EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 
 AMENDMENT NO.
4 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 12, 2021 (this “Amendment”), among Sabre GLBL Inc., a Delaware corporation (the “Borrower”), Sabre Holdings Corporation, a Delaware corporation
(“Holdings”), the Lenders party hereto and Bank of America, N.A., administrative agent (the “Administrative Agent”). 

WHEREAS, the Borrower, Holdings, the Lenders and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement
dated as of February 19, 2013 (as amended, amended and restated, modified and/or supplemented through and including the date hereof, the “Credit Agreement”), pursuant to which the Lenders have extended credit to the Borrower;

 WHEREAS, pursuant to Section 11.01 of the Credit Agreement, the Borrower, the Required Pro Rata Lenders and the Administrative Agent
may from time to time amend or waive the terms and provisions (and related definitions) of Article VIII of the Credit Agreement relating to the Financial Performance Covenant; 

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. Defined Terms.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
 SECTION 2.
Amendments to Credit Agreement. (a) Article VIII of the Credit Agreement is hereby amended and restated in its entirety as follows: 

ARTICLE VIII 

Financial Performance Covenant 

SECTION 8.01 Financial Performance Covenant. The Borrower shall be in compliance with the financial reporting obligations in
Section 6.01. 
 SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this
Amendment, each Loan Party represents and warrants to each of the Lenders party hereto and the Administrative Agent that: 
 (a) the
representations and warranties of the Borrower and each of the other Loan Parties set forth in Article V of the Credit Agreement, immediately before and after giving effect to this Amendment and the transactions contemplated hereby, are true
and correct in all material respects on and as of the Amendment No. 4 Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material
respects as of such earlier date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any
qualification therein) in all respects on such respective dates; and 












 (b) no Default or Event of Default shall have occurred and be continuing as of the Amendment
No. 4 Effective Date, after giving effect to this Amendment and the transactions contemplated hereby. 
 SECTION 4.
Effectiveness. This Amendment shall become effective as of the date (the “Amendment No. 4 Effective Date”) on which each of the following conditions shall have been satisfied: 

(a) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures
of (i) Holdings, (ii) the Borrower, (iii) the Administrative Agent and (iv) the Required Pro Rata Lenders; 
 (b) the
Administrative Agent shall have received such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of
this Amendment and amendment of the Credit Agreement and the other transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent; 

(c) the Administrative Agent shall have received payment of all fees and other amounts previously agreed in writing by the Borrower to be due
and payable on or prior to the Amendment No. 4 Effective Date and, to the extent invoiced at least two Business Days prior to the Amendment No. 4 Effective Date (except as otherwise reasonably agreed by the Borrower), reimbursement or
payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document,
including the reasonable fees, charges and disbursements of counsel for the Administrative Agent; and 
 (d) The Administrative Agent shall
notify the Borrower and the Lenders of the Amendment No. 4 Effective Date, and such notice shall be conclusive and binding. 
 SECTION
5. Covenant. Within one (1) Business Day of the Amendment No. 4 Effective Date, (i) the Borrower shall have prepaid in full all Revolving Credit Loans then outstanding using the proceeds of the Other Term Loans
incurred in accordance with Section 2.15 of the Credit Agreement and (ii) all of the Revolving Credit Commitments shall have been terminated pursuant to Section 2.06(a) or 2.06(d), as applicable, of the Credit Agreement. Failure to
perform or observe the covenant set forth in this Section 5 shall constitute an Event of Default. 
 SECTION 6. Reference to
Agreement. From and after the Amendment No. 4 Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar
import, as used in the Credit Agreement, shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Credit Agreement
as amended hereby and as may be further amended, supplemented or otherwise modified from time to time. 
 SECTION 7.
Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument. Except to the extent applicable law would prohibit the same, make the same unenforceable or affirmatively 

  
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requires a manually executed counterpart signature, the delivery of an executed counterpart of a signature page of this Amendment by fax, emailed .pdf or any other electronic means approved by
the Administrative Agent in writing (which may be via email) that reproduces an image of the actual executed signature page shall be as effective as the delivery of a manually executed counterpart of this Amendment. In furtherance of the foregoing,
the words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be
deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act. As used herein, “Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and
adopted by a person with the intent to sign, authenticate or accept such contract or other record. Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be
taken into consideration in interpreting, this Amendment. The Administrative Agent may also require that any such documents and signatures delivered by telecopy or other electronic image scan transmission be confirmed by a manually signed original
thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopy or other electronic image scan transmission. 

