INDENTURE, dated as of March 19, 2024, among Sabre GLBL Inc., as issuer (the
Company), Sabre Corporation, as guarantor (Parent), Sabre Holdings Corp., as guarantor (Intermediate Holdco, and together with Parent, the Guarantors) and U.S. Bank Trust
Company, National Association, as trustee (the Trustee).
Each party to this Indenture (as defined below) agrees as
follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Companys 7.32% Exchangeable Senior Notes due 2026 (the Notes).
Article 1. DEFINITIONS; RULES OF CONSTRUCTION
Section 1.01. DEFINITIONS.
Additional Interest means any interest that accrues on any Note pursuant to Section 3.04.
Affiliate has the meaning set forth in Rule 144 as in effect on the Issue Date.
Authorized Denomination means, with respect to a Note, a principal amount thereof equal to $1,000 or any integral multiple
of $1,000 in excess thereof.
Bankruptcy Law means Title 11, United States Code, or any similar U.S. federal or state
or non-U.S. law for the relief of debtors.
Bid Solicitation Agent means the
Person who is required to obtain bids for the Trading Price in accordance with Section 5.01(C)(i)(2) and the definition of Trading Price. The initial Bid Solicitation Agent on the Issue Date will be the Company;
provided, however, that the Company may appoint any other Person (including any of the Companys Subsidiaries) to be the Bid Solicitation Agent at any time after the Issue Date without prior notice.
Board of Directors means the board of directors of the Company or a committee of such board duly authorized to act on
behalf of such board.
Business Day means any day other than a Saturday, a Sunday or any day on which the Federal
Reserve Bank of New York is authorized or required by law or executive order to close or be closed.
Capital Stock of
any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible
into such equity.
Close of Business means 5:00 p.m., New York City time.
Common Stock means the common stock, $0.01 par value per share, of Parent, subject to
Section 5.09.
Company means the Person named as such in the first paragraph of this
Indenture and, subject to Article 6, its successors and assigns.
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