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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of October 8,
1996, between AMR Corporation, a Delaware corporation ("AMR"), and The SABRE
Group Holdings, Inc., a Delaware corporation (the "Company"):
WHEREAS, AMR is the owner of all of the Company's issued and
outstanding Class B Common Stock ("Class B Common Stock") at the date hereof;
and
WHEREAS, the parties hereto desire to enter into this Agreement which
sets forth the terms of certain registration rights applicable to the
Registrable Securities (as defined below).
NOW, THEREFORE, upon the premises and the mutual promises herein
contained, and for good and valuable consideration, the receipt and adequacy of
which is acknowledged, the parties agree as follows:
1. Definitions. As used in this Agreement the following
initially capitalized terms shall have the following meanings:
(a) "After-Tax Basis" means, with respect to any payment
to be received or accrued by any Person, the amount of such payment
supplemented by a further payment or payments (which shall be payable either
simultaneously with the initial payment or, in the event that taxes resulting
from the receipt or accrual of such initial payment are not payable in the year
of receipt or accrual, at the time or times such taxes become payable) so that
the sum of all such initial and supplemental payments, after deduction of all
taxes imposed by any taxing authority (after taking into account any credits or
deductions or other tax benefits arising therefrom to the extent such are
currently utilized) resulting from the receipt or accrual of such payments
(whether or not such taxes are payable in the year of receipt or accrual) shall
be equal to the initial payment to be so received or accrued.
(b) "Holder" means AMR and any "transferee" (as such term
is defined in Section 10 hereof).
(c) "Primary AMR Ownership Reduction" means any decrease
at any time in the total voting power of all classes of stock of the Company
owned by AMR or any of its majority owned subsidiaries to less than fifty
percent (50%) of the total voting power of all classes of stock of the Company
then outstanding.
(d) "Registrable Securities" means the Class B Common
Stock (as presently constituted), any stock or other securities (including the
Class A Common Stock of the Company) into which or for which such Class B
Common Stock may hereafter be changed, converted or
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exchanged, and any other securities issued to holders of such Class B Common
Stock (or such shares into which or for which such shares are so changed,
converted or exchanged) upon any reclassification, share combination, share
subdivision, share dividend, merger, consolidation or similar transaction or
event; except, that any such securities shall not be Registrable Securities
with respect to a proposed offer or sale thereof if a registration statement
with respect to the sale of such securities shall have become effective under
the Securities Act and such securities shall have been disposed of in
accordance with the plan of distribution set forth in such registration
statement.
(e) "Registration Expenses" means all expenses in connection
with any registration of securities pursuant to this Agreement including,
without limitation, the following: (i) the fees, disbursements and expenses of
the Company's counsel(s) (United States and foreign) and accountants (United
States and foreign) in connection with the registration of the Registrable
Securities to be disposed of under the Securities Act; (ii) all expenses in
connection with the preparation, printing and filing of the registration
statement, any preliminary prospectus or final prospectus, any other offering
document and amendments and supplements thereto and the mailing and delivering
of copies thereof to any underwriters (United States and foreign) and dealers
(United States and foreign); (iii) the cost of printing or producing any
agreement(s), any blue sky or legal investment memoranda, any selling
agreements and any other documents (in each case, United States and foreign) in
connection with the offering, sale or delivery of the Registrable Securities to
be disposed of; (iv) all expenses in connection with the qualification of the
Registrable Securities to be disposed of for offering and sale under state
securities laws, including the fees and disbursements of counsel for the
underwriters or the Holders of Registrable Securities in connection with such
qualification and in connection with any blue sky and legal investments
surveys; (v) the filing fees incident to securing any required review by the
National Association of Securities Dealers, Inc. of the terms of the sale of
the Registrable Securities to be disposed of; (vi) transfer agents',
depositaries' and registrars' fees and the fees of any other agent (in each
case, United States and foreign) appointed in connection with such offering;
(vii) all security engraving and security printing expenses; and (viii) all
fees and expenses payable in connection with the listing of the Registrable
Securities on each securities exchange or inter-dealer quotation system (in
each case, United States and foreign) on which a class of common equity
securities of the Company is then listed.
(f) "Rule 144" means Rule 144 promulgated under the
Securities Act, or any successor rule to similar effect.
(g) "SEC" means the United States Securities and Exchange
Commission.
(h) "Secondary AMR Ownership Reduction" means any decrease
at any time in the total voting power of all classes of stock of the Company
owned by AMR or any of its majority owned subsidiaries to less than twenty
percent (20%) of the total voting power of all classes of stock of the Company
then outstanding.
