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EXHIBIT 2.2
SABRE INC.
0000 XXXX XXXXXX XXXX.
XX. XXXXX, XXXXX 00000
January 24, 2000
Xxxxxxxxxxx X. Xxxxxxx
President
Preview Travel, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxxxx:
We refer to the Agreement and Plan of Merger, dated as of October 3, 1999
(the "Merger Agreement"), by and among Sabre Inc., a Delaware corporation,
Travelocity Holdings, Inc., a Delaware corporation, Xxxxxxxxxxx.xxx Inc., a
Delaware corporation, and Preview Travel, Inc., a Delaware corporation. Terms
used but not otherwise defined in this letter are used as defined in the Merger
Agreement.
The Parties hereby agree to amend the Merger Agreement as follows:
1. Section 2.3(b) of the Merger Agreement shall be deleted and replaced
in its entirety with the following:
(b) At the Effective Time, each outstanding employee, director or
consultant option to purchase shares of Sabre Class A Common Stock $.01 par
value, (a "Sabre Stock Option") granted under Sabre's Stock Option Plans or
otherwise but not exceeding the amount set forth on Schedule 2.3(b),
whether vested or not vested, may be assumed by Xxxxxxxxxxx.xxx as provided
in this Section 2.3(b). As of and after the Effective Time (i) each Sabre
Stock Option then outstanding, with respect to which both Sabre and the
holder thereof have consented to such conversion, shall be converted into a
stock option to acquire the number (rounded down to the nearest whole
number) of shares of Xxxxxxxxxxx.xxx Common Stock determined by multiplying
(x) the number of shares of Sabre Class A Common Stock subject to such
Sabre Stock Option immediately prior to the Effective Time by (y) the
Option Exchange Ratio, and (ii) the exercise price per share of
Xxxxxxxxxxx.xxx Common Stock subject to any such converted Sabre Stock
Option shall be an amount (rounded down to the nearest one-hundredth of a
cent) equal to (x) the exercise price per share of Sabre Class A Common
Stock subject to the underlying Sabre Stock Option immediately prior to the
Effective
Time, divided by (y) the Option Exchange Ratio. Other than as provided
above, as of and after the Effective Time, each Xxxxxxxxxxx.xxx stock
option that had been a Sabre Stock Option immediately prior to the
Effective Time shall be subject to the same terms and conditions as in
effect immediately prior to the Effective Time. For purposes of this
Section 2.3(b), the "Option Exchange Ratio" shall equal (x) the average
closing price per share of the Sabre Class A Common Stock for the ten (10)
trading days ending on the trading day immediately prior to the Closing
Date, divided by (y) the average closing price per share of the Preview
Common Stock for the ten (10) trading days ending on the trading day
immediately prior to the Closing Date; provided, however, that if Sabre
Holdings Corporation, in connection with the payment of a cash dividend
with an ex-dividend date that occurs within such period of ten (10) trading
days, adjusts the number of Sabre Stock Options held by any person whose
Sabre Stock Options are assumed by Xxxxxxxxxxx.xxx pursuant to this Section
2.3(b), then for purposes of the calculation of the Option Exchange Ratio
with respect to such person, the closing price per share of the Sabre Class
A Common Stock on each trading day prior to such ex-dividend date shall be
reduced by the per share amount of such cash dividend.
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2. The current Exhibit 1.2(c)(i), Exhibit 1.2(c)(ii) and Exhibit 1.4(b)
to the Merger Agreement shall be deleted and replaced in their
entirety with Exhibit 1.2(c)(i), Exhibit 1.2(c)(ii) and Exhibit
1.4(b), copies of which are attached to this letter.
Except as specified in this letter, the Merger Agreement shall continue in
full force and effect. This letter may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This letter shall become
effective when each Party shall have received counterparts hereof signed by all
of the other Parties.
Kindly indicate your agreement to the foregoing by signing this letter in
the space indicated below and returning it to me.
Very truly yours,
SABRE INC.
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President,
Chief Financial Officer
TRAVELOCITY HOLDINGS, INC.
By: /s/ XXXXXXX X. XXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
XXXXXXXXXXX.XXX INC.
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President,
Chief Financial Officer,
and Director
PREVIEW TRAVEL, INC.
By:/s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Chairman and Founder
cc: Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Xxxxxxx Xxxxxx
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