SABRE INC. AND EACH OF THE GUARANTORS PARTY HERETO 8.500% SENIOR SECURED NOTES DUE 2019 INDENTURE Dated as of May 9, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee and Collateral AgentIndenture • January 21st, 2014 • Sabre Corp • New York
INDENTURE dated as of May 9, 2012 among Sabre Inc., a Delaware corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee and collateral agent.
LOAN AGREEMENT Dated as of March 29, 2007 Between SABRE HEADQUARTERS, LLC, as Borrower and JPMORGAN CHASE BANK, N.A., as LenderLoan Agreement • January 21st, 2014 • Sabre Corp
THIS LOAN AGREEMENT, dated as of March 29, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having its principal place of business at 270 Park Avenue, New York, New York 10017 (“Lender”) and SABRE HEADQUARTERS, LLC, a Delaware limited liability company, having its principal place of business at 3150 Sabre Drive, Southlake, Texas 76092 (“Borrower”).
March 5, 2013Employment Agreement • January 21st, 2014 • Sabre Corp • Texas
This agreement (“Agreement”) will confirm our mutual understanding with respect to your employment by Sabre Inc. (“Sabre”), effective as of March 11, 2013 (the “Effective Time”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of February 19, 2013 among SABRE INC., as the Borrower SABRE HOLDINGS CORPORATION, as Holdings CERTAIN SUBSIDIARIES OF SABRE INC. IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as...Pledge and Security Agreement • January 21st, 2014 • Sabre Corp • New York
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of February 19, 2013, among SABRE HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SABRE INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto and BANK OF AMERICA, N.A., as administrative agent for the Secured Parties (as defined below).
STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)Stock Option Grant Agreement • January 21st, 2014 • Sabre Corp • Delaware
WHEREAS, the Company has adopted and maintains the Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company;
PLEDGE AND SECURITY AGREEMENT dated as of May 9, 2012 among SABRE INC., as the Company SABRE HOLDINGS CORPORATION, as Holdings THE SUBSIDIARY GUARANTORS AS IDENTIFIED IN THE INDENTURE and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral AgentPledge and Security Agreement • January 21st, 2014 • Sabre Corp • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of May 9, 2012, among SABRE HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SABRE INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties (as defined below).
STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)Stock Option Grant Agreement • January 21st, 2014 • Sabre Corp • Delaware
WHEREAS, the Company has adopted and maintains the Sovereign Holdings, Inc. Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company;
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • January 21st, 2014 • Sabre Corp
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 31, 2012, among TVL Common, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Sabre Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST-LIEN INTERCREDITOR AGREEMENT dated as of May 9, 2012 among SABRE INC., SABRE HOLDINGS CORPORATION, the other Grantors party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Credit Agreement Administrative Agent for the Credit Agreement Secured...First-Lien Intercreditor Agreement • January 21st, 2014 • Sabre Corp • New York
FIRST-LIEN INTERCREDITOR AGREEMENT, dated as of May 9, 2012 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among SABRE HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SABRE INC., a Delaware corporation (the “Company”), the other Grantors (as defined below) from time to time party hereto, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent and collateral agent for itself and on behalf of the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Agreement Administrative Agent”), DBNY, as Authorized Representative for itself and on behalf of the Credit Agreement Secured Parties (as each such term is defined below), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Initial Additional First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in such ca
January 9, 2013 Re: Revision to Amendment No. 3 of Employment AgreementEmployment Agreement • January 21st, 2014 • Sabre Corp
This letter agreement will confirm that paragraph 7 of Amendment No. 3 (dated June 30, 2012) to your employment agreement is hereby amended by mutual agreement to change the number of stock options awarded to you from 500,000 to 434,675. This change will be effective immediately. The remaining terms of paragraph 7 (e.g., vesting, etc.) remain unchanged and in full force and effect.
AMENDED AND RESTATED GUARANTY dated as of February 19, 2013 among SABRE HOLDINGS CORPORATION, as Holdings CERTAIN SUBSIDIARIES OF SABRE INC. IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentGuaranty • January 21st, 2014 • Sabre Corp • New York
AMENDED AND RESTATED GUARANTY dated as of February 19, 2013, among SABRE HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), certain Subsidiaries of SABRE INC. from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent (as defined below).
August 14, 2013Employment Agreement • January 21st, 2014 • Sabre Corp • Texas
This employment agreement (“Agreement”) will confirm our mutual understanding with respect to your employment by Sabre Holdings Corporation (“Sabre Holdings Corp.”), Sabre Inc. (“Sabre”) and Sovereign Holdings, Inc. (“Holdings”, and collectively with Sabre and Sabre Holdings Corp., the “Company”), effective as of August 15, 2013 (the “Effective Date”).
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • January 21st, 2014 • Sabre Corp • Delaware
WHEREAS, the Company has adopted and maintains the Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees, directors and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company;
AMENDMENT NO. 3Employment Agreement • January 21st, 2014 • Sabre Corp
This Amendment No. 3 dated June 30, 2012 (“Amendment”) to the agreement dated as of June 11, 2007 between the Company and Michael S. Gilliland (as amended, the “Agreement”) amends the Agreement in the manner set forth. As may be required for the sake of consistency, this Amendment supersedes any specific provisions of Amendment No. 2 dated as of June 26, 2009.