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(i) "Securities Act" means the Securities Act of 1933, as
amended, or any successor statute.
2. Demand Registration.
(a) Upon written notice from a Holder of Registrable
Securities in the manner set forth in Section 11(g) hereof requesting that the
Company effect the registration under the Securities Act of any or all of the
Registrable Securities held by such Holder, which notice shall specify the
intended method or methods of disposition of such Registrable Securities, the
Company will use its best efforts to effect (at the earliest practicable date)
the registration under the Securities Act of such Registrable Securities for
disposition in accordance with the intended method or methods of disposition
stated in such request (including, but not limited to, an offering on a delayed
or continuous basis pursuant to Rule 415 (or any successor rule to similar
effect) promulgated under the Securities Act (a "Rule 415 Offering") if the
Company is then eligible to register such Registrable Securities on Form S-3
(or a successor form)), except that:
(i) if, after the Primary AMR Ownership Reduction,
upon receipt of a registration request pursuant to this Section 2(a),
the Company is advised in writing setting forth specific reasons (with
a copy to the person requesting registration pursuant to this Section
2(a)), by a nationally recognized independent investment banking firm
selected by the Company that, in such firm's opinion, a registration at
the time and on the terms requested would materially and adversely
affect any underwritten public equity financing by the Company that had
been contemplated by the Company prior to receipt of notice requesting
registration pursuant to this Section 2(a) and that had been planned to
be completed within 90 days of such notice (a "Transaction Blackout"),
the Company shall not be required to effect a registration pursuant to
this Section 2(a) until the earliest to occur of (A) the abandonment of
such financing, (B) 90 days after the completion of such financing, (C)
the termination of any "hold back" or "lock up" period obtained by the
underwriter(s) selected by the Company from any person in connection
with such financing or (D) 165 days after receipt by the Holder
requesting registration of written notice of such Transaction Blackout
(together with the copy of the investment banking firm opinion referred
to above in this subsection (i)) (the written notice of such
Transaction Blackout and a copy of the investment banking firm opinion
must be given to the Holder of Registrable Securities requesting
registration pursuant to this Section 2(a) within 15 days of receipt of
such the registration request);
(ii) if, after the Primary AMR Ownership
Reduction, while a registration request is pending pursuant to this
Section 2(a), the general counsel of the Company determines in good
faith that (A) the filing of a registration statement would require the
disclosure of material information that the Company has a bona fide
business purpose for preserving as confidential or (B) the Company then
is unable to comply with SEC requirements, the Company shall not be
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required to effect a registration pursuant to this Section 2(a) until
the earliest to occur of (1) the date upon which such material
information is disclosed to the public or ceases to be material or the
Company is able to so comply with SEC requirements, as the case may be,
or (2) 45 days after the general counsel of the Company initially makes
such good faith determination (the general counsel shall make such
determination promptly and shall give written notice of such
determination to the Holder of Registrable Securities requesting
registration within 5 days of making such determination);
(iii) AMR's transferees, collectively, shall have
the right to exercise registration rights pursuant to this Section 2 an
aggregate of three (3) times (it being acknowledged that AMR's
registration rights pursuant to this Section 2 are independent of any
rights it transfers to transferees); and
(iv) subsequent to the Secondary AMR Ownership
Reduction, AMR shall have the right to exercise its registration rights
pursuant to this Section 2 an aggregate of three (3) times (it being
acknowledged that prior to the Secondary AMR Ownership Reduction, there
shall be no limit to the number of occasions on which AMR or any of its
affiliates may exercise such rights).
(b) Notwithstanding any other provision of this Agreement
to the contrary, a registration requested by a Holder of Registrable Securities
pursuant to this Section 2 shall not be deemed to have been effected (and,
therefore, not exercised for purposes of subsection 2(a)), (i) if it has not
become effective, (ii) if, after it has become effective, such registration is
interfered with by any stop order, injunction or other order or requirement of
the SEC or other governmental agency or court for any reason other than a
misrepresentation or an omission by such Holder and, as a result thereof, the
Registrable Securities requested to be registered cannot be completely
distributed in accordance with the plan of distribution set forth in the
related registration statement or (iii) if the conditions to closing specified
in the purchase agreement or underwriting agreement entered into in connection
with such registration are not satisfied or waived other than by reason of some
act or omission by such Holder of Registrable Securities.
(c) In the event that any registration pursuant to this
Section 2 (other than subsection (2)(a)(iii)) shall involve, in whole or in
part, an underwritten offering, AMR shall have the right to designate an
underwriter reasonably satisfactory to the Company as the lead underwriter of
such underwritten offering.
