Exhibit 4.1


 





 


THIRD RESTATED

CERTIFICATE OF INCORPORATION

OF

SABRE HOLDINGS CORPORATION


 


The original Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware on June 25,
1996, under the name “TSG Corporation.”


 


The Second Restated Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
May 25, 2000, under the name “Sabre Holdings Corporation.”


 


This Third Restated Certificate of
Incorporation (“Certificate of Incorporation”) has been duly adopted in
accordance with the provisions of Sections 103, 222, 242 and 245 of the General
Corporation Law of the State of Delaware, and shall, as it may thereafter be
amended or supplemented in accordance with its terms and applicable law, be the
Certificate of Incorporation of the Corporation.


 


The text of the Second Restated Certificate
of Incorporation of the Corporation is hereby amended and restated to read in
its entirety as follows:


 


Article 1   Name


 


The name of the corporation (which is hereinafter
referred to as the “Corporation”) is:


 


Sabre Holdings
Corporation


 


Article 2   Address


 


The address of the Corporation’s registered
office in the State of Delaware is Corporation Service Company, 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New
Castle, postal code 19808.  The name
of the Corporation’s registered agent at such address is Corporation Service
Company.


 


Article 3   Purpose


 


The purpose of the Corporation shall be to
engage in any lawful act or activity for which corporations may be organized
and incorporated under the General Corporation Law of the State of Delaware
(the “GCL”).


 


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Article 4   Stock


 


(A)          Authorized
Stock


 


The total number of shares of stock which the
Corporation shall have authority to issue is Two Hundred Seventy Million
(270,000,000) shares, divided into two classes, consisting of (i) Two
Hundred Fifty Million (250,000,000) shares of Class A Common Stock, par
value $.01 per share (hereinafter referred to as “Class A Common Stock”),
and (ii) Twenty Million (20,000,000) shares of Preferred Stock, par value
$.01 per share (hereinafter referred to as “Preferred Stock”).


 


(B)          Class A
Common Stock


 


The following is a statement of the relative
powers, preferences and participating, optional or other special rights, and
the qualifications, limitations and restrictions of the Class A Common
Stock:


 


(i)            Subject to the rights of holders
of Preferred Stock, and subject to any other provisions of this Certificate of Incorporation,
holders of Class A Common Stock shall be entitled to receive such
dividends and other distributions in cash, stock or property of the Corporation
as may be declared thereon by the Board of Directors from time to time out of
assets or funds of the Corporation legally available therefor.


 


(ii)           At each meeting of the
stockholders of the Corporation, each holder of Class A Common Stock shall
be entitled to one vote in person or by proxy for each share of Class A
Common Stock standing in his or her name on the transfer books of the
Corporation, in connection with the election of directors and all other matters
submitted to a vote of stockholders. 
Except as may be otherwise required by law or by this Article 4,
and, subject to any voting rights which may be granted to holders of Preferred
Stock, the holders of Class A Common Stock shall have the exclusive right
to vote on all matters submitted to a vote of stockholders of the Corporation.


 


(iii)          In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, whether voluntary
or involuntary, after payment in full of the amounts required to be paid to the
holders of Preferred Stock, the remaining assets and funds of the Corporation
shall be distributed pro rata to the holders of Class A Common Stock.


 


(iv)          Except as otherwise required by
law, holders of Class A Common Stock, as such, shall not be entitled to
vote on any amendment to this Certificate of Incorporation (including a
Preferred Stock


 


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Designation) that
alters or changes the powers, preferences, rights or other terms of one or more
outstanding series of Preferred Stock if the holders of such affected series
are entitled to vote on such amendment pursuant to this Certificate of
Incorporation (including a Preferred Stock Designation) or pursuant to the GCL.


 


(v)           No stockholder shall be entitled
to exercise any right of cumulative voting.


 


(C)          Preferred
Stock


 


The Preferred Stock may be issued from time
to time in one or more series.  The Board
of Directors is hereby expressly authorized to provide by resolution or
resolutions from time to time for the issuance of shares of Preferred Stock in
one or more series and, by filing a certificate pursuant to the applicable law
of the State of Delaware (hereinafter, along with any similar designation
relating to any other series of stock which may hereafter be authorized,
referred to as a “Preferred Stock Designation,” each of which shall be part of
this Certificate of Incorporation), to establish from time to time the number
of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations and restrictions thereof to the fullest extent
permitted by law.  The authority of the
Board of Directors with respect to each series shall include, but not be
limited to, determination of the following:


 


(i)            The designation of the series,
which may be by distinguishing number, letter or title.


 


(ii)           The number of shares of the
series, which number the Board of Directors may thereafter (except where
otherwise provided in the Preferred Stock Designation) increase or decrease
(but not below the number of shares thereof then outstanding).


 


(iii)          Whether dividends, if any, shall
be cumulative or noncumulative and the dividend rate of the series.


