EXHIBIT 10.2
February 11, 2002
Navigant International, Inc.
00 Xxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
Re: Second Amendment to Note Purchase Agreements
Ladies and Gentlemen:
Reference is made to (1) the Note Purchase Agreement, dated as of November
15, 2000, by and between Navigant International, Inc., a Delaware corporation
(the "Company"), and The Prudential Insurance Company of America, (2) the Note
Purchase Agreement, dated as of November 15, 2000, by and between the Company,
on the one hand, and Security Life of Denver Insurance Company, USG Annuity &
Life Company, Northern Life Insurance Company, Reliastar Life Insurance Company,
Reliastar Life Insurance Company of New York and Security Connecticut Life
Insurance Company, on the other hand, (3) the Note Purchase Agreement, dated as
of November 15, 2000, by and between the Company and Teachers Insurance and
Annuity Association of America, (4) the Note Purchase Agreement, dated as of
November 15, 2000, by and between the Company and The Guardian Life Insurance
Company of America and (5) the Note Purchase Agreement, dated as of November 15,
2000, by and between the Company and Hartford Life Insurance Company (as amended
and as further amended from time to time, each a "Note Purchase Agreement";
collectively, the "Note Purchase Agreements"). Capitalized terms not defined
herein shall have the meanings given to such terms in the Note Purchase
Agreements.
Pursuant to the request of the Company and the provisions of Section 17.1
of the Note Purchase Agreements, each of the undersigned agrees to amend the
respective Note Purchase Agreement to which it is a party, subject to the
conditions and in reliance on the representations and warranties and agreements
set forth herein.
In consideration of the foregoing recitals, the parties hereto agree as
follows:
1. Amendments to Note Purchase Agreements.
1.1 Section 10.2 of each Note Purchase Agreement is amended to insert
the following language in clause (a) thereof immediately following the semi-
colon: "provided that if the Restricted Subsidiary that is merged is a
Guarantor, then any Wholly-Owned Restricted
Navigant International, Inc.
February 11, 2002
Page Two
Subsidiary into which such Restricted Subsidiary merges shall be a Guarantor
immediately prior to consummation of such merger;"
1.2 Section 10.5 of each Note Purchase Agreement is amended and
restated in its entirety effective December 31, 2001, as follows:
10.5 Debt to EBITDA.
The Company will not permit the ratio of: (i) Consolidated Debt
at any time during the applicable period set forth below; to (ii)
Consolidated EBITDA, based upon the financial statements of the Company and
its Restricted Subsidiaries for the then most recently completed four
fiscal quarters, to be greater than the applicable amounts set forth
opposite the periods below:
Period Ratio
------ -----
December 31, 2001 through March 30, 2002 4.00:1.00
March 31, 2002 through June 29, 2002 4.80:1.00
June 30, 2002 through September 29, 2002 5.35:1.00
September 30, 2002 through December 30, 2002 4.10:1.00
December 31, 2002 3.75:1.00
Thereafter 2.75:1.00
1.3 Section 10.6 of each Note Purchase Agreement is amended and
restated in its entirety effective as of December 31, 2001, as follows:
10.6 Fixed Charge Coverage Ratio.
The Company will not permit, at the end of any fiscal quarter of
the Company, based upon the financial statements of the Company and
Restricted Subsidiaries for the most recently completed four fiscal
quarters, the ratio of: (i) an amount equal to the sum of (a) Consolidated
EBITDA plus (b) expenses in respect of operating leases and rent; to (ii)
an amount equal to (A) Consolidated Fixed Charges plus (B) all earnout
payments, to be less than the applicable amounts set forth opposite the
periods below:
Fiscal Quarter Ended Ratio
-------------------- -----
December 31, 2001 2.00:1.00
March 31, 2002 and June 30, 2002 1.75:1.00
Thereafter 2.00:1.00
Navigant International, Inc.
February 11, 2002
Page Three
1.4 Each of Sections 9.10 and 10.14 of each Note Purchase Agreement
is deleted in its entirety.
1.5 The definition of the term "Certificate" is deleted from the list
of definitions set forth in Schedule B of each Note Purchase Agreement.
