Exhibit 10.29
BRIDGE LOAN NOTE
$6,000,000.00
ROSEMONT, ILLINOIS
NOVEMBER 15, 2000
FOR VALUE RECEIVED, the undersigned, AROUND THE WORLD TRAVEL, INC., a
Florida corporation ("Maker"), hereby promises to pay to the
order of GALILEO
INTERNATIONAL, L.L.C., a Delaware limited liability company ("Lender"),
the
principal sum of SIX MILLION AND NO/100THS
DOLLARS ($6,000,000.00), or, if less,
the aggregate unpaid amount of the Bridge
Loan made by Lender pursuant to and in
accordance with the applicable provisions of that
certain Amended and Restated
Loan Agreement dated as of November _, 2000 (as the same may be amended,
modified, supplemented or restated from time to time, the "Loan
Agreement"),
between Maker and Lender, together with its successors and assigns, at
the
office of Lender at 9700 West Higgins Road,
Suite 400, Rosemont, Illinois 60018,
or at such other place as the holder
hereof may appoint, plus interest thereon
as set forth below.
This
Bridge Loan Note (this
"Note") is the Bridge Loan Note referred to in
the Loan Agreement and is delivered by Maker to Lender pursuant to and
in
accordance with the applicable provisions
of the Loan Agreement. All capitalized
terms used but not elsewhere defined herein
shall have the respective meanings
ascribed to such terms in the Loan Agreement.
The Principal Balance of this Note shall bear interest at
the per annum
rate of interest set forth in subsection 2.4.1 of the Loan Agreement.
Accrued
and unpaid interest on, and the Principal Balance of,
this Note
shall be paid in the manner set forth in Section 2.5 of
the Loan Agreement.
Interest
shall be: (i) computed on the basis of a
year consisting of 360
days and (ii) charged for the actual
number of days during the period for which
interest is being charged.
During a Default
Rate Period, the Principal Balance of this Note shall bear
interest at the Default Rate, which
interest at such Default Rate shall be paid
by Maker to Lender immediately upon demand.
Subject
to the provisions of Section 8.2 of the Loan Agreement,
at the
election of the holder hereof, upon the occurrence of an Event of
Default,
without further notice or demand, the Principal Balance
of this Note, and all
accrued and unpaid interest thereon, shall be and become
immediately due and
payable in full. Failure to exercise this
option shall not constitute a waiver
of the right to exercise the same in the event of any subsequent
Event of
Default, and such failure shall not be
deemed to establish a custom or course of
dealing or performance between Maker and Lender.
This Note shall
or may be prepaid, in whole or in part, at the times and in
accordance with Section 2.7 of the Loan Agreement.
All funds received by Lender during the existence of
an Event of Default
shall be applied in the manner set forth in
Section 8.4 of the Loan Agreement.
All payments to be made by Maker pursuant to this
Note shall be made in
accordance with the instructions therefor set forth in the Loan Agreement.
Payment shall not be deemed to have been
received by Lender until Lender is in
receipt of Good Funds.
<PAGE>
Notwithstanding
any provision to the contrary contained herein
or in any
other Loan Instrument, Lender shall not collect a rate of interest on any
obligation or liability due and owing by Maker to Lender in excess of
the
maximum contract rate of interest permitted by applicable law. If any such
excess interest is provided for
