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EXHIBIT 10.2
BRIDGE LOAN
PROMISSORY NOTE
$200,000,000 August 4, 2000
FOR VALUE RECEIVED, the undersigned Borrower hereby promises to pay to
the order of BANK OF AMERICA, N.A. and its successors and assigns (the
"BANK"), on or before February 4, 2001 (the "MATURITY DATE") at its offices in
San Francisco, California in immediately available funds TWO HUNDRED MILLION
DOLLARS ($200,000,000) or, if less, the aggregate unpaid principal amount of
all advances made to the undersigned hereunder, together with interest thereon
at the rates and on the same basis and terms as provided for with respect to
Committed Loans under Sections 2 and 3 of the Credit Agreement (as defined
below), all of which are incorporated herein by reference.
This Note evidences a refinancing of the loans outstanding under that
certain bridge loan promissory note in the aggregate principal amount of
$200,000,000 dated February 4, 2000 issued by the Borrower to the Bank (the
"ORIGINAL BRIDGE NOTE"). The indebtedness evidenced by this Note is the same
indebtedness evidenced by the Original Bridge Note and Eurodollar Loans
existing under the Original Bridge Note may be continued hereunder for the
duration of the applicable Interest Period without a break funding event
hereunder. The Bank will return the Original Bridge Note promptly upon this
Note becoming effective as provided below.
The Borrower will pay to the Bank (i) an upfront fee of 5 basis points
(0.05%) on the aggregate amount of the commitments hereunder payable on the
date hereof, (ii) a commitment fee of 20 basis points (0.20%) on the aggregate
amount of the commitments hereunder payable on the Maturity Date unless the
loans and advances evidenced hereby shall have been paid in full and the
commitments hereunder shall have been terminated prior to such date, and (iii)
a facility fee equal to the Applicable Percentage for the Facility Fee under
the Credit Agreement multiplied by the actual aggregate daily amount of
commitments hereunder (or aggregate principal balance outstanding hereunder,
if the commitments have been terminated), regardless of usage, payable
quarterly in arrears computed and paid on the same basis as the Facility Fee
under the Credit Agreement. In addition, the Borrower will pay the reasonable
costs and expenses of the Bank, including the reasonable fees and
disbursements of counsel, in connection with the preparation, execution and
establishment of the facility evidenced by this Note.
Amounts repaid hereunder may not be reborrowed. The aggregate
principal amount of advances outstanding hereunder shall be due and payable in
full, together with interest thereon, on the Maturity Date. This Note shall
become effective (and shall replace the Original Bridge Note) upon delivery to
the Bank of an executed copy of this Note together with a legal opinion
relating to this Note in form and substance reasonably acceptable to the
Bank). Payments shall be made in U.S. dollars in immediately available funds,
without offset, deduction, counterclaim or withholding of any kind at the
offices of the Bank in San Francisco, California, or such other offices as the
Bank may direct.
The Borrower may make voluntary prepayments hereunder at any time in
any amount without penalty or premium (other than break-funding indemnity
payments which may be owing in connection therewith). In addition, the
Borrower shall make mandatory prepayment hereunder upon the occurrence after
the date hereof of any Asset Disposition, Debt Transaction or Equity
Transaction (all as defined below) promptly (but in any event within five
days) following receipt of the net proceeds, in an amount equal to one hundred
percent (100%) of the net cash proceeds (net of taxes, commissions, legal fees
and expenses and all other applicable costs) received by the Borrower from any
such Asset Disposition, Debt Transaction or Equity Transaction. Amounts
prepaid may not be reborrowed hereunder.
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The holder may endorse and attach a schedule to reflect borrowings
evidenced by this Note and all payments and prepayments thereon; PROVIDED that
any failure to endorse such information shall not affect the obligation of the
undersigned Borrower to pay amounts evidenced hereby.
The representations and warranties contained in Section 5 of the Credit
Agreement (other than those which expressly relate to an earlier date) are
true and correct in all material respects as of the date hereof, provided that
for purposes hereof references therein to "this Agreement" and to the "Loan
Documents" shall be deemed to include this Note. The covenants contained in
Sections 6 and 7 of the Credit Agreement, as in effect on the date hereof, are
incorporated herein by reference and shall apply with the same effect as if
set forth at length, provided that for purposes hereof references therein to
"this Agreement" and to the "Loan Documents" shall be deemed to include this
Note.