1.6 The definition of the term "Permitted Investments" is amended to
delete the term "$750,000" contained in clause (h) thereof, and to replace such
term with "$700,000".
1.7 The definition of the term "Restricted Subsidiary" is amended to
insert the phrase ", subject to its prior receipt of the written consent of the
Required Holders," in the third line thereof immediately after the word "not".
1.8 The definition of the term "Unrestricted Subsidiary" is amended
to insert the phrase ", subject to its prior receipt of the written consent of
the Required Holders," in the first line thereof immediately after the word
"Company".
2. Conditions to Effectiveness. The effectiveness of the foregoing
amendments is subject to (a) the receipt by each holder of Notes of a copy of an
amendment to the Bank Credit Agreement, in the form of Exhibit A attached hereto
(the "Bank Amendment"), duly executed and delivered by the requisite number of
lenders under the Bank Credit Agreement to render the Bank Amendment effective
and Bank of America, as agent thereunder (collectively, the "Bank Group"), which
shall have become effective prior to or concurrent with the effectiveness of the
amendments under this letter agreement, (b) the receipt by each holder of Notes
of an amendment fee, in immediately available funds, in an amount equal to 0.25%
of the aggregate outstanding principal amount of Notes held by such Person at
the time such fee is received, (c) the receipt by Xxxxxx Godward LLP of its
legal fees and costs in connection with the preparation, negotiation, execution
and delivery of this amendment letter, (d) the receipt by each holder of Notes
of (1) joinders sufficient to add Scheduled Airlines Traffic Offices, Inc. as a
Guarantor under the Multiparty Guaranty and as a party to the Intercreditor
Agreement and (2) the certificates, legal opinion and other documents required
to be delivered with respect to Scheduled Airlines Traffic Offices, Inc. and
Mutual Travel, Inc. pursuant to the terms of Section 9.7 of the Note Purchase
Agreements, (e) the receipt by each holder of Notes of evidence that all
amendments to any UCC financing statement necessary to reflect any changes in
the debtor's name, and all other instruments and documents necessary or
desirable to maintain the perfected status of the security interests created
under the Collateral Documents, have been delivered to the Collateral Agent and
(f) the receipt by each holder of Notes of all certificates of merger and
similar corporate documents and all documents effecting any change of the legal
name of any of the Company or any Subsidiary, in each case related to the
Restructuring (as defined below).
Navigant International, Inc.
February 11, 2002
Page Four
3. Representations and Warranties. The Company hereby certifies that
(a) each of the representations and warranties set forth in Section 5 of each
Note Purchase Agreement is true, correct and complete as of the date hereof and
as of the effectiveness of the foregoing amendments (except to the extent such
representations and warranties expressly relate to another date, in which case
such representations and warranties are true, correct and complete as of such
other date), (b) no Default or Event of Default under any Note Purchase
Agreement will exist upon giving effect to this letter amendment and the Bank
Amendment, (c) the Bank Group is not receiving any remuneration for the Bank
Amendment except as set forth in the Bank Amendment and (d) set forth as Exhibit
B is a true, correct and complete schedule setting forth all corporate
restructurings and name changes of the Company and its Subsidiaries since the
date of the Note Purchase Agreements (the "Restructuring"), setting forth
specifically (i) the original legal names of each of the Company and its
Subsidiaries, (ii) the jurisdiction of organization of each such entity, (iii)
the current legal name of each such entity if its name has been changed and (iv)
if such entity has merged into another Subsidiary or other entity, the current
legal name of the entity into which such entity has merged.
