranties


 


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


 


(a)                                  Sabre has the right, power and authority, and
has taken all action necessary, including obtaining all necessary corporate
authority (evidence of which is set out in Annexure E), (i) to establish
the Account and to deposit the Agreed Amount in the Account and (ii) to
execute, deliver and exercise its rights, and perform its obligations, under
the Credit Agreement, the Currency Option Agreements and this letter, each of
which 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 taken
all action necessary, including obtaining all necessary corporate authority
(evidence of which is set out in Annexure F), to (i) approve and implement
the Offer on the terms set out in the Announcement and (ii) to execute,
deliver and exercise its rights, and to perform its obligations, under this
letter agreement, which has been validly executed by or on behalf of TEL;


 


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


 





















 


paying
the Consideration in accordance with the terms of the Offer and the
requirements of the Code;


 


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


 


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


 


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


 


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


 


(h)                                 so far as Sabre is aware, having made all
reasonable enquiries, nothing has occurred which would prevent Sabre having
access to and advancing the funds comprising the Agreed Amounts and the
Relevant Cash Deposits to TEL in accordance with the undertakings given in this
letter;


 


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


 


(j)                                     save for the documents and agreements
contained in the Annexures to this letter (the “Finance
Documents”), each of which is in full force and effect, and any
other document, agreement, arrangement or understanding listed in Annexure F
and the Existing Facility, there are no documents, agreements, arrangements or
understandings in relation to any aspect of the financing of the Offer to which
any of Sabre, TEL or any of their respective Affiliates is a party and which
will or would reasonably be expected to affect Morgan Stanley’s decision to
give the Cash Confirmation;


 





















 


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


 


(l)                                     neither Sabre nor TEL nor any of their
respective Affiliates is party to any agreement, arrangement or understanding
which modifies, varies or amends any Finance Document in a manner which would
prevent or delay (i) compliance with any of their respective obligations
under this letter in any material respect; or (ii) the funds made
available under the Finance Documents from being applied to pay the
Consideration in accordance with the terms of the Offer and the requirements of
the Code;


 


(m)                               so far as each of them is aware, having made
all reasonable inquiry, neither TEL nor Sabre is in default under any
obligation, agreement or commitment where such default will or would reasonably
be expected to prejudice or adversely affect TEL’s ability to pay the
Consideration in accordance with the terms of the Offer and the requirements of
the Code;


 


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


 


(o)                                 in relation to the Existing Facility:


 


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


 


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


 


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


 


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


 





















 


representations
and warranties incorrect, inaccurate or misleading (or provide an appropriate
written negative confirmation).


 


Primary undertakings


 


9.                                       Sabre undertakes to Morgan Stanley that:


 


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


 


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


 


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


 


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


 


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


 





















 


maintained
by Sabre and its Subsidiaries will be increased by the amount corresponding to
any amounts then outstanding under the Existing Facility); and


 


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


 


(g)                                 it will deposit the Agreed Amount in the
Account in accordance with the arrangements described in Annexure B and enter
into the Currency Option Agreements, in each case no later than 17.00 (London
time) on the date of this letter and promptly thereafter provide Morgan Stanley
with 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 Morgan
Stanley (which, if alternative source(s) of finance satisfactory to Morgan
Stanley (acting reasonably) to pay the Consideration are available, shall not
be unreasonably withheld or delayed), all of the funds provided to it by Sabre
in accordance with paragraph 9 to pay the Consideration will be used by it solely
to pay the Consideration until such time as the Consideration is paid in full;
and


 


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


 


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


 


Further
undertakings


 


11.                                Sabre undertakes to Morgan Stanley that:


 


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


 


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


 


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


 


(i)                                     it will procure that the certificate referred
to 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 have
been satisfied;


 





















 


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


 


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


 


(iv)                              so far as it is within its power to do so, it
will procure that the representations and warranties set forth in Sections
5.01, 5.02, 5.03, 5.06, 5.07 and 5.12 shall be true and correct on and as of
the date of the Acquisition Loan in relation to itself and, to the extent
applicable, TEL;


 


(v)                                 so long as the matters deemed to be confirmed
or represented and warranted by the Loan Notice can then be confirmed or
represented and warranted (as the case may be), Sabre will procure that the
Administrative Agent shall have received a Loan Notice specifying a Borrowing
in the amount which, when taken together with the Relevant Cash Deposits and
after taking into account the Currency Option Agreements, is sufficient to pay
all of the Consideration in accordance with the requirements of the Credit
Agreement and that such Loan Notice identifies the location and account number
of the Settlement Account; and


 


(vi)                              it will provide copies of any notice or
certificate delivered or received by it under the Credit Agreement (including
the 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) after
giving or receiving (as the case may be) such notice or certificate;


 


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


 


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


 


(f)                                    without Morgan Stanley’s prior written
consent, it will not enter into any agreement, arrangement or understanding which
conflicts with any of the


 





















 


undertakings
given in this letter provided that if such agreement, arrangement or
understanding would not result in a breach of the undertaking in sub-paragraph
11(i) below, then Morgan Stanley shall not reasonably withhold or delay
such consent;


 


(g)                                 it will not terminate or waive, vary or amend
the terms of the Credit Agreement or the Currency Option Agreements or agree to
do any of the foregoing provided that if such waiver, variation or amendment
would 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 Morgan
Stanley (which, if alternative source(s) of finance satisfactory to Morgan
Stanley to pay the Consideration are available, shall not be unreasonably
withheld or delayed), it will not do anything and will not enter into any
agreement, arrangement or understanding which would prevent or restrict the
funds made available under the Finance Documents from being applied to pay the
Consideration in accordance with the terms of the Offer and the requirements of
the Code;


 


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


 


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


 


(k)                                  in relation to the Existing Facility:


 


(i)                                     Sabre will seek a waiver from Bank of
America, N.A. in respect of the breach of the Existing Facility described in
sub-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 the
Existing Facility, no Event of Default (as that term is defined in the Existing
Facility) occurs as a result of the borrowing of the Acquisition Loan under the
Credit 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, it
will procure that no event occurs which constitutes or which will or which
would reasonably be expected to constitute a Major Default;


 


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


 





















 


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


 


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


 


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


 


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


 


Further
assurances


 


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


 





















 


The Offer Document and the Offer


 


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


 


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


 


(b)                                 would not increase the consideration payable
under the Offer,


 


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


 


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


 


General


 


16.                                 A reference in this letter to:


 


(a)                                  “the terms of the Offer” means the terms of
the 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 for
Lastminute.com effected by means of a recommended takeover in accordance with
clause 3.7 or clause 3.8 of the Implementation Agreement.


 


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


 


18.                                 This letter is intended to be legally binding
and its terms shall be governed by and construed in accordance with English
law. The parties hereby irrevocably submit to the jurisdiction of the English
Courts.


 





















 


19.                                 Sabre shall at all times retain an agent for
service of process in England and any other documents in proceedings in
connection with this letter. Sabre hereby appoints TEL whose registered office
is currently at 25-29 Staines Road, Hounslow, Middlesex TW3 3HE, United Kingdom
(Attention: Vice President Legal Services) as its agent and hereby irrevocably
agrees that any notice of legal process shall be sufficiently served on it if delivered
to 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 any
number of counterparts, each of which when executed and delivered is an
original and all of which together evidence the same agreement.


 


Please
indicate your agreement to the terms set out above by signing the enclosed copy
of this letter and returning it to Sabre at the address referred to in
paragraph 19.


 


Yours
faithfully,


 


	
   

  
	
  /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

  



 





















 


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)