Exhibit (a)(1)(M)
Cendant Corporation, 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
September 23, 2001
BY FACSIMILE
Cheap Tickets, Inc.
0000 Xxxxxxxxx Xxxx.
Xxxxxxxx, Xxxxxx 00000
Attention: Xxx X. Xxxxxxxx
President & CEO
Dear Xxx:
Reference is made to the Agreement and Plan of Merger (the "Agreement"),
dated August 13, 2001, by and among Cendant Corporation ("Parent"), Diamondhead
Acquisition Corporation (the "Purchaser") and Cheap Tickets, Inc. (the
"Company"). Capitalized terms which are used in this letter but which are not
defined in this letter shall have the meanings ascribed to such terms in the
Agreement.
Parent and Purchaser hereby exercise their rights to extend the Offer for a
period of ten (10) business days in accordance with Section 1.1(z) of the
Agreement, and hereby waive all of the Offer Conditions except for the
conditions set forth in paragraphs (a) and (b)of Annex I to the Agreement, and
for the condition set forth in paragraph (d)(ii)(A) of Annex I to the Agreement
as to the accuracy of the representations and warranties set forth in Section
3.3 of the Agreement (as qualified by the introductory paragraph of Section 3.3
of the Company Disclosure Schedule, which qualification, together with the cure
rights granted to Xxxxxxx Xxxxxxx therein, shall continue to apply at the
Expiration Date) to the effect that as of August 13, 2001 there were outstanding
only the following shares of Common Stock or rights to acquire Common Stock:(a)
23,299,413 Shares of Common Stock (which amount is net of treasury shares), (b)
2,655,698 Company Stock Options (including 3000 Company Stock
Options later disclosed to Parent and Purchaser) and (c) a warrant to acquire
1,626,426 shares of Common Stock. We request your acknowledgement below.
Sincerely,
/s/ Xxxxxx X. Xxxx
------------------
Xxxxxx X. Xxxx
Senior Executive Vice President
& Chief Strategic Officer
Acknowledged:
By: /s/ Xxx X. Xxxxxxxx
--------------------
Xxx X. Xxxxxxxx
President and CEO
cc: Xxxxx Xxxxxx, Esq. Xxxxxx X. Xxxx, Esq.
Xxxxxxxx & Xxxxxxxx, LLP Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
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