4. Additional Covenants of the Company. In consideration of the
foregoing amendments, the Company hereby covenants and agrees that:
(a) Until the date (such date referred to as the "Trigger Date") when
(1) no Default or Event of Default exists, (2) the Company would be in
compliance with all covenants in the Transaction Documents as in effect on the
date of the Closing and (3) the Company shall have delivered to each holder of
Notes a certificate of a Senior Financial Officer certifying as to the matters
described in clauses (1) and (2) of this sentence, together with the information
(including detailed calculations) required in order to establish the matters
being certified, notwithstanding Section 10.9, Section 10.11 and Section 10.12
of the Note Purchase Agreements or any other provision to the contrary therein
or in the other Transaction Documents, the Company will not, and will not permit
any of its Restricted Subsidiaries to: (A) lend money or extend credit or make
advances to any Person, or purchase or acquire any capital stock, obligations or
securities of, or any other interest in, or make any capital contribution to, or
otherwise make an Investment in, any Person except for Allowed Investments (as
defined below); (B) at any time declare or make, or incur any liability to
declare or make, any Restricted Payment; or (C) acquire (x) all or any portion
of the capital stock or other ownership interest in any Person, or any other
securities convertible into or exchangeable for, or warrants exercisable for,
the capital stock or other ownership interest in any such Person or (y) all or
any substantial portion of the assets, property or operations of a Person;
provided, however, that the Company or a Restricted Subsidiary may make
acquisitions otherwise prohibited by this clause (C) and/or the immediately
preceding clause (A) if the aggregate Fair Market Value of the aggregate
consideration given by the Company and its Restricted Subsidiaries in the
transaction or series of transactions constituting such acquisition does not
exceed $3 million and if such consideration is comprised solely of (i) capital
stock of the Company and/or (ii) earnout payments provided that
Navigant International, Inc.
February 11, 2002
Page Five
such earnout payments shall be funded exclusively from the revenues of the
Person acquired in such acquisition (or from the assets, property or operations
acquired in such acquisition) that are booked after the consummation of the
applicable acquisition, and for the two-year period immediately following such
acquisition, the maximum amount of such earnout payments shall not exceed 15% of
the revenues of the Person acquired in such acquisition (or from the assets,
property or operations acquired in such acquisition). Until the fiscal quarter
immediately following the fiscal quarter in which the Trigger Date occurs,
within 45 days after the end of each quarterly fiscal period in each fiscal year
of the Company, the Company shall deliver to each holder of Notes a report with
respect to each acquisition made during such quarter, detailing the aggregate
consideration paid in such acquisition, the form of consideration, and the
revenues for such quarter of each Person (or assets, property or operations)
acquired after the date of this letter agreement.
For purpose of the restriction set forth in clause (A) of this Section 4,
the term "Allowed Investments" means Investments which are: (a) cash or Cash
Equivalents; (b) accounts receivable created, acquired or made in the ordinary
course of the business of the Company and its Restricted Subsidiaries and
payable or dischargeable in accordance with customary trade terms; (c) capital
stock, obligations, securities or other property received in settlement of
accounts receivable described in the immediately preceding clause (b) from
bankrupt obligors; (d) Investments existing as of the Closing and described on
Schedule 10.11; (e) Guaranties made by the Company in support of the obligations
of a Restricted Subsidiary or made by a Restricted Subsidiary in support of the
obligations of the Company or another Restricted Subsidiary; (f) acquisitions to
the extent permitted by clause (C) of this Section 4(a); (g) advances or loans
to employees, directors, officers or agents not to exceed $700,000 in the
aggregate at any time outstanding; (h) advances or loans to customers or
suppliers that do not exceed $750,000 in the aggregate at any time outstanding;
(i) Investments by the Company or any Restricted Subsidiary in and to the
Company or domestic wholly-owned Restricted Subsidiaries (other than E-Commerce
Subsidiaries); and (j) other Investments of a nature not contemplated in the
foregoing subsections in an amount not to exceed $500,000 in the aggregate at
any time outstanding.
(b) Until the fiscal quarter immediately following the fiscal quarter
in which the Trigger Date occurs, the Company will not, and will not permit any
of its Restricted Subsidiaries to, make or commit to make Consolidated Capital
Expenditures during any fiscal quarter in an aggregate amount in excess of
$2,000,000 plus the unused amount available for Consolidated Capital
----
Expenditures under this covenant for the immediately preceding fiscal quarter
(excluding any carry-forward available from any prior fiscal quarter and
provided that, with respect to any fiscal quarter, Consolidated Capital
Expenditures made during such fiscal quarter shall be deemed to be made first
with respect to the applicable limitation for such fiscal quarter and then with
respect to any carry-forward from the immediately preceding fiscal quarter). For
purpose of this covenant, "Consolidated Capital Expenditures" means, for any
period for the Company and its Restricted Subsidiaries, without duplication, all
expenditures
Navigant International, Inc.