(d) The Company shall have the right to cause the
registration of additional securities for sale for the account of any person
(including the Company) in any registration of Registrable Securities requested
by AMR puRsuant to Section 2(a); except, that the Company shall not have the
right to cause the registration of such additional securities if AMR is advised
in writing setting forth specific reasons (with a copy to the Company) by a
nationally recognized independent investment banking firm selected by AMR that,
in such firm's opinion, registration of such additional securities would
materially and adversely affect the offering and sale of the
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Registrable Securities then contemplated by AMR. AMR may require that any such
additional securities be included in the offering proposed by AMR on the same
terms and conditions as the Registrable Securities that are included therein.
(e) After the Primary AMR Ownership Reduction, in the
event that, at any time after any Rule 415 Offering is declared effective, the
general counsel of the Company determines in good faith that the sale of
Registrable Securities in such Rule 415 Offering would require disclosure of
material information that the Company has a bona fide business purpose for
preserving as confidential or that the Company is unable to comply with SEC
requirements, Holders selling Registrable Securities in such Rule 415 Offering
shall, upon written notice of such good faith determination, suspend sales of
such Registrable Securities for a period beginning on the date of receipt of
such notice and expiring on the earlier of (i) the date upon which such
material information is disclosed to the public or ceases to be material or the
Company is able to comply with SEC requirements, as the case may be, and (ii)
45 days after the general counsel of the Company initially makes such good
faith determination.
3. Piggyback Registration. If prior to the tenth anniversary of the
date of this Agreement, the Company at any time proposes to register any of its
Class B Common Stock or any other of its common equity securities, including
Class A Common Stock, (collectively, "Other Securities") under the Securities
Act (other than a registration on Form S-4 or S-8), whether or not for sale for
its own account, in a manner that would permit registration of Registrable
Securities for sale for cash to the public under the Securities Act, it will
each such time give prompt written notice to each Holder of Registrable
Securities of its intention to do so and of the rights of such Holder under
this Section 3 at least 30 days prior to the anticipated filing date of the
registration statement relating to such registration. Such notice shall offer
each such Holder the opportunity to include in such registration statement such
number of Registrable Securities as such Holder may request. Upon the written
request of any such Holder made within 10 days after the receipt of the
Company's notice (which request shall specify the number of Registrable
Securities intended to be disposed of and the intended method of disposition
thereof), the Company will use its best efforts to effect, in connection with
the registration of the Other Securities, the registration under the Securities
Act of all Registrable Securities which the Company has been so requested to
register, to the extent required to permit the disposition (in accordance with
such intended methods thereof) of the Registrable Securities so requested to be
registered, except that:
(a) if, after the Primary AMR Ownership Reduction, at any
time after giving such written notice of its intention to register any Other
Securities and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any
reason not to register the Other Securities, the Company may, at its election,
give written notice of such determination to such Holders, and thereupon the
Company shall be relieved of its obligation to register such Registrable
Securities in connection with the registration of such Other Securities without
prejudice, however, to the rights of the Holders of Registrable Securities
immediately to request that such registration be effected as a registration
under Section 2 hereof (in the event that the Company shall so determine not to
so register the Other Securities,
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each of the Company and each Holder shall be responsible for the respective
Registration Expenses incurred by it in connection with such failed
registration);
(b) (i) if, after the Primary AMR Ownership Reduction,
the registration of Other Securities referred to in the first sentence of this
Section 3 is to be an underwritten primary registration on behalf of the
Company, and a nationally recognized independent investment banking firm
selected by the Company advises the Company in writing setting forth specific
reasons that, in such firm's opinion, such offering would be materially and
adversely affected by the inclusion therein of the Registrable Securities
requested to be included therein, the Company shall include in such
registration: (1) first, all securities the Company proposes to sell for its
own account ("Company Securities"), (2) second, up to the full number of
Registrable Securities held by AMR and requested to be included in such
registration by AMR ("AMR Securities") in excess of the number or dollar amount
of securities the Company proposes to sell that, in the good faith opinion of
such underwriter(s), can be so sold without so materially and adversely
affecting such offering, (3) third, up to the full number of Registrable
Securities (other than AMR Securities) in excess of the number or dollar amount
of Company Securities and AMR Securities that, in the good faith opinion of
such underwriter(s) can be so sold without materially and adversely affecting
such offering (and, if less than the full number of such Registrable
Securities, allocated pro rata among the Holders of such Registrable Securities
(other than AMR Securities) on the basis of the number of securities requested
to be included therein by each such Holder and (4) fourth, an amount of other
securities, if any, requested to be included therein in excess of the number or
dollar amount of Company Securities, AMR Securities and other Registrable