SECTION 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK. 
 SECTION 9. Jurisdiction. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK SITTING IN NEW YORK CITY (IN THE BOROUGH OF MANHATTAN) OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, THE BORROWER, HOLDINGS, EACH OTHER LOAN PARTY, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES NOT TO COMMENCE ANY SUCH LEGAL ACTION OR PROCEEDING IN ANY OTHER JURISDICTION, TO THE EXTENT PERMITTED
BY APPLICABLE LAW. THE BORROWER, HOLDINGS, EACH OTHER LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR OTHER DOCUMENT RELATED THERETO. 

  
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 SECTION 10. Headings. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof. 
 SECTION 11. No Novation. This
Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens
and security interests existing immediately prior to the Amendment No. 4 Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full
force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments
guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby or
thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in
all respects continuing with only the terms being modified as provided in this Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall
constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor
to any future amendment to the Credit Agreement. 
 SECTION 12. Notices. All communications and notices hereunder shall be
given as provided in the Credit Agreement. 
 SECTION 13. Severability. If any provision of this Amendment is held to be
illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 SECTION 14. Successors.
The terms of this Amendment shall be binding upon, and shall inure for the benefit of, the parties hereto and their respective successors and assigns. 

SECTION 15. No Waiver. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrower to receive a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan
Document in similar or different circumstances. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their duly authorized officers, all as of the date and year first above written. 
  

			
	SABRE GLBL INC.,
		
	By	 	/s/ Brian Evans
		 	Name: Brian Evans
		 	Title: Treasurer
	
	SABRE HOLDINGS CORPORATION,
		
	By	 	/s/ Brian Evans
		 	Name: Brian Evans
		 	Title: Treasurer



  
 [Signature Page to
Sabre—Amendment No. 4 (2Q21)] 













 
			
	 BANK OF AMERICA, N.A., as Administrative Agent

		
	By:	 	/s/ Maurice Washington
		 	Name: Maurice Washington
		 	Title: Vice President
		
	By:	 	 
		 	Name:
		 	Title:
	
	 BANK OF AMERICA, N.A., as a Lender

		
	By:	 	/s/ Jason Auguste
		 	Name: Jason Auguste
		 	Title: Vice President
		
	By:	 	 
		 	Name:
		 	Title:



  
 [Signature Page to
Sabre—Amendment No. 4 (2Q21)] 













 
			
	Deutsche Bank AG New York Branch, as a Lender
		
	By	 	/s/ Philip Tancorra
		 	Name: Philip Tancorra
		 	 Title: Vice President

          philip.tancorra@db.com

          
212-250-6576

		
	By	 	/s/ Michael Strobel
		 	Name: Michael Strobel
		 	 Title: Vice President
           Michael-p.strobel@db.com
           212-250-0939




  
 [Signature Page to
Sabre—Amendment No. 4 (2Q21)] 













 
			
	Goldman Sachs Bank USA, as a Lender
		
	    By	 	
		 	/s/ Dan Martis
		 	Name: Dan Martis
		 	Title: Authorized Signatory


 [Signature Page to Sabre—Amendment No. 4 (2Q21)] 












 
			
	MIZUHO BANK, LTD. , as a Lender
		
	    By	 	
		 	/s/ John Davies
		 	Name: John Davies
		 	Title: Authorized Signatory


 [Signature Page to Sabre—Amendment No. 4 (2Q21)] 












 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	    By	 	
		 	/s/ Lacy Houstoun
		 	Name: Lacy Houstoun
		 	Title: Managing Director


 [Signature Page to Sabre—Amendment No. 4 (2Q21)] 












  

			
	CITIBANK, N.A., as a Lender
		
	    By	 	
		 	/s/ Javier Escobar
		 	Name: Javier Escobar
		 	Title: Director & Vice President


 [Signature Page to Sabre—Amendment No. 4 (2Q21)] 












  

			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	    By	 	
		 	/s/ Matthew Cheung
		 	Name: Matthew Cheung
		 	Title: Vice President


 [Signature Page to Sabre—Amendment No. 4 (2Q21)] 












 
			
	Morgan Stanley Bank, N.A., as a Lender
		
	    By	 	
		 	/s/ Jack Kuhns
		 	Name: Jack Kuhns
		 	Title: Vice President


 [Signature Page to Sabre—Amendment No. 4 (2Q21)] 












 
			
	MUFG BANK, LTD., as a Lender
		
	    By	 	
		 	/s/ Matthew Antioco
		 	Name: Matthew Antioco
		 	Title: Director


 [Signature Page to Sabre—Amendment No. 4 (2Q21)] 












 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	    By	 	
		 	/s/ R. Ruining Nguyen
		 	Name: R. Ruining Nguyen
		 	Title: Senior Vice President


 [Signature Page to Sabre—Amendment No. 4 (2Q21)]