February 11, 2002
Page Six
(whether paid in cash or other consideration) during such period that, in
accordance with GAAP, are or should be included in additions to property, plant
and equipment or similar items reflected in the consolidated statement of cash
flows for such period; provided that Consolidated Capital Expenditures shall not
include, for purposes hereof, expenditures of proceeds of insurance settlements,
condemnation awards and other settlements in respect of lost, destroyed, damaged
or condemned assets, equipment or other property to the extent such expenditures
are made to replace or repair such lost, destroyed, damaged or condemned assets,
equipment or other property or otherwise to acquire assets or properties useful
in the business of the Company and its Restricted Subsidiaries within 12 months
of receipt of such proceeds.
(c) Until the Trigger Date, the Company shall deliver to each holder
of Notes by the end of business on Tuesday of each week, a report with respect
to the immediately preceding week, summarizing the volume of transactions
processed as compared to the comparable period in the immediately preceding
year.
(d) The Company shall not (other than pursuant to the Bank Amendment)
amend, supplement or modify, or permit the amendment, supplement or modification
of, the Bank Credit Agreement without the written consent of the Required
Holders.
(e) Each of Section 7.9(a) (Consolidated Leverage Ratio), 7.9(b)
(Consolidated Fixed Charge Coverage Ratio), 7.9(c) (Consolidated Net Worth) and
7.9(f) (Minimum Consolidated EBITDA) (including in each case, solely for purpose
of computing the covenants so incorporated, the related definitions) of the Bank
Credit Agreement as in effect at the time of the effectiveness of this letter
agreement (after giving effect to the Fourth Amendment to the Bank Credit
Agreement, dated as of February 8, 2002) (collectively, the "Incorporated
Financial Covenants") are incorporated herein by reference with the same effect
as if stated at length herein. Each of the Company and the Guarantors covenants
and agrees that the Incorporated Financial Covenants shall be as binding on the
Company and the Guarantors as if set forth fully herein; provided that any
amendment, supplement, restatement or other modification of Section 7.9(a)
(Consolidated Leverage Ratio), 7.9(b) (Consolidated Fixed Charge Coverage Ratio)
and 7.9(c) (Consolidated Net Worth) (including in each case, solely for purpose
of computing the covenants so incorporated, the related definitions) of the Bank
Credit Agreement after the time of the effectiveness of this letter agreement
shall not be effective with respect to the Incorporated Financial Covenants
unless such amendment, supplement, restatement or other modification is approved
by the Required Holders.
(f) Notwithstanding anything to the contrary in Section 11 of the
Note Purchase Agreements, the breach of any covenant set forth in Section 4 of
this amendment letter shall constitute an immediate Event of Default.
Navigant International, Inc.
February 11, 2002
Page Seven
5. Consent to Fire Vine Acquisition. The Company has requested the
undersigned to consent to the purchase by the Company of all, and not less than
all, of the membership interests of FireVine, LLC (formerly known as
XxxxxxxxXxxxxxxxx.xxx, LLC) held on or prior to the date hereof by parties other
than the Company for aggregate consideration not to exceed $14,062,500, which
consideration may be paid in cash (the "FireVine Acquisition"). The Company
represents and warrants that it paid $3,500,000 of such purchase price in cash
on or about December 12, 2001 and $7,000,000 of such purchase price in cash on
or about December 31, 2001 (collectively, the "Prior Payments"). The Company
further represents and warrants that it is required to pay the remaining
$3,562,500 of such purchase price in cash on or before March 31, 2002 (the
"Remaining Payment"). Notwithstanding anything to the contrary in this letter
agreement or the other Transaction Documents, the undersigned hereby consent to
the FireVine Acquisition, including the making of the Prior Payments and the
Remaining Payment. Each of the undersigned agrees that FireVine, LLC, as of
December 31, 2001, shall be designated a Restricted Subsidiary.