Securities that, in the opinion of such underwriter(s), can be so sold without
materially and adversely affecting such offering (allocated among the holders
of such other securities in such proportions as such holders and the Company
may agree); and
(ii) if, after the Primary AMR Ownership Reduction,
the registration of Other Securities referred to in the first sentence of this
Section 3 is to be an underwritten secondary registration on behalf of holders
of the securities (other than Registrable Securities) of the Company (the
"Other Holders"), and the managing underwriter(s) advise the Company in writing
setting forth specific reasons that in their good faith opinion such offering
would be materially and adversely affected by the inclusion therein of the
Registrable Securities requested to be included therein, the Company shall
include in such registration the amount of securities (including Registrable
Securities) that such underwriter(s) advise allocated pro rata among the Other
Holders and the Holders of Registrable Securities on the basis of the number of
securities (including Registrable Securities) requested to be included therein
by each Other Holder and each Holder of the Registrable Securities;
(c) the Company shall not be required to effect any
registration of Registrable Securities under this Section 3 incidental to the
registration of any of its securities in connection with mergers, acquisitions,
exchange offers, subscription offers, dividend reinvestment plans or stock
option or other executive or employee benefit or compensation plans; and
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(d) no registration of Registrable Securities effected
under this Section 3 shall relieve the Company of its obligation to effect a
registration of Registrable Securities pursuant to Section 2 hereof.
(e) in the event that any registration pursuant to this
Section 3 shall involve, in whole or in part, an underwritten offering, the
Company may require the Registrable Securities requested to be registered
pursuant to this Section 3 to be included in such underwriting on the same
terms and conditions as shall be applicable to the other securities being sold
through underwriters under such registration.
4. Expenses. Except as provided in Section 3(a) hereof, each of
AMR and the Company agrees to pay its pro rata portion of Registration Expenses
with respect to a particular offering (or proposed offering); such pro rata
portion to be equal to the total amount of such Registration Expenses
multiplied by a fraction, the numerator of which is the number of shares sold
(or proposed to be sold if the offering is not completed) in such offering by
such party and the denominator of which is the total number of shares sold (or
proposed to be sold) in such offering. For purposes of determining which
person is required to pay Registration Expenses, shares sold (or proposed to be
sold) by the Company, by any Other Holder and on behalf of any person other
than a Holder shall be deemed to have been sold (or proposed to be sold) by the
Company. Notwithstanding the foregoing, each Holder and the Company shall be
responsible for its own internal administrative and similar costs, which shall
not constitute Registration Expenses. Underwriting discounts with respect to
any offering shall also be apportioned in the manner set forth above.
5. Registration and Qualification. If and whenever the Company is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Sections 2 or 3 hereof, the
Company will as promptly as is practicable:
(a) prepare, file and use its best efforts to cause to
become effective a registration statement under the Securities Act relating to
the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities until (i) in the case of a
Rule 415 Offering, the completion of such offering (subject to Section 2(e)) or
(ii) in the case of an offering other than a Rule 415 Offering, the earlier of
(A) such time as all of such Registrable Securities have been disposed of in
accordance with the intended methods of disposition set forth in such
registration statement and (B) the expiration of nine months after such
registration statement becomes effective; except, that such nine-month period
shall be extended for such number of days that equals the number of days
elapsing from (x) the date the written notice contemplated by Section 5(g)
hereof is given by the Company to (y) the date on which the Company delivers to
the Holders of Registrable Securities the supplement or amendment contemplated
by Section 5(g) hereof;
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(c) furnish to the Holders of Registrable Securities and
to any underwriter of such Registrable Securities such number of conformed
copies of such registration statement and of each such amendment and supplement
thereto (in each case including all exhibits), such number of copies of the
prospectus included in such registration statement (including each preliminary
prospectus and any summary prospectus) (in conformity with the requirements of
the Securities Act), such documents incorporated by reference in such
registration statement or prospectus and such other documents, as the Holders
of Registrable Securities or such underwriter may reasonably request, and a
copy of any and all transmittal letters or other correspondence to, or received
from, the SEC or any other governmental agency or self-regulatory body or other
body having jurisdiction (including any domestic or foreign securities
exchange) relating to such offering;
(d) use its best efforts to register or qualify all
Registrable Securities covered by such registration statement under the
securities or blue sky laws of such jurisdictions (domestic or foreign) as the
Holders of such Registrable Securities or any underwriter of such Registrable
Securities shall reasonably request, and use its best efforts to obtain all
appropriate registrations, permits and consents required in connection
therewith, and do any and all other acts and things that may be reasonably
necessary or advisable to enable the Holders of Registrable Securities or any
such underwriters to consummate the disposition in such jurisdictions of its
Registrable Securities covered by such registration statement; except, that the
Company shall not for any such purpose be required to (i) qualify generally to
do business as a foreign corporation in any non-United States jurisdiction,
