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EXHIBIT 3
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("AGREEMENT") dated as of August 30,
2000, by and among SABRE INC., a corporation organized under the laws of
Delaware ("ASSIGNOR") and GETTHERE ACQUISITION CORP., a corporation organized
under the laws of Delaware and a newly formed, wholly owned subsidiary of SABRE
HOLDINGS CORPORATION ("ASSIGNEE").
WHEREAS, GetThere Inc. (the "COMPANY"), Sabre Holdings Corporation ("PARENT")
and its wholly owned subsidiary, Assignor, entered into a Merger Agreement,
dated as of August 28, 2000 (the "MERGER AGREEMENT"), which provides for a
merger between the Company and Assignor, with the Company as the surviving
entity; and
WHEREAS, in connection with the Merger Agreement, Parent and Assignor also
entered into Stockholder Agreements, dated August 28, 2000, with the parties
listed on Exhibit A hereto (the "STOCKHOLDER AGREEMENTS" and together with the
Merger Agreement, the "ASSIGNED AGREEMENTS"), which grants Assignor an option to
purchase all shares of common and preferred stock of the Company held by such
parties; and
WHEREAS, the rights and obligations of Assignor under the Assigned Agreements
are assignable to Assignee.
NOW, THEREFORE, in consideration of the foregoing recitals and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee agree as follows:
1. ASSIGNMENT OF OBLIGATIONS. Assignor hereby transfers and assigns to
Assignee all of Assignor's right, title and interest of whatever kind or
nature, whether contingent or absolute, under the Assigned Agreements.
2. ASSUMPTION OF OBLIGATIONS; AGREEMENT TO BE BOUND. Assignee hereby accepts
such transfer and assignment of all of Assignor's rights under the
Assigned Agreements. Assignee agrees to assume all of the Assignor's
rights and obligations with respect to the Assigned Agreements and agrees
to be bound by all of the terms and provisions of the Assigned Agreements.
Such assignment, however, shall not relieve Assignor of any of its
obligations under the Assigned Agreements.
3. FURTHER ASSURANCES. The parties hereto shall do and perform, or cause to
be done and performed, all such further acts and things and shall execute
and deliver, or cause to be executed and delivered, all such other
agreements, certificates, instruments and documents as the other party
hereto may reasonably request in order to carry out and accomplish the
purpose of this Agreement and all actions contemplated hereby.
4. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to constitute an original.
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5. WAIVER AND AMENDMENT. No term or provision of this Agreement may be
waived, amended, or modified without prior written approval.
6. EFFECTIVENESS. This Agreement shall be effective as of the date first
above written.
7. GOVERNING LAW. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of Delaware (without regard to the
conflicts of law principles thereof). The parties irrevocably submit to
the jurisdiction of the Federal Courts of the United States of America and
the state courts of the State of Delaware, in each case located in the
state of Delaware, solely in respect of the interpretation and enforcement
of the provisions of this Agreement and of the documents referred to in
this Agreement.
8. HEADINGS. Section headings contained herein are for convenience of
reference only and shall in no way affect the meaning or interpretation of
the terms hereof.
IN WITNESS WHEREOF, the undersigned have caused their duly authorized
officers to execute this Agreement on the date first above written.
ASSIGNOR:
SABRE INC.
By: /s/ Jeffery M. Jackson
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Name: Jeffery M. Jackson
Title: Chief Financial Officer
ASSIGNEE:
GETTHERE ACQUISITION CORP.
By: /s/ James E. Murphy
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Name: James E. Murphy
Title: Treasurer