6. Waiver. Each of the undersigned holders of Notes waives any
Default or Event of Default that has occurred due to (i) the failure of the
Company to cause SATO Travel Holding Co., Inc. and Scheduled Airlines Traffic
Offices, Inc. to become Guarantors under the Multiparty Guaranty concurrent with
such entities' becoming guarantors under the Bank Agreement on October 19, 2001,
and to deliver the various certificates, opinions and other documents in
connection therewith, all in accordance with the requirements of Section 9.7 of
the Note Purchase Agreements, (ii) the failure of the Company to cause Mutual
Travel, Inc. to deliver the various certificates, opinion and other documents in
connection with its becoming a Guarantor under the Multiparty Guaranty on
October 10, 2001 and (iii) the failure of the Grantors (as defined in the
Security Agreement) to give 30 days' prior written notice of the various changes
in identity, name and corporate structure in connection with the Restructuring
in accordance with the requirements of Section 7.3 of the Security Agreement.
7. Additional Consideration. As consideration for the foregoing
amendments, on February 20, 2002, May 20, 2002, August 20, 2002 and November 20,
2002 (or, in each case, the next succeeding Business Day if such date is not a
Business Day), the Company shall pay in immediately available funds to each
holder of Notes (and each other Person who was a holder of Notes at any time
during the fiscal quarter most recently ended as of such payment date) a fee
equal to the average unpaid aggregate principal balance of such holder's (or
other Person's) Notes during the fiscal quarter most recently ended on such
payment date multiplied by a quotient, where the numerator is the number of days
during such fiscal quarter that such holder (or other Person) held its Notes and
the denominator is 360, multiplied by the applicable number of basis points per
annum set forth below (provided that the applicable number of basis points with
respect to the fee to be paid on February 20, 2002 shall be deemed to be 125)
based on the ratio of: (i) Consolidated Debt at the end of the fiscal quarter of
the Company most recently ended on the applicable payment date; to (ii)
Consolidated EBITDA, based upon the financial
Navigant International, Inc.
February 11, 2002
Page Eight
statements of the Company and its Restricted Subsidiaries for the four fiscal
quarter period most recently ended on the applicable payment date. An Event of
Default shall occur if the Company defaults in any payment of the fee required
under this Section 5 for more than five Business Days after the same becomes due
and payable.
Debt to EBITDA Basis Points Per Annum
-------------- ------------------------
4.00:1.00 or greater 125
* 3.75:1.00 ** 4.00:1.00 100
* 3.50:1.00 ** 3.75:1.00 75
* 3.00:1.00 ** 3.50:1.00 50
* 2.75:1.00 ** 3.00:1.00 25
** 2.75:1.00 None
* denotes more than or equal to
** denotes less than
Notwithstanding the foregoing, if on any date when such fee is payable the
financial statements and certificate of a Senior Financial Officer necessary to
compute such fee in accordance with the immediately preceding sentence have not
been delivered to each holder of Notes pursuant to the requirements of Section
7.1 and 7.2, respectively, of the Note Purchase Agreements, then the number of
basis points to compute the amount of the fee payable on such date shall be
deemed to be 125.
8. No Waiver. The amendments, consent, waivers and agreements set
forth in this letter amendment shall be limited precisely as written and shall
not be deemed to be (a) an amendment, consent or waiver of any other terms or
conditions of any Note Purchase Agreement or any other Transaction Document, (b)
a waiver of any right or remedy of the holders of the Notes pursuant to the
Transaction Documents or (c) a consent to any future amendment, consent or
waiver of any provision of the Note Purchase Agreements or any other Transaction
Document. Except as expressly set forth in this letter amendment, each Note
Purchase Agreement and the other Transaction Documents shall continue in full
force and effect.
9. Counterparts; Effectiveness. This letter amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all of which counterparts together shall constitute but
one and the same instrument.
Navigant International, Inc.