wherein it is not so qualified, (ii) subject itself to taxation in any such
non-United States jurisdiction or (iii) consent to general service of process
in any such non-United States jurisdiction; and, except, that, in the case of
any such registration or qualification in any non-United States jurisdiction,
(1) notwithstanding Section 4, the Holder of the Registrable Securities to be
so registered or qualified shall pay all costs and expenses incurred by the
Company in connection with such registration or qualification in such
non-United States jurisdiction, (2) the Company shall have no obligation
to so register or qualify Registrable Securities if in the
good faith opinion of counsel for the Company such registration or
qualification shall impose on the Company an on going material compliance
obligation and (3) the Company shall not be obligated to keep any such
registration or qualification in effect except for so long as is necessary or
appropriate in order to dispose of Registrable Securities in such jurisdiction;
(e) use its best efforts to list all Registrable
Securities covered by such registration statement on any securities exchange or
inter-dealer quotation system (in each case, domestic or foreign) as the
Holders of such Registrable Securities shall reasonably request, and use its
best efforts to obtain all appropriate registrations, permits and consents
required in connection therewith and do any and all other acts and things that
may be reasonably necessary or advisable to effect such listing; except, that,
except with respect to any listing on any such securities exchange or
inter-dealer quotation system on which shares of the Company's Class A Common
Stock are then listed, (i) notwithstanding Section 4, the Holder of the
Registrable Securities to be so listed shall pay all costs and expenses
incurred by the Company in connection with such listing and (ii) the
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Company shall have no obligation to use its best efforts to so list Registrable
Securities if in the good faith opinion of the general counsel of the Company
such listing shall impose on the Company an ongoing material compliance
obligation;
(f) (i) furnish to each Holder of Registrable Securities
included in such registration (each, a "Selling Holder") and to any underwriter
of such Registrable Securities an opinion of counsel for the Company addressed
to each Selling Holder and dated the date of the closing under the underwriting
agreement (if any) (or if such offering is not underwritten, dated the
effective date of the registration statement) and (ii) use its best efforts to
furnish to each Selling Holder a "cold comfort" letter addressed to each
Selling Holder and signed by the independent public accountants who have
audited the Company's financial statements included in such registration
statement, in each such case covering substantially the same matters with
respect to such registration statement (and the prospectus included therein) as
are customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to underwriters in underwritten public offerings of
securities and such other matters as the Selling Holders may reasonably request
and, in the case of such accountants' letter, with respect to events subsequent
to the date of such financial statements;
(g) as promptly as practicable notify the Selling Holders
in writing (i) at any time when a prospectus relating to a registration
pursuant to Section 2 or 3 hereof is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and (ii)
of any request by the SEC or any other regulatory body or other body having
jurisdiction for any amendment of or supplement to any registration statement
or other document relating to such offering, and, in either such case (i) or
(ii), at the request of the Selling Holders prepare and furnish to the Selling
Holders a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they are made, not misleading;
(h) furnish unlegended certificates representing ownership
of the Registrable Securities being sold in such denominations as shall be
requested by the Selling Holders or the underwriters.
6. Conversion of Other Securities, etc. If AMR offers any
options, rights, warrants or other securities issued by it or any other person
that are offered with, convertible into or exercisable or exchangeable for any
Registrable Securities, the Registrable Securities underlying such options,
rights, warrants or other securities shall continue to be eligible for
registration pursuant to Section 2 and Section 3 of this Agreement.
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7. Underwriting; Due Diligence.
(a) If requested by the underwriters for any underwritten
offering of Registrable Securities pursuant to a registration requested under
this Agreement (under either Section 2 or Section 3), the Company and any other
person or entity for whose account securities are being sold in such offering
will enter into an underwriting agreement with such underwriters for such
offering, such agreement to contain such representations and warranties by the
Company and such other person or entity for whose account securities are being
sold in such offering and such other terms and provisions as are customarily
contained in underwriting agreements with respect to secondary distributions,
including, without limitation, indemnities and contribution substantially to
the effect and to the extent provided in Section 8 hereof and the provision of
opinions of counsel and accountants letters to the effect and to the extent
provided in Section 5(f) hereof. The Selling Holders on whose behalf the
Registrable Securities are to be distributed by such underwriters shall be
parties to any such underwriting agreement, and the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters shall also be made to and for the benefit of
such Selling Holders. Such underwriting agreement shall also contain such
representations and warranties by the Selling Holders on whose behalf the
Registrable Securities are to be distributed and such other terms and
provisions as are customarily contained in underwriting agreements with respect
to secondary distributions, including without limitation, indemnification and
contribution provisions substantially similar to the extent provided in Section
8 hereof.
