Sabre Corporation Common Stock, Par Value $0.01 per Share Underwriting AgreementUnderwriting Agreement • March 31st, 2014 • Sabre Corp • Services-computer programming, data processing, etc. • New York
Sabre Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Morgan Stanley & Co. LLC, Goldman, Sachs & Co., Merrill, Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. are acting as representatives (in such capacity, the “Representatives”) an aggregate of [ ] shares of common stock, par value $0.01 per share (“Stock”) of the Company and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares of Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of [ ] additional shares of Stock to be sold by the Company at the election of the Underwriters is herein called the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2014 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (the “Agreement”), dated as of , 2014, is made by and between Sabre Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG SABRE CORPORATION, TPG PARTNERS IV, L.P., TPG PARTNERS V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., SILVER LAKE PARTNERS II, L.P., SILVER LAKE TECHNOLOGY INVESTORS II, L.P. AND...Registration Rights Agreement • March 31st, 2014 • Sabre Corp • Services-computer programming, data processing, etc. • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [—], 2014, by and among Sabre Corporation, a Delaware corporation (“Sabre”), (together with its successors, the “Company”), TPG Partners IV, L.P. (“TPG IV”), TPG Partners V, L.P. (“TPG V”), TPG FOF V-A, L.P. (“TPG FOF A”), TPG FOF V-B, L.P. (“TPG FOF B” and together with TPG V, TPG IV and TPG FOF A, “TPG”), Silver Lake Partners II, L.P. (“Silver Lake II”), Silver Lake Technology Investors II, L.P. (“Silver Lake Tech” and together with Silver Lake II, “Silver Lake”), Sovereign Co-Invest, LLC (“Sovereign Co-Invest”) and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.06. This Agreement amends and restates in its entirety the Registration Rights Agreement by and among TPG, Silver Lake, Sovereign Co-Invest and Sabre (f/k/a Sovereign Holdings, Inc.), dated as of March 30, 2007 (the “Existing Registration
ContractPledge and Security Agreement • March 31st, 2014 • Sabre Corp • Services-computer programming, data processing, etc.
SUPPLEMENT NO. 1 dated as of December 31, 2012 (this “Supplement”), to the Pledge and Security Agreement dated as of May 9, 2012 among SABRE HOLDINGS CORPORATION (“Holdings”), SABRE INC. (the “Company”), the Subsidiary Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties.
