Exhibit 10.12(i)


 


 


THIRD AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS


 


 


Dated as of March 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


 

















 


THIRD AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS


 


THIS THIRD
AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS dated as of March 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 and as further amended by that certain Second Amendment to
Certain Operative Agreements dated as of October 4, 2000 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 and
to amend other provisions of the Operative Agreements 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.                                       Appendix
A to the Participation Agreement is hereby amended by adding the following
definitions in correct alphabetical order and deleting any definition being
replaced thereby.


 


“Cherokee Data Center” shall mean the
Property located in or about Tulsa, Oklahoma, as more specifically referenced
in Lease Supplement No. 3 dated as of December 15, 1999 between the Lessor and
the Lessee.


 


“Construction Period Termination Date” shall
mean the earlier of (i) the date that the Commitments have been terminated in
their entirety in accordance with the terms of Section 2.5(a) of the
Credit Agreement, or (ii) (A) except with respect to the Cherokee Data Center,
the thirty (30) month anniversary of the Initial Closing Date and (B) only with
respect to the Cherokee Data Center, June 12, 2002.


 


“EDS” shall mean Electronic Data Systems
Corporation, a Delaware corporation.


 


2.                                       Article
XXI of the Lease is amended and restated in its entirety as follows:


 


ARTICLE XXI


 


Notwithstanding the provisions of Sections
20.1 and 20.2 but only with regard to the Purchase Option pertaining to the
Cherokee Data Center, Lessee may elect upon notice to the Agent that either Lessee
or EDS may purchase the Cherokee Data Center on a Business Day designated by
Lessee upon no less than fifteen (15) days notice to the Agent (or upon such
shorter notice period as is agreeable to the Agent).  To the extent EDS is the purchaser of the Cherokee Data Center,
(a) the documents identified in the second paragraph of Section 20.2 shall be
issued in favor of, on behalf of or with respect to EDS and (b) Lessee shall be
obligated for (i) the payment of any portion of the Termination Value for the Cherokee
Data Center not paid by EDS on the designated purchase date and (ii) the
performance of any and all other obligations of Lessee (in each of its various
capacities) under the Operative Agreements relating to the Cherokee Data
Center.  Notwithstanding the purchase of
the Cherokee Data Center by EDS, Lessee shall continue to be obligated to pay
and perform (or to cause to be paid and performed) all payment, performance and
other obligations of Lessee which by their terms survive expiration or termination
of this Lease (in each of its various capacities) under the Operative
Agreements regarding the Cherokee Data Center or otherwise.


 


3.                                       This
Amendment shall be effective upon (i) execution and delivery of this Amendment
by all parties to this Amendment referenced on the signature pages hereto and
(ii) payment by, or on behalf of, the Lessee of all fees, if any, owing in
connection with this


 


2

















 


Amendment, including without
limitation, to each consenting Lender and Holder that executes and delivers
this Amendment, a nonrefundable amendment fee equal to such ratable portion of
such Lender or Holder in the product of (a) $100,000,000 multiplied by (b) 20
basis points, which fees shall be deemed fully earned and due and payable on
the effective date of this Amendment.


 


4.                                       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).


 


5.                                       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.


 


6.                                       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.


 


7.                                       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.


 


8.                                       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.


 


9.                                       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, EXCEPT THAT TO THE EXTENT THIS AMENDMENT AMENDS THE TRUST
AGREEMENT, SUCH PORTION OF THIS AMENDMENT AMENDING THE TRUST AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF UTAH.


 


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[Remainder of Page Intentionally Left Blank]


 


 


4

















 


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/ James E. Murphy

  	
   

  
	
   

  	
  Name:

  	
  James E. Murphy

  	
   

  
	
   

  	
  Title:

  	
  SVP, Corp Dev & Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


[signatures pages continue]


 


 


5

















 


 


	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


6

















 


 


	
  AGENT AND LENDERS:

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John E. Williams

  	
   

  
	
   

  	
  Name:

  	
  John E. Williams

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


7

















 


 


	
   

  	
  CITIBANK, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gaylord C. Holmes

  	
   

  
	
   

  	
  Name:

  	
  Gaylord C. Holmes

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


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  FIRST UNION NATIONAL BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura B. Smith

  	
   

  
	
   

  	
  Name:

  	
  Laura B. Smith

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Dickerhof

  	
   

  
	
   

  	
  Name:

  	
  J. Dickerhof

  	
   

  
	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Maffei

  	
   

  
	
   

  	
  Name:

  	
  Frank Maffei

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


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  JPMORGAN CHASE BANK (formerly known as

  MORGAN GUARANTY TRUST COMPANY OF 

  NEW YORK), as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mae Reeves

  	
   

  
	
   

  	
  Name:

  	
  Mae Reeves

  	
   

  
	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


11

















 


 


	
   

  	
  SUNTRUST BANK, ATLANTA, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank A. Coe

  	
   

  
	
   

  	
  Name:

  	
  Frank A. Coe

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


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  THE BANK OF NEW YORK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David T. Sunderwirth

  	
   

  
	
   

  	
  Name:

  	
  David T. Sunderwirth

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


13

















 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Bertino

  	
   

  
	
   

  	
  Name:

  	
  Brent Bertino

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


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  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


15

















 


 


	
  HOLDERS:

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John E. Williams

  	
   

  
	
   

  	
  Name:

  	
  John E. Williams

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


16

















 


 


	
   

  	
  CITICORP DEL-LEASE INC., as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert F. Carr

  	
   

  
	
   

  	
  Name:

  	
  Robert F. Carr

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


17

















 


 


	
   

  	
  FIRST UNION NATIONAL BANK, as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura B. Smith

  	
   

  
	
   

  	
  Name:

  	
  Laura B. Smith

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


18

















 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Dickerhof

  	
   

  
	
   

  	
  Name:

  	
  J. Dickerhof

  	
   

  
	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Maffei

  	
   

  
	
   

  	
  Name:

  	
  Frank Maffei

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


19

















 


 


	
   

  	
  JPMORGAN CHASE BANK (formerly known as

  MORGAN GUARANTY TRUST COMPANY OF 

  NEW YORK), as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mae Reeves

  	
   

  
	
   

  	
  Name:

  	
  Mae Reeves

  	
   

  
	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


20

















 


 


	
   

  	
  SUNTRUST BANK, ATLANTA, as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank A. Coe

  	
   

  
	
   

  	
  Name:

  	
  Frank A. Coe

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


21

















 


 


	
   

  	
  THE BANK OF NEW YORK, as a Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David T. Sunderwirth

  	
   

  
	
   

  	
  Name:

  	
  David T. Sunderwirth

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


22

















 


 


	
   

  	
  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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