BRIDGE LOAN NOTE
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.
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