EXHIBIT 4.7
Sabre, Inc.
Amen Center Blvd.
MD 4224
Xxxx Xxxxx, XX 00000
November 12, 2001
800 Travel Systems, Inc.
0000 Xxxx Xxx., Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, CEO
Re: Term Note Agreement (the "Term Note Agreement"), dated January 22,
2001, between 800 Travel Systems, Inc. (the "Company") and Sabre Inc.
("Sabre")
Gentlemen:
You have advised that as of the fiscal quarter ended September 30, 2001, the
Company was not in compliance with (a) the financial covenants contained in
subparagraphs 2.(b)(i),(ii) and (iii) to Schedule 7(i) to the Term Note
Agreement, and (b) the negative covenant in subparagraph 1.(f) to Schedule 7(i)
to the Term Note Agreement, and you have requested that Sabre waive the
Company's noncompliance therewith for the fiscal quarter ended September 30,
2001 and for the next fiscal quarter ending December 31, 2001.
Please be advised that upon consideration of your request, Sabre hereby agrees
to waive compliance by the Company with (a) the financial covenants contained in
subparagraphs 2.(b)(i), (ii) and (iii) to Schedule 7(i) to the Term Note
Agreement, and (b) the negative covenant in subparagraph 1.(f) to Schedule 7(i)
to the Term Note Agreement, for the fiscal quarter ended September 30, 2001 and
for the next fiscal quarter ending December 31, 2001, upon the following terms
and conditions:
a. This waiver is limited to those items specifically set forth
above and the remaining terms of the Term Note Agreement,
including without limitation all security interests in the
Sabre Collateral (as defined in the Term Note Agreement),
remain in full force and effect;
b. This waiver letter contains the entire understanding of the
parties with respect to the subject matter hereof, and no
other representations, promises, agreements or understandings
regarding the subject matter hereof shall be of any force or
effect unless in writing executed by Sabre; and
c. This waiver letter shall not be construed so as to confer any
right or benefit upon any other person or entity other than
the Company.
SABRE INC.
By /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Senior Vice President, Corporate Development and Treasurer