(b) In connection with the preparation and filing of each
registration statement registering Registrable Securities under the Securities
Act, the Company will give the Holders of such Registrable Securities and the
underwriters, if any, and their respective counsel and accountants, such
reasonable and customary access to its books and records and such opportunities
to discuss the business of the Company with its officers and the independent
public accountants who have certified the Company's financial statements as
shall be necessary, in the opinion of such Holders and such underwriters or
their respective counsel, to conduct a reasonable investigation within the
meaning of the Securities Act.
8. Indemnification and Contribution.
(a) In the case of each offering of Registrable Securities
made pursuant to this Agreement, the Company agrees to indemnify and hold
harmless, on an After-Tax Basis, each Holder of Registrable Securities, each
underwriter of Registrable Securities so offered and each person, if any, who
controls any of the foregoing persons within the meaning of the Securities Act
and the officers and directors of each of the foregoing, from and against any
and all claims, liabilities, losses, damages, expenses (including reasonable
attorneys' fees and disbursements) and judgments, joint or several, to which
they or any of them may become subject, under the Securities Act or otherwise,
including any amount paid in settlement of any litigation commenced or
threatened, and shall promptly reimburse them, as and when incurred, for any
legal or other expenses reasonably incurred by them in connection with
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investigating any claims and defending any actions, insofar as such losses,
claims, damages, liabilities, expenses or judgments shall arise out of, or
shall be based upon, any untrue statement or alleged untrue statement of a
material fact contained in the registration statement (or in any preliminary or
final prospectus included therein) or in any offering memorandum or other
offering document relating to the offering and sale of such Registrable
Securities, or any amendment thereof or supplement thereto, or in any document
incorporated by reference therein, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading or shall arise out of or be based upon any
violation or alleged violation by the Company of the Securities Act, any blue
sky laws, securities laws or other applicable laws of any state or country in
which the Registrable Securities are offered and relating to action or inaction
required of the Company in connection with such offering; except, that the
Company shall not be liable to a particular Holder of Registrable Securities in
any such case to the extent that any such loss, claim, damage, liability,
expense or judgment arises out of, or is based upon, any untrue statement or
alleged untrue statement, or any omission, if such statement or omission shall
have been made in reliance upon and in conformity with information relating to
such Holder furnished to the Company in writing by or on behalf of such Holder
specifically for use in the preparation of the registration statement (or in
any preliminary or final prospectus included therein,) offering memorandum or
other offering document, or any amendment thereof or supplement thereto and,
except, that, in the case of an offering with respect to which a Selling Holder
has designated the lead underwriter, this indemnity does not apply to any loss,
liability, claim, damage, expense or judgment arising out of or based upon any
untrue statement or alleged untrue statement or omission or alleged omission in
any preliminary prospectus if a copy of a prospectus was not sent or given by
or on behalf of an underwriter to such person asserting such loss, claim,
damage, liability, expense or judgment at or prior to the written confirmation
of the sale of the Registrable Securities as required by the Securities Act and
such untrue statement or omission had been corrected in such prospectus. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of a Holder of Registrable Securities and shall survive
the transfer of such securities. The foregoing indemnity agreement is in
addition to any liability that the Company may otherwise have to each Holder of
Registrable Securities, its officers and directors, underwriters of the
Registrable Securities or any controlling person of the foregoing.
