Exhibit 10.12(j)


 


 


FOURTH AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS


 


 


Dated as of June 11, 2002


 


 


among


 


 


SABRE INC.,


as the Construction Agent and as the Lessee,


 


 


WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION


(formerly known as First Security Bank, National Association),


not individually, except as expressly stated herein,


but solely as the Owner Trustee under the TSG Trust 1999-1,


 


 


THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES

HERETO FROM TIME TO TIME,

as the Holders,


 


 


THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES

HERETO FROM TIME TO TIME,

as the Lenders,


 


 


and


 


 


BANK OF AMERICA, N.A.,


as the Agent for the Lenders


and respecting the Security Documents,


as the Agent for the Lenders and the Holders,


to the extent of their interests


 












 


BANC OF AMERICA SECURITIES LLC,


as Lead Arranger and Sole Book Manager


 

















 


FOURTH AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS


 


THIS FOURTH
AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS dated as of June 11, 2002 (this “Amendment”)
is by and among SABRE INC., a Delaware corporation (the “Lessee” or the
“Construction Agent”); WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
(formerly known as First Security Bank, National Association), a national
banking association, not individually (in its individual capacity, the “Trust
Company”), except as expressly stated in the Participation Agreement
(hereinafter defined), but solely as the Owner Trustee under the TSG Trust
1999-1 (the “Owner Trustee”, the “Borrower” or the “Lessor”);
the various banks and other lending institutions which are parties to the
Participation Agreement from time to time as holders of certificates issued
with respect to the TSG Trust 1999-1 (subject to the definition of Holders in Appendix
A to the Participation Agreement, individually, a “Holder” and
collectively, the “Holders”); the various banks and other lending
institutions which are parties to the Participation Agreement from time to time
as lenders (subject to the definition of Lenders in Appendix A to the
Participation Agreement, individually, a “Lender” and collectively, the
“Lenders”); and BANK OF AMERICA, N.A., a national banking association,
as the agent for the Lenders and respecting the Security Documents, as the
agent for the Lenders and the Holders, to the extent of their interests (in
such capacity, the “Agent”).


 


Capitalized
terms used but not otherwise defined in this Amendment shall have the meanings
set forth in Appendix A to the Participation Agreement dated as of
September 14, 1999, by and among the Lessee, the Construction Agent, the Owner
Trustee, the Holders which were parties thereto, the Lenders which were parties
thereto and the Agent (as amended by that certain First Amendment and
Restatement of Operative Agreements dated as of December 15, 1999, as further
amended by that certain Second Amendment to Certain Operative Agreements dated
as of October 4, 2000 and as further amended by that certain Third Amendment to
Certain Operative Agreements dated as of March 11, 2002, each of which was by
and among the Lessee, the Construction Agent, the Owner Trustee, the Holders
which were parties thereto, the Lenders which were parties thereto and the
Agent and as hereinafter amended, modified, extended, supplemented, restated
and/or replaced from time to time, the “Participation Agreement”).


 


R E C I T A L S


 


WHEREAS, the
parties to this Amendment are parties to the Participation Agreement and
certain of the parties to this Amendment are parties to the other Operative
Agreements relating to a $310 million lease facility (the “Facility”)
that has been established in favor of the Lessee;


 


WHEREAS, the
parties to this Amendment have agreed to modify the Participation Agreement on
the terms and conditions set forth herein;


 

















 


A G R E E M E N T


 


NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


 


1.                                       The
definition of “Construction Period Termination Date” in Appendix A to
the Participation Agreement is hereby amended by deleting the reference therein
to “June 12, 2002” and replacing such reference with “June 14, 2002”.


 


2.                                       Upon
execution and delivery of this Amendment by all parties to this Amendment
referenced on the signature pages hereto, this Amendment shall be effective as
of June 11, 2002.


 


3.                                       Within
ten (10) days of any receipt from the Agent of any requested documentation, the
Lessee shall promptly cause to be executed, acknowledged or delivered all such
further conveyances and documents as the Agent may reasonably request in order
to carry out and effectuate the intent and purposes of this Amendment, the
other Operative Agreements and the transactions contemplated hereby and thereby
(including, without limitation, the preparation, execution and filing of
Mortgage Instruments and other filings or registrations which the Agent hereto
may from time to time request to be filed or effected).


 


4.                                       The
parties hereto agree that, notwithstanding any heading or title to this
Amendment, all of the terms and provisions of the Operative Agreements
(including Schedules and Exhibits thereto) shall remain in full force and
effect except as modified by this Amendment. 
All references in any Operative Agreement to the Operative Agreements
shall henceforth include references to the Operative Agreements, as modified
and amended by this Amendment, and as may, from time to time, be further
amended or modified in accordance with the terms thereof.


 


5.                                       The
Borrower and the Lessee, as applicable, affirm the liens and security interests
created and granted in the Security Documents and in any other Operative
Agreement and agree that this Amendment shall in no manner adversely affect or
impair such liens and security interests.


 


6.                                       The
Lessee agrees to pay (or to cause to be paid) all reasonable costs and expenses
of the Agent in connection with the preparation, execution and delivery of this
Amendment, including, without limitation, the reasonable fees and expenses of
Moore & Van Allen, PLLC.


