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EXHIBIT 10.26
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of March 23, 1999 (this "AMENDMENT"), to the
First Amended and Restated Credit Agreement, dated as of February 19, 1999, by
and among Global Vacation Group, Inc., the Lenders party thereto and The Bank of
New York, as Administrative Agent (as amended, supplemented or otherwise
modified from time to time, the "CREDIT AGREEMENT").
RECITALS
I. Capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Credit Agreement.
II. The Borrower has requested that the Administrative Agent agree to amend the
Credit Agreement upon the terms and conditions contained in this Amendment, 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. Section 1.1 of the Credit Agreement is amended as follows:
(a) The definition of the term "Available Other Investment Amount" is
amended by substituting the words "First Restatement Date" for the
words "Original Effective Date".
(b) The definition of the term "Existing Letters of Credit" is amended
and restated in its entirety as follows:
""EXISTING LETTERS OF CREDIT" means (i) with respect to the
Borrower and each Person that is a Subsidiary as of the First
Restatement Date, the letters of credit referred to in
Schedule 8.1 and existing as of the First Restatement Date and
(ii) with respect to each Person that becomes a Subsidiary
after the First Restatement Date, the letters of credit
referred to in the schedule delivered with respect to such
Person pursuant to Section 8.1(e) and existing as of the date
such Person becomes a Subsidiary."
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(c) The definition of the term "Existing Letter of Credit Exposure" is
deleted in its entirety.
(d) The proviso contained in the definition of the term "Leverage
Ratio" is amended and restated in its entirety as follows:
"provided, however, that, notwithstanding anything to the contrary
contained herein, for purposes of this definition, (a) Total Debt
shall not include any Indebtedness in respect of standby letters
of credit and (b) EBITDA shall be computed on a consistent basis
to reflect Acquisitions and Dispositions made by the Borrower and
the Subsidiaries during the Four Quarter Trailing Period as if
they occurred at the beginning of the Four Quarter Trailing
Period".
(e) The parenthetical contained in the definition of the term "Letter
of Credit Commitment" is deleted in its entirety.
2. Clause (ii) of Section 2.1(a) of the Credit Agreement is amended and
restated in its entirety as follows: "(ii) the Aggregate Revolving
Exposure would not exceed the Aggregate Revolving Commitment".
3. Clause (B) of Section 2.4(b)(i) of the Credit Agreement is amended and
restated in its entirety as follows: "(B) the excess of the Aggregate
Revolving Exposure over the Aggregate Revolving Commitment as so reduced
or terminated".
4. Clause (ii) of Section 2.5(a) of the Credit Agreement is amended and
restated in its entirety as follows: "(ii) the Aggregate Revolving
Exposure would not exceed the Aggregate Revolving Commitment".
5. Section 7.13 of the Credit Agreement is amended and restated in its
entirety as follows:
"SECTION 7.13. EXISTING LETTERS OF CREDIT
The Borrower shall cause all Existing Letters of Credit to
expire or otherwise terminate no later than (i) with respect to the
Borrower and each Person that is a Subsidiary as of the First Restatement
Date, May 6, 1999 and (ii) with respect to each Person that becomes a
Subsidiary after the First Restatement Date, the date that is twelve
months after the date such Person becomes a Subsidiary."
6. Section 8.1 of the Credit Agreement is amended as follows:
(a) Subsection (b) is amended and restated in its entirety as follows:
"(b) Subject to Section 7.13, Indebtedness of the Borrower or any
Person that is a Subsidiary as of the First Restatement Date in respect
of any Existing Letters of Credit, but not any extensions, renewals or
replacements of such Indebtedness, and other Indebtedness of the Borrower
or such Person as set forth on Schedule 8.1 and existing as of the First
Restatement Date, and any extensions, renewals and replacements of such
other Indebtedness;"
(b) Subsection (e) is amended as follows: (A) clause (ii) is amended
and restated Iin its entirety as follows: "(ii) subject to Section
7.13, Indebtedness of any Person that becomes a Subsidiary after
the Original Effective Date, provided that, with respect to each
such Person that becomes a Subsidiary after the First Restatement
Date, the Borrower shall have delivered to the Administrative
Agent a schedule in all respects reasonably satisfactory to the
Administrative Agent
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setting forth, if any, the Existing Letters of Credit with respect
to such Person" and (B) the following parenthetical is inserted
immediately after the reference "8.1(e)" contained in clause
(iii): "(other than Indebtedness in respect of Existing Letters of
Credit)".
(c) Subsection (f) is amended by inserting the following parenthetical
immediately after the words "unsecured Indebtedness": "(other than
Indebtedness in respect of letters of credit)".
7. Section 8.2(c) of the Credit Agreement is amended and restated in its
entirety as follows:
"(c) (i) any Lien existing on any fixed or capital assets
acquired, constructed or improved by the Borrower or any Subsidiary or
(ii) any Lien existing on any asset prior to the acquisition thereof by
the Borrower or any Subsidiary or existing on any asset of any Person
that becomes a Subsidiary after the Original Effective Date prior to the
time such Person becomes a Subsidiary, provided that (A) such Liens
secure Indebtedness permitted by Section 8.1(e), (B) such Liens shall not
apply to any other assets of the Borrower or any Subsidiary (other than
fixed assets that constitute fixtures thereon or accessions thereto), (C)
with respect to Liens under clause (i) of this Section 8.2(c) only, the
Indebtedness secured by such Liens does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets and (D) with
respect to Liens under clause (ii) of this Section 8.2(c) only, such
Liens shall be not be created in contemplation of or in connection wth
the acquisition of such asset or the creation or acquisition of such
Person, as the case may be, and such Liens shall secure only those
obligations that it secures on the date of such acquisition or creation,
as the case may be, and, to the extent permitted under Section 8.1(e),
any extensions, renewals and replacements thereof that do not increase
the principal amount thereof .".
8. Section 8.5 of the Credit Agreement is amended as follows: (a) clause (d)
is amended by inserting the words "occurring after the First Restatement
Date" immediately after the word "quarters" and (b) clause (e) is amended
by substituting the words "as soon as practicable, but in no event less
than five" for the words "not less than ten".
9. Paragraphs 1 - 8 hereof shall not be effective until such time as the
Required Lenders shall have consented hereto in writing.
10. The Borrower hereby reaffirms and admits the validity and enforceability
of each Loan Document and all of the obligations of each Loan Party under
such Loan Document.
11. In all other respects, the Loan Documents shall remain in full force and
effect, and no amendment in respect of any term or condition of any Loan
Document shall be deemed to be an amendment 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, when 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.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title: Executive Vice President and Chief
Financial officer
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THE BANK OF NEW YORK,
individually and as Administrative Agent
By: /s/ XXXXXX XXXXXXXXXXX
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Name: Xxxxxx Xxxxxxxxxxx
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Title: Assistant Vice President
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BANK OF AMERICA, FSB
By: /s/ XXXXXXX XXXX
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Name: Xxxxxxx Xxxx
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Title: Senior Vice President
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FIRST UNION NATIONAL BANK
By: /s/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
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Title: Senior Vice President
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AGREED TO:
SUNSHINE VACATIONS, INC.
GLOBAL VACATION MANAGEMENT COMPANY
HADDON HOLIDAYS, INC.
GLOBETROTTERS, INC.
CLASSIC CUSTOM VACATIONS
MTI VACATIONS, INC.
GVG FINANCE COMPANY
AS TO EACH OF THE FOREGOING
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title: Executive Vice President and
Chief Financial officer
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