February 11, 2002
Page Nine
Very truly yours,
The Prudential Insurance Company of America
By:_______________________________
Name:_____________________________
Title:____________________________
Security Life of Denver Insurance
Company
USG Annuity & Life Company
Northern Life Insurance Company
Reliastar Life Insurance Company
Reliastar Life Insurance Company Of New York
Security Connecticut Life Insurance Company
By: ING Investment Management LLC, as Agent
of each of the foregoing
By:_______________________________
Name:_____________________________
Title:____________________________
Teachers Insurance and Annuity Association
Of America
By:_______________________________
Name:_____________________________
Title:____________________________
The Guardian Life Insurance Company Of
America
By:_______________________________
Name:_____________________________
Title:____________________________
Navigant International, Inc.
February 11, 2002
Page Ten
Hartford Life Insurance Company
By: Hartford Investment Services, Inc.,
its agent and attorney-in-fact
By:____________________________
Name:__________________________
Title:_________________________
Navigant International, Inc.
February 11, 2002
Page Eleven
The foregoing is hereby accepted and agreed to
as of the date first above written.
Navigant International, Inc., a Delaware corporation
By:__________________________
Name:________________________
Title:_______________________
The undersigned Guarantors consent and agree to the foregoing.
NAVIGANT INTERNATIONAL/NORTH CENTRAL, INC.,
an Illinois corporation
NAVIGANT INTERNATIONAL/SOUTHWEST, LLC,
a Delaware limited liability company
CORNERSTONE ENTERPRISES, INC.,
a Massachusetts corporation
ENVISION VACATIONS, INC.,
a Michigan corporation
NAVIGANT INTERNATIONAL/SOUTHEAST, INC.,
a North Carolina corporation
NAVIGANT INTERNATIONAL/NORTHEAST, INC.,
a Connecticut corporation
NAVIGANT INTERNATIONAL UK HOLDINGS, INC.
a Delaware corporation
NAVIGANT CRUISE CENTER, INC.,
a Delaware corporation
NAVIGANT INTERNATIONAL/ROCKY MOUNTAIN, INC.,
a Colorado corporation
SCHEDULED AIRLINES TRAFFIC OFFICES, INC.,
a Delaware corporation
NAVIGANT INTERNATIONAL/NORTHWEST, INC.,
a Washington corporation
By:_________________________
Name: Xxxxxx X. Xxxx, Xx.
Title: Vice President of each
of the foregoing Guarantors
Navigant International, Inc.
February 11, 2002
Page Twelve
NAVIGANT INTERNATIONAL/SOUTH CENTRAL, LP,
a Texas limited partnership
By: ATLAS TRAVEL GP, INC.,
a Texas corporation
By:________________________________
Name: Xxxxxx X. Xxxx, Xx.
Title: Vice President
Exhibit A
Bank Amendment
Exhibit B
Restructuring Matters
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State of
Company Formation Action
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1. Navigant International, Inc. Delaware No Action
----------------------------------------------------------------------------------------------------------------------------------
2. Akra Travel, Inc. Florida Merged into First Travelcorp, Inc. as of 12/31/00
----------------------------------------------------------------------------------------------------------------------------------