(b) In the case of each offering made pursuant to this
Agreement, each Holder of Registrable Securities included in such offering, by
exercising its registration rights hereunder, agrees to indemnify and hold
harmless, on an After-Tax Basis, the Company, and each person, if any, who
controls any of the foregoing within the meaning of the Securities Act (and if
requested by the underwriters, each underwriter who participates in the
offering and each person, if any, who controls any such underwriter within the
meaning of the Securities Act) and the officers and directors of each of the
foregoing, from and against any and all claims, liabilities, losses, damages,
expenses (including reasonable attorneys fees' and expenses) and judgements,
joint or several, to which they or any of them may become subject, under the
Securities Act or otherwise, including any amount paid in settlement of any
litigation commenced or threatened, and shall promptly reimburse them, as and
when incurred, for any legal or other expenses reasonably incurred by them in
connection
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with investigating any claims and defending any actions, insofar as any such
losses, claims, damages, liabilities, expenses or judgments shall arise out of,
or shall be based upon, any untrue statement or alleged untrue statement of a
material fact contained in the registration statement (or in any preliminary or
final prospectus included therein) or in any offering memorandum or other
offering document relating to the offering and sale of such Registrable
Securities, or any amendment thereof or supplement thereto, or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but in each case only to the
extent that such untrue statement of a material fact is contained in, or such
material fact is omitted from, information relating to such Holder furnished in
writing to the Company by or on behalf of such Holder specifically for use in
the preparation of such registration statement (or in any preliminary or final
prospectus included therein), offering memorandum or other offering document,
and except, that, in the case of an offering with respect to which the Company
has designated the lead underwriter, this indemnity does not apply to any loss,
liability, claim, damage, expense or judgment arising out of or based upon any
untrue statement or alleged untrue statement or omission or alleged omission in
any preliminary prospectus if a copy of a prospectus was not sent or given by or
on behalf of an underwriter to such person asserting such loss, claim, damage,
liability, expense or judgment at or prior to the written confirmation of the
sale of the Registrable Securities as required by the Securities Act and such
untrue statement or omission had been corrected in such prospectus. The
foregoing indemnity is in addition to any liability which such Holder may
otherwise have to the Company, or any of its directors, officers or controlling
persons. In no event shall the liability of a Holder hereunder be greater in
amount than the dollar amount of the net proceeds received by it upon the sale
of the Registrable Securities pursuant to such offering.
(c) Procedure for Indemnification. Each party indemnified
under paragraph (a) or (b) of this Section 8 shall, promptly after receipt of
notice of any claim or the commencement of any action against such indemnified
party in respect of which indemnity may be sought, notify the indemnifying part
in writing of the claim or the commencement thereof; except, that the failure
to notify the indemnifying party shall not relieve it from any liability that
it may have to an indemnified party on account of the indemnity agreement
contained in paragraph (a) or (b) of this Section 8, unless the indemnifying
party was prejudiced by such failure and, then, only to the extent of such
prejudice, and in no event shall such failure relieve the indemnifying party
from any other liability that it may have to such indemnified party. If any
such claim or action shall be brought against an indemnified party, and it
shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein, and, to the extent that it wishes, jointly
with any other similarly notified indemnifying party, to assume the defense
thereof with counsel reasonably satisfactory to the indemnified party. After
notice from the indemnifying party to the indemnified party of its election to
assume the defense of such claim or action, the indemnifying party shall not be
liable to the indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation; except, that
each Holder of Registrable Securities, its officers and directors, if any, and
each person, if any, who controls such Holder within the meaning of the
Securities Act, shall have the right to employ separate counsel to represent
them
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if, in the reasonable judgement of such Holder or such other person, it is
advisable for them to be represented by separate counsel, and in that event the
fees and expenses of one such separate counsel shall be paid by the Company.
Any indemnifying party against whom indemnity may be sought under this Section
8 shall not be liable to indemnify an indemnified party for any settlement if
such indemnified party enters into such settlement without the consent of the
indemnifying party (which consent will not be unreasonably withheld if
requested). The indemnifying party may not agree to any settlement of any such
claim or other action as the result of which any remedy or relief, other than
solely for monetary damages for which the indemnifying party shall be
responsible hereunder, shall be applied to or against the indemnified party,
without the prior written consent of the indemnified party. In any action
hereunder as to which the indemnifying party has assumed the defense thereof
with counsel reasonably satisfactory to the indemnified party, the indemnified
party shall continue to be entitled to participate in the defense thereof, with
counsel of its own choice, but, except as set forth above, the indemnifying
party shall not be obligated hereunder to reimburse the indemnified party for
the costs thereof.
