Exhibit 2.1
AMENDMENT NO. 1
TO THE AGREEMENT AND PLAN OF
MERGER
This AMENDMENT No. 1 (this
“ Amendment ”) to the Agreement and Plan of
Merger, dated as of December 12, 2006 (the “
Agreement ”), by and among Sovereign Holdings, Inc.,
Sovereign Merger Sub, Inc. and Sabre Holdings Corporation, is
entered into as of March 27, 2007.
WHEREAS, the parties hereto wish to
amend the Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
Section 1.
Definitions; References.
Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Agreement.
Section 2.
Amendment of the Agreement.
Section 8.4.1 of the Agreement is hereby amended and restated
as follows:
“If this Agreement is
terminated pursuant to Section 8.1(c)(ii) and neither Parent
nor Merger Sub is in material default of this Agreement at the time
of such termination, then the Company shall pay Parent a
termination fee of $135,000,000 not later than the day of such
termination. If this Agreement is terminated pursuant to
Section 8.1(b)(i) or Section 8.1(d)(ii) and neither
Parent nor Merger Sub is in material default of this Agreement at
the time of such termination, then, in the event that,
(i) after the date hereof and prior to such termination, any
Third Party shall have publicly made,