 


(iv)          The conditions upon which and
dates at which dividends, if any, shall be payable, and the relation which such
dividends, if any, shall bear to the dividends payable on any other class or
classes of stock.


 


(v)           The redemption rights and price
or prices, if any, for shares of the series.


 


(vi)          The terms and amount of any
sinking fund provided for the purchase or redemption of shares of the series.


 


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(vii)         The amounts payable on and the
preferences, if any, of shares of the series in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation.


 


(viii)        Whether the shares of the series
shall be convertible into shares of any class or series, or any other security,
of the Corporation or any other corporation, and, if so, the specification of
such other class or series of such other security, the conversion price or
prices or conversion rate or rates and any adjustments thereof, the date or
dates at which such shares shall be convertible, and all other terms and
conditions upon which such conversion may be made.


 


(ix)           Restrictions on the issuance (or
reissuance) of shares of the same series or of any other class or series.


 


(x)            The voting rights and powers, if
any, of the holders of shares of the series.


 


(D)          Record
Holders


 


The Corporation shall be entitled to treat
the Person (as defined in Article 9) in whose name any share of its stock
is registered as the owner thereof for all purposes and shall not be bound to
recognize any equitable or other claim to, or interest in, such share on the
part of any other Person, whether or not the Corporation shall have notice
thereof, except as expressly provided by applicable law.


 


(E)           No
Preemptive Rights


 


No stockholder of the Corporation shall have
any preemptive or preferential right, nor be entitled as such as a matter of
right, to subscribe for or purchase any part of any new or additional issue of
stock of the Corporation of any class or series, whether now or hereafter
authorized, and whether issued for money or for consideration other than money,
or of any issue of securities convertible into stock of the Corporation.


 


Article 5   Rights Plan


 


The Board of Directors is hereby authorized
to create and issue, whether or not in connection with the issuance and sale of
any of its stock or other securities or property, rights entitling the holders
thereof to purchase from the Corporation shares of stock or other securities or
property of the Corporation or any other corporation.  The times at which and the terms upon which
such rights are to be issued will be determined by the Board of Directors and
set forth in the contracts or instruments that evidence such rights.  The authority of the Board of Directors with
respect to such rights shall include, but not be limited to, determination of
the following:


 


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(i)            The initial purchase price per
share or other unit of the stock or other securities or property to be
purchased upon exercise of such rights.


 


(ii)           Provisions relating to the times
at which and the circumstances under which such rights may be exercised or sold
or otherwise transferred, either together with or separately from, any other
stock or other securities of the Corporation.


 


(iii)          Provisions which adjust the
number or exercise price of such rights or amount or nature of the stock or
other securities or property receivable upon exercise of such rights following
the occurrence of specified events, including without limitation a combination,
split or recapitalization of any stock of the Corporation, a change in
ownership of the Corporation’s stock or other securities or a reorganization,
merger, consolidation, sale of assets or other occurrence relating to the
Corporation or any stock of the Corporation, and provisions restricting the
ability of the Corporation to enter into any such transaction absent an assumption
by the other party or parties thereto of the obligations of the Corporation
under such rights.


 


(iv)          Provisions which deny the holder
of a specified percentage of the outstanding stock or other securities of the
Corporation the right to exercise such rights and cause the rights held by such
holder to become void.


 


(v)           Provisions which permit the
Corporation to redeem or exchange such rights.


 


(vi)          The appointment of a rights
agent with respect to such rights.


 


Article 6   Authority of Board of Directors


 


The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors except as
otherwise provided herein or required by law. 
The Corporation may in its Bylaws confer powers upon the Board of
Directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon the Board of Directors by applicable
law.  In furtherance of, and not in
limitation of, the powers conferred by law, the Board of Directors is expressly
authorized and empowered:


 


(i)            to adopt, amend or repeal the
Bylaws of the Corporation; provided, however, that the Bylaws adopted by the
Board of Directors under the powers hereby conferred may be amended or repealed
by the Board of Directors or by the stockholders having voting power with
respect thereto; provided, further, that in the case of amendments by
stockholders, the affirmative vote of the holders of at least


 


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80 percent of
the voting power of the then outstanding Voting Stock, voting together as a
single class, shall be required to alter, amend or repeal any provision of the
Bylaws or adopt any provision of the Bylaws inconsistent with any other
provision of the Bylaws; and


 


(ii)           from time to time to determine
whether and to what extent, and at what times and places, and under what
conditions and regulations, the accounts and books of the Corporation, or any
of them, shall be open to inspection of stockholders; and, except as so
determined, or as expressly provided in this Certificate of Incorporation or in
any Preferred Stock Designation, no stockholder shall have any right to inspect
any account, book or document of the Corporation other than such rights as may
be conferred by applicable law.