If the indemnification provided for in this Section 8 shall for any
reason be unavailable to an indemnified party in respect of any loss, claim,
damage, liability, expense or judgment, or any action in respect thereof,
referred to therein, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage, liability,
expense or judgment, or action in respect thereof, in such proportion as shall
be appropriate to reflect the relative fault of the indemnifying party on the
one hand and the indemnified party on the other with respect to the statements
or omissions that resulted in such loss, claim, damage, liability, expense or
judgment, or action in respect thereof, as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to whether
the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
the indemnifying party on the one hand or the indemnified party on the other,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or omission, but not by
reference to any indemnified party's stock ownership in the Company. In no
event, however, shall a Holder of Registrable Securities be required to
contribute in excess of the amount of the net proceeds received by such Holder
in connection with the sale of Registrable Securities in the offering that is
the subject of such loss, claim, damage, liability, expense or judgment. The
amount paid or payable by an indemnified party as a result of the loss, claim,
damage, liability, expense or judgment, or action in respect thereof, referred
to above in this paragraph shall be deemed to include, for purposes of this
paragraph, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
9. Rule 144. The Company shall take such measures and file such
information, documents and reports as shall be required by the SEC as a
condition to the availability of Rule 144 (or any successor provision). The
Company further agrees to use its reasonable efforts to
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cause all conditions to the availability of Form S-3 (or any successor form)
under the Securities Act for the filing of registration statements under this
Agreement to be met as soon as practicable after the date hereof.
10. Transfer of Registration Rights.
(a) AMR may transfer all or any portion of its rights
under this Agreement to any transferee of an amount of Registrable Securities
owned by AMR exceeding one (1) percent of the outstanding class of such
Securities at the time of transfer (each, a "transferee"). Any transfer of
registration rights pursuant to this Section shall be effective upon receipt by
the Company of written notice from AMR stating the name and address of any
transferee and identifying the amount of Registrable Securities with respect to
which the rights under this Agreement are being transferred and the nature of
the rights so transferred. In connection with any such transfer, the term
"AMR" as used in this Agreement (other than in this Section 10 and Section
3(b)(i)(2)) shall, where appropriate to assign the rights and obligations of
AMR hereunder to such direct transferee, be deemed to refer to the transferee
holder of such Registrable Securities. In no event shall the Company be
required to effect more than a total of three (3) registrations for all
transferees taken as a whole pursuant to Section 2 of this Agreement and each
such registration shall be at the request of not more than one Holder.
(b) After any such transfer, AMR shall retain its rights
under this Agreement with respect to all other Registrable Securities owned by
AMR.
(c) Upon the request of AMR, the Company shall execute a
Registration Rights Agreement with such transferee or a proposed transferee
substantially similar to this Agreement, and any demand registrations granted
to such transferee shall reduce the then remaining number of demand
registrations to which transferees of AMR are entitled under Section 2(a)
hereof.
11. Miscellaneous.
(a) Injunctions. Irreparable damage would occur in the
event that any of the provisions of this Agreement was not performed in
accordance with its specific terms or was otherwise breached. Therefore, the
parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof in any court having jurisdiction, such remedy being
in addition to any other remedy to which they may be entitled at law or in
equity.
(b) Severability. If any term or provision of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms and provisions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same
result as that contemplated by
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such term or provision.
(c) Further Assurances. Subject to the specific terms of
this Agreement, each of the parties hereto shall make, execute, acknowledge and
deliver such other instruments and documents and take all such other actions as
may be reasonably required in order to effectuate the purposes of this
Agreement and to consummate the transactions contemplated hereby.
(d) Waivers, Etc. No failure or delay on the part of
either party hereto (or the intended third party beneficiaries referred to
herein) in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. No modification or waiver of any provision of this Agreement
nor consent to any departure therefrom shall in any event be effective unless
the same shall be in writing, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
(e) Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof. The
section headings contained in this Agreement are solely for the purpose of
reference and shall not in any way affect the meaning or interpretation of this
Agreement.
(f) Counterparts. For the convenience of the parties,
this Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original but all of which together shall be one and
the same instrument.
(g) Notices. All notices, consents, requests,
instructions, approvals and other communications provided for herein shall be
validly given, made or served, if in writing and delivered personally, by
facsimile or sent by registered mail, postage prepared as follows:
(i) if to AMR, to
AMR Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ 5662
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Treasurer
(ii) if to the Company, to
The SABRE Group Holdings, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ 4202
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
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(iii) if to a Holder of Registrable Securities, to the name and
address as the same appear in the security transfer books of
the Company
or such other address as any party (or other Holders of Registrable
Securities) may, from time to time, designate in a written notice in a like
manner. Notice given by facsimile shall be deemed delivered on the business
day after it is received by the recipient. Notice given by mail as set out
above shall be deemed delivered five calendar days after the date the same is
mailed.
(h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE.
(i) Assignment. Except as provided herein, the parties
may not assign their rights under this Agreement. The Company may not delegate
its obligations under this Agreement.
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IN WITNESS WHEREOF, AMR and the Company have caused this
Agreement to be duly executed as of the date first above written.
AMR CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
THE SABRE GROUP HOLDINGS, INC.
By: /s/ T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
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