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Exhibit 10.13
AMENDMENT XX. 0
XXXXXXXXX XX. 0 (this "Amendment"), dated as of May 5, 1998, to the Credit
Agreement, dated as of March 27, 1998, by and among Global Vacation Group, Inc.
(formerly known as Allied Bus Corp.), the Lenders party thereto, and The Bank of
New York, as Administrative Agent (as amended, the "Agreement").
RECITALS
I. Capitalized terms used herein which are not otherwise defined herein
shall have the respective meanings ascribed thereto in the Agreement.
II. The Borrower has requested that the Administrative Agent agree to
amend the Agreement upon the terms and conditions contained herein, and the
Administrative Agent is willing so to agree.
Accordingly, in consideration of the Recitals and the terms and conditions
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Borrower and the
Administrative Agent hereby agree as follows:
1. The definition of "EXISTING LETTERS OF CREDIT" contained in Section 1.1
of the Agreement is amended and restated in its entirety as follows:
"EXISTING LETTERS OF CREDIT" shall mean the letters of credit
set forth on Schedule 8.1 issued for the account of a Pending Acquisition
Target or Globetrotters, Inc., as the case may be.
2. The definition of "EXISTING LETTER OF CREDIT EXPOSURE" contained in
Section 1.1 of the Agreement is amended by amending and restating the proviso
contained in such definition in its entirety as follows:
provided, however, that Existing Letters of Credit issued for the account
of a Pending Acquisition Target or Globetrotters, Inc., as the case may
be, shall not be taken into account for purposes of this definition until
the consummation of the applicable Pending Acquisition or the Acquisition
of Globetrotters pursuant to Section 8.5, as the case may be
3. Section 7.13 of the Agreement is amended and restated in its entirety
as follows:
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7.13 EXISTING LETTERS OF CREDIT
The Borrower shall use its best efforts to cause Letters of
Credit issued pursuant to this Agreement to be substituted for all
Existing Letters of Credit issued for the account of a Pending Acquisition
Target or Globetrotters, Inc., as the case may be, at the closing of the
applicable Pending Acquisition or the Acquisition of Globetrotters
pursuant to Section 8.5, as the case may be, except to the extent that
such substitution cannot be effected at a reasonable cost or is not
practicable as a result of the lack of time to obtain the necessary
consents thereto and effect such substitution prior to such closing. To
the extent that such substitution is not made with respect to all such
Existing Letters of Credit prior to the closing of the related Pending
Acquisition or the Acquisition of Globetrotters pursuant to Section 8.5,
as the case may be, the Borrower shall use its best efforts to cause such
substitution to be made as soon as practicable thereafter, provided that
Letters of Credit issued pursuant to this Agreement shall be substituted
for all Existing Letters of Credit no later than (i) in the case of an
Existing Letter of Credit issued for the account of a Pending Acquisition
Target, December 31, 1998, and (ii) in the case of an Existing Letters of
Credit issued for the account of Globetrotters, Inc., the date which is
one year after the consummation of the Acquisition of Globetrotters, Inc.
pursuant to Section 8.5.
4. Section 8.1(b) of the Agreement is amended and restated
in its entirety as follows:
(b) Indebtedness of the Borrower or any Subsidiary in respect
of any Existing Letter of Credit as set forth on Schedule 8.1, but not any
extensions, renewals and replacements of such Indebtedness, and other
Indebtedness of the Borrower or any Subsidiary existing on the Effective
Date as set forth on Schedule 8.1, and any extensions, renewals and
replacements of such other Indebtedness;
5. Section 8.2(b) of the Agreement is amended and restated in
its entirety as follows:
(b) any Lien on any property or asset of the Borrower or any
Subsidiary securing obligations in respect of the Existing Letters of
Credit as set forth on Schedule 8.2, and any other Lien on any property or
asset of the Borrower or any Subsidiary existing on the Effective Date as
set forth on Schedule 8.2, provided that, in each case, (i) such Lien
shall not apply to any other property or asset of the Borrower or any
Subsidiary, and (ii) such Lien shall secure only those obligations which
it secures as set forth on Schedule 8.2, and any extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof.
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6. Schedule 4.3 to the Agreement is amended and restated in its entirety
in the form attached hereto as Annex A.
7. Schedule 8.1 to the Agreement is amended and restated in its entirety
in the form attached hereto as Annex B.
8. Schedule 8.2 to the Agreement is amended and restated in its entirety
in the form attached hereto as Annex C.
9. Paragraphs 1 - 8 of this Amendment shall not be effective until such
time as the Required Lenders shall have consented in writing to this Amendment.
10. The Borrower hereby (a) reaffirms and admits the validity and
enforceability of each Loan Document and all of the obligations of each Loan
Party thereunder, (b) agrees and admits that no Loan Party has any defenses to
or offsets against any such obligation, and (c) certifies that, immediately
after giving effect to paragraphs 1 - 8 of this Amendment, (i) no Default or
Event of Default shall exist, and (ii) the representations and warranties
contained in the Loan Documents are true and correct in all material respects
with the same effect as though such representations and warranties had been made
at such time, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties shall have been true and correct on and as of such earlier date.
11. In all other respects, the Loan Documents shall remain in full force
and effect, and no amendment or consent in respect of any term or condition of
any Loan Document shall be deemed to be an amendment or consent in respect of
any other term or condition contained in any Loan Document.
12. This Amendment may be executed in any number of counterparts all of
which, taken together, shall constitute one agreement. In making proof of this
Amendment, it shall only be necessary to produce the counterpart executed and
delivered by the party to be charged.
13. THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS INTENDED TO
BE PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE IN
ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
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AS EVIDENCE of the agreement by the parties hereto to the terms and
conditions herein contained, each such party has caused this Amendment to be
executed on its behalf.
GLOBAL VACATION GROUP, INC. (formerly
known as Allied Bus Corp.)
By: /s/ Xxxxxxxxxxx Xxxxxx
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Name: Xxxxxxxxxxx Xxxxxx
Title: Assistant Treasurer and Assistant Secretary
THE BANK OF NEW YORK, in its
capacity as the Lender, as the Issuer
and as the Administrative Agent
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
Consented to and agreed:
HADDON HOLIDAYS, INC.
By: /s/ Xxxxxxxxxxx Xxxxxx
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Name: Xxxxxxxxxxx Xxxxxx
Title: Assistant Treasurer and Assistant Secretary
CLASSIC CUSTOM VACATIONS
By: /s/ Xxxxxxxxxxx Xxxxxx
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Name: Xxxxxxxxxxx Xxxxxx
Title: Assistant Treasurer and Assistant Secretary
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GVGAC NO. 1, INC. (to be known as
MTI Vacations, Inc.)
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President and Secretary
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