3. AQUA Software Products, Inc. California Stock transferred to Navigant International, Inc.
----------------------------------------------------------------------------------------------------------------------------------
4. Xxxxxxxxx Travel Center, Inc. Illinois Changed name to Navigant International/North Central, Inc. as
of 12/30/01
----------------------------------------------------------------------------------------------------------------------------------
5. Associated Travel Services, LLC Delaware Changed name to Navigant International/Southwest, LLC as of
12/30/01
----------------------------------------------------------------------------------------------------------------------------------
6. Associated Travel Services of Texas, Inc. California No Action
----------------------------------------------------------------------------------------------------------------------------------
7. Associated Travel Services of Texas, Ltd. Texas No Action
----------------------------------------------------------------------------------------------------------------------------------
8. Atlas Travel Service Ltd. British Columbia Amalgamated into Navigant International/Canada Inc. as of
12/31/00
----------------------------------------------------------------------------------------------------------------------------------
9. Atlas Travel L.C. Texas Merged into Atlas Travel Services, L.P. as of 4/30/01
----------------------------------------------------------------------------------------------------------------------------------
10. Atlas Travel Services, L.P. Texas Changed name to Navigant International/South Central, LP
----------------------------------------------------------------------------------------------------------------------------------
11. Atlas Travel GP, Inc. Texas No Changed
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12. Atlas Travel Services Corp. Delaware No Action
----------------------------------------------------------------------------------------------------------------------------------
13. Xxxxxx Worldwide Travel Services, Inc. Delaware Merged into Associated Travel Services, LLC as of 12/31/00
----------------------------------------------------------------------------------------------------------------------------------
14. C & J Travel, Inc. New Hampshire Merged into XxXxxxxx Travel Management, Inc. as of 12/30/01
----------------------------------------------------------------------------------------------------------------------------------
15. Couch/Xxxxxxx Travel, Ltd. Pennsylvania Merged into Forbes Travel Services, Inc. as of 12/30/00
----------------------------------------------------------------------------------------------------------------------------------
16. Cornerstone Enterprises, Inc. Massachusetts No Action
----------------------------------------------------------------------------------------------------------------------------------
17. Xxxxxx'x Travel, Inc. Calfornia Merged into Associated Travel Services, LLC as of 12/30/01
----------------------------------------------------------------------------------------------------------------------------------
18. Xxxxxxxxx Travel, Inc. New York Merged into XxXxxxxx Travel Management, Inc. as of 12/30/01
----------------------------------------------------------------------------------------------------------------------------------
19. Envision Vacations, Inc. Michigan No Action
----------------------------------------------------------------------------------------------------------------------------------
20. Xxxxx Travel Group, Inc. Louisiana Merged into Atlas Travel Services, L.P. as of 12/30/01
----------------------------------------------------------------------------------------------------------------------------------
21. Xxxxx Vacations, Inc. Delaware Merged into Atlas Travel Services, L.P. as of 12/30/01
----------------------------------------------------------------------------------------------------------------------------------
22. Excel Travel Group, Inc. Ontario Amalgamated into Navigant International/Canada Inc. as of
12/30/01
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23. FireVine, LLC Delaware No Action
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24. First Travelcorp, Inc. North Carolina Changed name to Navigant International/Southeast, Inc. as of
12/30/01
----------------------------------------------------------------------------------------------------------------------------------
25. Forbes Travel Service, Inc. Pennsylvania Merged into XxXxxxxx Travel Management, Inc. as of 12/30/01
----------------------------------------------------------------------------------------------------------------------------------
26. GTS Global Travel Solutions Ontario Dissolved as of 1/31/02
----------------------------------------------------------------------------------------------------------------------------------
27. GTS Global Travel Solutions, Inc. Ontario Amalgamated into Navigant International/Canada Inc. as of
12/30/01
----------------------------------------------------------------------------------------------------------------------------------
28. GTS Global Travel Solutions U.S.A. Inc. Delaware Merged into XxXxxxxx Travel Management, Inc. as of 12/30/01
----------------------------------------------------------------------------------------------------------------------------------
29. Xxxx International Travel, Inc. Delaware Dissolved as of 12/30/01
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Navigant International, Inc.