Upon the occurrence of an Event of Default, all amounts evidenced by
this Note may, or shall, in the case of an event of bankruptcy or insolvency
described in subsections (f), (g) or (h) of Section 8.01 of the Credit
Agreement, become immediately due and payable (and the commitments hereunder
shall thereupon terminate), without presentment, demand, protest or notice of
any kind, all of which are waived by the undersigned. In the event payment of
amounts evidenced by this Note is not made at any stated or accelerated
maturity, the undersigned agrees to pay, in addition to principal and
interest, all costs of collection, including reasonable attorneys' fees.
Terms used but not otherwise defined herein shall have the meanings
provided in the Credit Agreement. As used herein:
"ASSET DISPOSITION" means with respect to the Parent, the Borrower
or any of their subsidiaries, (i) the sale, lease or other disposition of
property or assets, or (ii) receipt of cash insurance proceeds or
condemnation award by reason of theft, loss, physical destruction or
damage, taking or similar event with respect to their property or assets,
but which for purposes hereof shall not include, in any event, (A) the
sale of inventory or the sale or disposition of plant, property or
equipment in the ordinary course of business, or (B) the transfer of
property or assets to a domestic subsidiary of the Borrower.
"CREDIT AGREEMENT" means that $300 million Revolving Credit
Agreement dated as of February 4, 2000 among the Borrower, the lenders
identified therein and Bank of America, N.A., as Administrative Agent (as
in effect on the date hereof regardless whether such Credit Agreement may
have been terminated or amounts owing thereunder repaid).
"DEBT TRANSACTION" means with respect to the Parent, the Borrower
or any of their subsidiaries, any sale, issuance, placement or incurrence
of, or the receipt of a commitment by another Person to issue,
indebtedness of the types described in clauses (a) or (b) of the
definition of "Funded Debt", whether or not evidenced by promissory note
or other written evidence of indebtedness (but excluding, for purposes
hereof, (a) loans and extensions of credit under the Credit Agreement and
(b) the incurrence of seller financing obligations in connection with
acquisitions and strategic alliances permitted under the Credit Agreement
in an aggregate principal amount of up to $50,000,000).
"EQUITY TRANSACTION" means with respect to the Parent, the
Borrower or any of their subsidiaries, any issuance or sale of shares of
capital stock or other equity interest, other than an issuance (i) to the
Parent or any of its domestic subsidiaries (including the Borrower), (ii)
in connection with a conversion of debt securities to equity, (iii) in
connection with exercise by a present or former employee, officer or
director under a stock incentive plan, stock option plan or other equity-
based compensation plan or arrangement, or (iv) in connection with the
Travelocity.com Transaction.
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"EVENTS OF DEFAULT" means any of (i) the failure to make payment
of principal, interest or any other amount owing under this Note when
due, (ii) the failure to observe any covenants contained herein and (iii)
the occurrence of an Event of Default under the Credit Agreement.
This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York. Notices may be given as
provided in the Credit Agreement, provided that the notice address of Bank
hereunder is Bank of America, N.A., Mail Code CA4,-706-05-09, Agency
Administration Services #5596, 1850 Gateway Boulevard, 5th Floor, Concord CA
94520, Attn: Brian Graybill, Phone: (925) 675-8414, Fax: (925) 969-2813, with
a copy to Bank of America, N.A., Mail Code: CA5-705-41-89, Diversified
Industries #9994, 555 California Street, 41st Floor, San Francisco, CA 94104,
Attn: Kevin Leader, Phone: (415) 622-8168, Fax: (415) 622-2385.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned Borrower has caused this Note to be
duly executed as of the date first above written.
SABRE INC.,
a Delaware corporation
By: /s/
---------------------------------
Name:
Title:
NOTICE ADDRESS:
Sabre Inc.
4255 Amon Carter Boulevard
MD 4224
Fort Worth, TX 76155
Attn: Patricia A. Jones,
Senior Principal, Corporate Finance
Phone: (817) 931-9277
Fax: (817) 967-4911
with a copy to:
Sabre Inc.
4255 Amon Carter Boulevard
MD 4204
Fort Worth, TX 76155
Attn: General Counsel
Fax: (817) 967-1215
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