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Exhibit 4.7
SABRE HOLDINGS CORPORATION
TO
SUNTRUST BANK,
AS TRUSTEE
________
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF AUGUST 7, 2001
________
$400,000,000 7.35% SENIOR NOTES DUE 2011
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SUPPLEMENTAL TO INDENTURE
DATED AS OF AUGUST 3, 2001 BETWEEN
SABRE HOLDINGS CORPORATION AND
SUNTRUST BANK, AS TRUSTEE
FIRST SUPPLEMENTAL INDENTURE dated as of August 7, 2001 between Sabre Holdings
Corporation, a Delaware corporation having its principal offices at 0000 Xxxx
Xxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxx 00000 (the "Issuer") and SunTrust Bank, as
Trustee (the "Trustee").
RECITALS
WHEREAS, the Issuer has executed and delivered its Indenture (the
"Original Indenture"), dated as of August 3, 2001, to the Trustee to issue from
time to time its debentures, notes, or other evidences of indebtedness
(collectively, the "Debt Securities");
WHEREAS, Article Nine of the Original Indenture provides that the
Issuer may enter into one or more supplemental indentures for the purpose of
issuing one or more series of its Debt Securities and establish the form and
terms and conditions thereof, and for other additional purposes;
WHEREAS, pursuant to this First Supplemental Indenture, the Issuer
intends to issue $400,000,000 aggregate principal amount of 7.35% Senior Notes
due 2011 (the "Notes") and establish the forms and the terms and conditions
thereof;
WHEREAS, the Board of Directors of the Issuer has approved the creation
of the 7 Notes 11 and the form, terms and conditions thereof; and
WHEREAS, the consent of the Holders to the execution and delivery of
this Supplemental Indenture is not required pursuant to Section 901 of the
Original Indenture, and all other actions required to be taken with respect to
this Supplemental Indenture have been taken.
NOW, THEREFORE, IT IS AGREED:
ARTICLE I:
DEFINITIONS
SECTION 1.1 TERMS DEFINED IN THE ORIGINAL INDENTURE
Capitalized terms used in this Supplemental Indenture and not otherwise
defined herein shall have the meanings ascribed to them in the Original
Indenture.
SECTION 1.2 DEFINITIONS
For the purposes of this supplemental indenture:
"DTC" means The Depository Trust Company.
"Indenture" means the Original Indenture as supplemented by this First
Supplemental Indenture.
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"Notes" means the $400,000,000 aggregate original principal amount of
the 7.35% Senior Notes due 2011 issued by the Issuer.
"Registered Global Security" means a single fully-registered global
security in book-entry form, without coupons, substantially in the form of
Exhibit A attached hereto.
ARTICLE II:
THE NOTES
SECTION 2.1 FORM OF THE NOTES
The Notes shall be substantially in the form of Exhibit A attached
hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by the Indenture. The Notes will be
represented by a single Registered Global Security, registered in the name of
Cede & Co., the nominee of DTC. So long as DTC or its nominee is the
registered owner of a Registered Global Security, DTC or its nominee, as the
case may be, will be considered the sole owner or holder of the Notes
represented by such Registered Global Security for all purposes under the
Indenture. Ownership of beneficial interests in the Registered Global Security
will be shown on, and transfers thereof will be effected only through, records
maintained by DTC (with respect to beneficial interests maintained by
participants) or by participants or persons that hold interests through
participants (with respect to beneficial interests of beneficial holders).
SECTION 2.2 TERMS AND CONDITIONS IN THE ORIGINAL INDENTURE
The Notes shall be governed by all the terms of the Original Indenture,
as supplemented by this First Supplemental Indenture.
SECTION 2.3 PAYMENT OF PRINCIPAL AND INTEREST
Principal and interest payments on the Notes represented by the
Registered Global Security will be made to DTC or its nominee, as the case may
be, as the registered owner of the Registered Global Security. All payments of
principal and interest in respect of the Notes will be made by the Issuer in
immediately available funds.
SECTION 2.4 OPTIONAL REDEMPTION
The Notes may be redeemed, in whole or in part, at any time and at the
option of the Issuer, at the Redemption Price specified in the form of the
Notes attached hereto as Exhibit A.
ARTICLE III:
THE TRUSTEE
SECTION 3.1 THE TRUSTEE
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The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this First Supplemental Indenture or
the due execution thereof by the Issuer. The recitals of fact contained herein
shall be taken as the statements solely of the Issuer, and the Trustee assumes
no responsibility for the correctness thereof.