February 11, 2002
Page Fifteen
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State of
Company Formation Action
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30. International Travel Resources, Inc. Georgia No action
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31. Xxxxxx Travel Ltd. Xxxxxxx Xxxxxxxxxxx into Navigant International/Canada Inc. as of
12/31/00
----------------------------------------------------------------------------------------------------------------------------------
32. Jekela Investments Ltd. British Columbia Amalgamated into Navigant International/Canada Inc. as of
12/31/00
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33. K.R. Agencia de Viagens Ltda. Brazil No action
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34. Let's Talk Worldwide Travel Ltd. Ontario Amalgamated into Navigant International/Canada Inc. as of
12/31/01
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35. Xxxxxxx-Xxxxxxx & Associates, Inc. Michigan Merged into XxXxxxxx Travel Management, Inc. as of 12/331/01
----------------------------------------------------------------------------------------------------------------------------------
36. XxXxxxxx Travel Management Canada Ltd. Ontario Amalgamated into Navigant International/Canada Inc. as of
12/331/01
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37. XxXxxxxx Travel Management, Inc. Connecticut Changed name to Navigant International/Northeast, Inc. as of
12/30/01
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38. XxXxxxxx Travel Management (UK) Ltd. UK Amalgamated into Navigant International/United Kingdom Ltd. as
of 12/30/01
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39. MSW Group Limited UK Amalgamated into Navigant International/United Kingdom Ltd. as
of 12/30/01
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40. MSW Premier Limited UK Amalgamated into Navigant International/United Kingdom Ltd. as
of 12/30/01
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41. MSW Travel Limited UK Amalgamated into Navigant International/United Kingdom Ltd. as
of 12/30/01
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42. MTA, Inc. Washington Merged into Mutual Travel, Inc. effective as of 12/30/01
----------------------------------------------------------------------------------------------------------------------------------
43. Meritek Travel Company Missouri Merged into Xxxxxxxxx Travel Center, Inc. as of 12/30/01
----------------------------------------------------------------------------------------------------------------------------------
44. Xxxxx Travel Bureau, Inc. Massachusetts Merged into XxXxxxxx Travel Management, Inc. as of 12/30/01
----------------------------------------------------------------------------------------------------------------------------------
45. Mutual Travel, Inc. Washington Changed name to Navigant International/Northwest, Inc. as of
12/30/01
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46. Navigant Cruise Center, Inc. Delaware No Action
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47. Navigant International/Canada Inc. Ontario Amalgamated with GTS Global Travel Solutions, et al as of
12/30/01
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48. Navigant International Funding Corporation Nevada No Action
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49. Navigant International UK Holdings, Inc. Delaware No Action
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50. Navigant International UK Limited UK No Action
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51. XxxxxxxxXxxxxxxxx.xxx Holdings, Inc. Delaware No Action
----------------------------------------------------------------------------------------------------------------------------------
52. Professional Travel Corporation Colorado Changed name to Navigant International/Rocky Mountain, Inc. as
of 12/30/01
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53. SATO Travel Holding Co., Inc. Delaware Merged into Scheduled Airlines Traffic Offices, Inc. as of
2/ /02
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54. Scheduled Airlines Traffic Offices, Inc. Delaware No Action
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55. Sato Seyahat ve Turizm Ltd. Sri Turkey No Action
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56. Xxxx Xxxxxx srl Italy No Action
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57. Xxxxxxx Associates, Inc. Virginia Merged XxXxxxxx Travel Management, Inc. as of 12/30/01
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58. Travel Consultants, Inc. Michigan Merged into Xxxxxxxxx Travel Center, Inc. as of 12/30/01
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Navigant International, Inc.
February 11, 2002
Page Sixteen
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State of
Company Formation Action
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59. Travel Services International, Ltd. Xxxxxxxx Xxxxxx into Xxxxxxx associates, Inc. as of 3/31/01
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60. Travelcorp., Inc. Minnesota Merged into Xxxxxxxxx Travel Center, Inc. as of 12/30/01
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61. WTM Inc. Ontario Amalgamated into Navigant International/Canada Inc. as of
12/30/01
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62. World Express Travel, Inc. Alaska Merged into Mutual Travel, Inc. on 3/31/01
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63. 1255994 Ontario Limited Ontario Amalgamated into Navigant International/Canada Inc. as of
12/30/01
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64. 1176960 Ontario Corp. Ontario Amalgamated into Navigant International/Canada Inc. as of
12/30/01
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65. 1176961 Ontario Corp. Ontario Amalgamated into Navigant International/Canada Inc. as of
12/30/01
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66. 1176962 Ontario Corp. Ontario Amalgamated into Navigant International/Canada Inc. as of
12/30/01
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67. 1456746 Ontario Inc. Ontario Amalgamated into Navigant International/Canada Inc. as of
12/30/01
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68. 2000053 Ontario Inc. Ontario Amalgamated into Navigant International/Canada Inc. as of
12/30/00
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