 


Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 80 percent of the voting power of the then outstanding
Voting Stock, voting together as a single class, shall be required to amend or
repeal, or adopt any provision inconsistent with, paragraph (i) of
this Article 6.


 


Article 7   Action by Stockholders


 


Subject to the rights of the holders of any
series of Preferred Stock  as set forth
in this Certificate of Incorporation to elect additional directors under
specified circumstances, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing in lieu of a meeting of such stockholders.  Except as otherwise required by law, and
subject to the rights of the holders of any series of Preferred Stock  as set forth in this Certificate of
Incorporation, special meetings of the stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of Directors which the Corporation would have if
there were no vacancies or by the Chairman of the Board.  Except as expressly provided in the
immediately preceding sentence, any power of stockholders to call a special
meeting is specifically denied.  Only
such business as shall have been brought before the special meeting of
stockholders pursuant to the Corporation’s notice of meeting shall be conducted
at such meeting.  Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of at least 80 percent of the voting power of the then
outstanding Voting Stock (as defined in Article 9), voting together as a
single class, shall be required to amend or repeal, or adopt any provision
inconsistent with, this Article 7.


 


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Article 8   Election of Directors


 


Subject to the rights of the holders of any
series of Preferred Stock as set forth in this Certificate of Incorporation to
elect directors under specified circumstances:


 


(i)            All of the directors of the
Corporation shall be elected at each annual meeting of the stockholders of the
Corporation, by a plurality vote of all votes cast in favor of directors at
such meeting.  Unless and except to the
extent that the Bylaws of the Corporation shall so require, the election of
directors of the Corporation need not be by written ballot.


 


(ii)           Directors shall be elected to a
term that expires at the annual meeting of the stockholders of the Corporation
next following such director’s election. 
Notwithstanding the term to which each director is elected, each
director shall serve as a director until the first to occur among the
following: the director’s successor is duly elected and qualified; the director
resigns, dies or is determined to be mentally incompetent; or the director is
removed from the Board of Directors by the stockholders.


 


(iii)          Any director or directors may be
removed from the Board of Directors at any time, with or without cause, by the
affirmative vote of the holders of a majority of the shares then entitled to
vote at an election of directors, voting together as a single class.


 


(iv)          The number of directors of the
Corporation shall be fixed by the Bylaws of the Corporation and may be
increased or decreased from time to time in such a manner as may be prescribed
by the Bylaws.  No decrease in the authorized
number of directors shall shorten the term of any incumbent directors.


 


(v)           Unless the Board of Directors
otherwise determines, vacancies resulting from death, permanent disability,
resignation, retirement, disqualification, removal from the Board of Directors
or other cause, and newly created directorships resulting from any increase in
the authorized number of directors, shall be filled only by the affirmative
vote of a majority of the remaining directors, though less than a quorum of the
Board of Directors, and shall not be filled by the stockholders.


 


Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, and in addition to any vote of
the Board of Directors required by applicable law or this Certificate of
Incorporation, the affirmative vote of the holders of at least 80 percent
of the voting power of the Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal, or adopt any provision
inconsistent with, this Article 8.


 


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Article 9   Definitions


 


For purposes of this Certificate of
Incorporation:


 


(i)            “Person” shall mean any
individual, firm, corporation or other entity.


 


(ii)           “Voting Stock” shall mean the
then outstanding shares of stock of the Corporation entitled to vote generally
in the election of directors.


 


Article 10      Director Liability


 


A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (A) for
any breach of the director’s duty of loyalty to the Corporation or its
stockholders, (B) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (C) under Section 174
of the GCL, or (D) for any transaction from which the director derived an
improper personal benefit. 
Notwithstanding anything contained in this Certificate of Incorporation
to the contrary, any alteration, amendment or repeal of, or adoption of any
provision inconsistent with, this Article 10 shall not adversely affect
any right or protection of a director of the Corporation existing hereunder in
respect of any act or omission occurring prior to such alteration, amendment,
repeal or adoption.


 


Article 11      Amendment


 


Except as may be expressly provided in this
Certificate of Incorporation, the Corporation reserves the right at any time
and from time to time to alter, amend, or repeal any provision contained in
this Certificate of Incorporation, and any other provisions authorized by the
laws of the State of Delaware at the time in force may be added or inserted, in
the manner now or hereafter prescribed herein or by applicable law, and all
rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other Persons whomsoever by and pursuant to this
Certificate of Incorporation (in its present form or as hereafter amended) are
granted subject to the right reserved in this Article 11.


 


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IN WITNESS WHEREOF, the Corporation has
caused this Certificate of Incorporation to be signed by its President this
17th day of May, 2005.


 


	
   

  	
  SABRE
  HOLDINGS CORPORATION

  
	
   

  	
   

  
	
   

  	
  /s/ Michael
  S. Gilliland

  	
   

  
	
   

  	
  Michael S.
  Gilliland

  
	
   

  	
  President

  



 


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