ARTICLE IV:
MISCELLANEOUS PROVISIONS
SECTION 4.1 RATIFICATION
This Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture, and as supplemented as
modified hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Supplemental Indenture shall be
read, taken and construed as one and the same instrument.
SECTION 4.2 HEADINGS
The Article and Section headings herein are for convenience only and
shall not effect the construction hereof.
SECTION 4.3 SUCCESSORS AND ASSIGNS
All covenants and agreements in this Supplemental Indenture by the
Issuer shall bind its successors and assigns, whether so expressed or not.
SECTION 4.4 SEPARABILITY CLAUSE
In case any one or more of the provisions contained in this
Supplemental Indenture shall for any reason be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
SECTION 4.5 GOVERNING LAW
This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws. This Supplemental Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Supplemental Indenture and shall, to the extent applicable, be governed by such
provisions.
SECTION 4.6 COUNTERPARTS
This Supplemental Indenture may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.
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IN WITNESS THEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto fixed and attested, all as of the date first above written.
Sabre Holdings Corporation
By: /s/
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Name:
Title:
Attest:
/s/
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Name:
Title:
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SunTrust Bank, as Trustee
By: /s/
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Name:
Title:
Attest:
/s/
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Name:
Title:
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Exhibit A
REGISTERED U.S. $400,000,000
CUSIP NO.: 000000XX0
THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DTC") OR A NOMINEE OF
DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN DTC OR ITS NOMINEES ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE DTC,
TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SABRE HOLDINGS CORPORATION
7.35% SENIOR NOTES DUE 2011
Sabre Holdings Corporation, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Four Hundred Million United States Dollars (U.S. $400,000,000)
on August 1, 2011 (the "Maturity Date"), at the office or agency of the Company
referred to below, and to pay interest from August 7, 2001 or the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on February 1 and August 1 in each year, commencing February 1,
2002, at the rate of 7.35% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the January 17th or July 17th
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of
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such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture
Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in Atlanta, Georgia, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: August 7, 2001
SABRE HOLDINGS CORPORATION
as Issuer
By: /s/
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Name:
Title:
[Seal]
Attest: /s/
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Authorized Signatory
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TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
SUNTRUST BANK,
As Trustee
By: /s/
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Authorized Signatory
Dated: August 7, 2001
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This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued or to be issued in one or more
series under an indenture dated as of August 3, 2001 (herein called the
"Indenture") between the Company and SunTrust Bank, as trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, initially limited in aggregate principal amount
to $400,000,000.
The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days' notice by mail, such 30 or 60 days, as the case
may be, to be counted from the date notice is mailed, as a whole or in part, at
the election of the Company, at a Redemption Price equal to the greater of: (1)
100% of the principal amount of notes then outstanding, or (2) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest accrued as of
the Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (as defined below), plus 25 basis points, as calculated by an
Independent Investment Banker (as defined below); plus, in either of the above
cases, accrued and unpaid interest thereon to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular Record
Dates or Special Record Dates referred to on the face hereof, all as provided
in the Indenture.
For the purposes of calculating the Redemption Price as described above:
"Adjusted Treasury Rate" means, with respect to any Redemption Date:
o the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant
Maturities," for the maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month); or
o if such release (or any successor release) is not published during
the week preceding the calculation date or does not contain such yields, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a
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price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date.
The Adjusted Treasury Rate shall be calculated on the third business
day preceding the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the notes ("Remaining Life").
"Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.
"Reference Treasury Dealer" means:
o each of Banc of America Securities LLC, Xxxxxxx, Sachs & Co., Xxxxxx
Xxxxxxx & Co. Incorporated, Bear, Xxxxxxx & Co. Inc. and Xxxxxxx Xxxxx Xxxxxx
Inc. and their respective successors; provided that, if any of the foregoing
ceases to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company will substitute another Primary
Treasury Dealer; and
o any other Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at
5:00 p.m., New York City time, on the third business day preceding such
Redemption Date.
The Securities do not have the benefit of any sinking fund obligations.
In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security and/or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.
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If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
adversely affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be adversely affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 or integral multiples thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
No recourse shall be had for the payment of the principal of (or
premium, if any) or the interest on this Security, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer, director or employee, as such, past, present or future,
of the
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Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes (subject to Section 307 of the Indenture), whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture. The Indenture and
this Security shall be governed by and construed in accordance with the laws of
the State of New York without regard to the conflicts of laws principles
thereof.
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