Mr. Michael S. Gilliland C/O Sabre Inc. Southlake, Texas 76092 Dear Sam:Employment Agreement • January 21st, 2014 • Sabre Corp • Texas
This agreement (“Agreement”) will confirm our mutual understanding with respect to your continued employment by Sabre Inc. (“Sabre”), effective as of the Effective Time (as defined in the Agreement and Plan of Merger (the “Merger Agreement”), by and among Sovereign Holdings, Inc. (“Sovereign”), Sovereign Merger Sub, Inc. and Sabre Holdings Corporation (“Sabre Holdings”), dated as of December 12, 2006).
AMENDMENT NO. 1Amendment No. 1 • January 21st, 2014 • Sabre Corp
This Amendment No. 1 dated December 31, 2008 (“Amendment”) to the agreement dated as of June 11, 2007 between the Company and Michael S. Gilliland (the “Agreement”) amends the Agreement effective January 1, 2009, to comply with the requirements of Internal Revenue Code Section 409A. In consideration of the mutual covenants contained herein, the parties hereto agree as follows:
AMENDMENT NO. 2Amendment No. 2 • January 21st, 2014 • Sabre Corp
This Amendment No. 2 dated June 26, 2009 (“Amendment”) to the agreement dated as of June 11, 2007 between the Company and Michael S. Gilliland (the “Agreement”) amends the Agreement in the manner set for the below as of April 1, 2009. The purpose of the Amendment is to provide for an orderly and aligned transition plan between Company and Executive. In consideration of the mutual covenants contained herein, the parties hereto agree as follows:
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • January 21st, 2014 • Sabre Corp • Delaware
THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made as of this 25th day of April, 2011 by between Sovereign Holdings, Inc. (the “Company”) and Carl Sparks (the “Grantee”).
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • January 21st, 2014 • Sabre Corp • Delaware
WHEREAS, the Company has adopted and maintains the Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company;
AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 19, 2013 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of March 30, 2007 (as amended and restated as of February 28, 2012, and as further amended as of February 28,...Amendment and Restatement Agreement • January 21st, 2014 • Sabre Corp • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is effective as of February 19, 2013, among SABRE INC., a Delaware corporation (the “Borrower”), SABRE HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, DEUTSCHE BANK AG NEW YORK BRANCH, as an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
ContractIncremental Term Facility Amendment • January 21st, 2014 • Sabre Corp • New York
FIRST INCREMENTAL TERM FACILITY AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2013 (this “Incremental Term Facility Amendment”), among Sabre Inc., a Delaware corporation (the “Borrower”), Sabre Holdings Corporation, a Delaware corporation (“Holdings”), each of the other Loan Parties, Bank of America, N.A. (“BANA”), as the incremental term lender (the “Incremental Term Lender”) and BANA, as administrative agent (the “Administrative Agent”).
STOCK APPRECIATION RIGHT GRANT AGREEMENTStock Appreciation Right Grant Agreement • January 21st, 2014 • Sabre Corp • Delaware
THIS AGREEMENT, made as of this 15th day of May 2012 by and among Sovereign Holdings, Inc. (“Sovereign”) and Carl Sparks (the “Participant”).
TRAVELOCITY.COM LLC STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • January 21st, 2014 • Sabre Corp • Delaware
THIS AGREEMENT, made as of this <DATE> by and among Sovereign Holdings, Inc. (“Sovereign”), Travelocity.com LLC (the “Company”), and <NAME> (the “Participant”).
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • January 21st, 2014 • Sabre Corp • Delaware
THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”) is made as of this 1st day of November 2012 by and between Sovereign Holdings, Inc. (the “Company”) and Carl Sparks (the “Grantee”).
April 12, 2013Employment Agreement • January 21st, 2014 • Sabre Corp
As we discussed, your employment with Sabre Holdings (the “Company”) will terminate on or about June 30, 2013. You will receive all benefits to which you are entitled under your Employment Agreement dated July 31, 2009 (the “Agreement”), including relevant severance payments as discussed in Section 7(a) of the Agreement and described on the attached Schedule A. Schedule A sets forth a calculation of monthly severance payments, lump sum accrued but unused vacation payment confirmation, and confirmation of the monthly amount, reimbursement policy for medical benefits as provided for in the Agreement. Additionally, in connection with the termination and subject to the terms set out in this letter agreement, the Board, given your unique circumstances, wishes to exercise its discretion under the Sovereign Holdings, Inc. Management Equity Incentive Plan (the “Plan”) to extend the period during which the stock options granted thereunder (the “Options”) which have vested as of the date of your
STOCK APPRECIATION RIGHT GRANT AGREEMENTStock Appreciation Right Grant Agreement • January 21st, 2014 • Sabre Corp • Delaware
THIS AGREEMENT, made as of this day of 2012 by and among Sovereign Holdings, Inc. (“Sovereign”), Travelocity Holdings, Inc. (“THI”), Travelocity.com LLC (“T.com”) and (the “Participant”).