 


7.                                       This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart.


 


8.                                       THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS.


 


2

















 


[Remainder of Page Intentionally Left Blank]


 


 


3

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective officers thereunto duly authorized as of the day and year
first above written.


 


 


	
  CONSTRUCTION AGENT AND LESSEE:

  	
  SABRE INC., as the Construction Agent and as the Lessee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffery M. Jackson

  	
   

  
	
   

  	
  Name:

  	
  Jeffery M. Jackson

  	
   

  
	
   

  	
  Title:

  	
  EVP & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


[signatures pages continue]


 


 


4

















 


 


	
  OWNER TRUSTEE AND LESSOR:

  	
  WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION (formerly known as
  First Security Bank, National Association), not individually, except as
  expressly stated herein, but solely as the Owner Trustee under the TSG Trust
  1999-1

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Val T. Orton

  	
   

  
	
   

  	
  Name:

  	
  Val T. Orton

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


5

















 


 


	
  AGENT AND LENDERS:

  	
  BANK OF AMERICA, N.A., as a Lender and as the Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B. Kenneth Burton, Jr.

  	
   

  
	
   

  	
  Name:

  	
  B. Kenneth Burton, Jr.

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


6

















 


 


	
   

  	
  CITIBANK, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gaylord C. Holmes

  	
   

  
	
   

  	
  Name:

  	
  Gaylord C. Holmes

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


7

















 


 


	
   

  	
  FIRST UNION NATIONAL BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura B. Smith

  	
   

  
	
   

  	
  Name:

  	
  Laura B. Smith

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


8

















 


 


	
   

  	
  BANCA COMMERCIALE ITALIANA - LOS ANGELES FOREIGN BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack Dickerhof

  	
   

  
	
   

  	
  Name:

  	
  Jack Dickerhof

  	
   

  
	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Maffei

  	
   

  
	
   

  	
  Name:

  	
  Frank Maffei

  	
   

  
	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


9

















 


 


	
   

  	
  JPMORGAN CHASE BANK (formerly known as Morgan Guaranty Trust Company
  of New York), as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mae Reeves

  	
   

  
	
   

  	
  Name:

  	
  Mae Reeves

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


10

















 


 


	
   

  	
  SUNTRUST BANK, ATLANTA, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. John Wendler

  	
   

  
	
   

  	
  Name:

  	
  W. John Wendler

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


11

















 


 


	
   

  	
  THE BANK OF NEW YORK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Sunderwirth

  	
   

  
	
   

  	
  Name:

  	
  David Sunderwirth

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


12

















 


 


	
   

  	
  WELLS FARGO BANK (TEXAS), N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Bertino

  	
   

  
	
   

  	
  Name:

  	
  Brent Bertino

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


13

















 


 


	
   

  	
  KBC BANK N.V., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Snauffer

  	
   

  
	
   

  	
  Name:

  	
  Robert Snauffer

  	
   

  
	
   

  	
  Title:

  	
  First Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Raskin

  	
   

  
	
   

  	
  Name:

  	
  Eric Raskin

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


14

















 


 


	
  HOLDERS:

  	
  BANK OF AMERICA, N.A., as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B. Kenneth Burton, Jr.

  	
   

  
	
   

  	
  Name:

  	
  B. Kenneth Burton, Jr.

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


15

















 


 


	
   

  	
  CITICORP DEL-LEASE INC., as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward S. Mundy

  	
   

  
	
   

  	
  Name:

  	
  Edward S. Mundy

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


16

















 


 


	
   

  	
  WACHOVIA BANK NATIONAL ASS'N.

  as successor in interst to

  FIRST UNION NATIONAL BANK, as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura B. Smith

  	
   

  
	
   

  	
  Name:

  	
  Laura B. Smith

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


17

















 


 


	
   

  	
  IntesaiBai, Los Angeles Foreign Branch,

  as successor to BANCA COMMERCIALE ITALIANA - LOS ANGELES FOREIGN BRANCH, as a
  Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack Dickerhof

  	
   

  
	
   

  	
  Name:

  	
  Jack Dickerhof

  	
   

  
	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Maffei

  	
   

  
	
   

  	
  Name:

  	
  Frank Maffei

  	
   

  
	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


18

















 


 


	
   

  	
  JPMORGAN CHASE BANK (formerly known as Morgan Guaranty Trust Company
  of New York), as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mae Reeves

  	
   

  
	
   

  	
  Name:

  	
  Mae Reeves

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


19

















 


 


	
   

  	
  SUNTRUST BANK, ATLANTA, as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. John Wendler

  	
   

  
	
   

  	
  Name:

  	
  W. John Wendler

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


20

















 


 


	
   

  	
  THE BANK OF NEW YORK, as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Sunderwirth

  	
   

  
	
   

  	
  Name:

  	
  David Sunderwirth

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


21

















 


 


	
   

  	
  WELLS FARGO BANK (TEXAS), N.A., as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Bertino

  	
   

  
	
   

  	
  Name:

  	
  Brent Bertino

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


[signatures pages end]


 


 


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