Exhibit 10.2
March 19, 2003
Navigant International, Inc.
00 Xxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
Re: Third 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 10.5 of each Note Purchase Agreement is amended and
restated as of December 30, 2002 in its entirety, as follows:
Navigant International, Inc.
March 19, 2003
Page Two
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 30, 2002 through March 29, 2003 3.25:1.00
March 30, 2003 through June 28, 2003 3.00:1.00
Thereafter 2.75:1.00
1.2 The first paragraph of Section 4(a) of the Second Amendment to
Note Purchase Agreement, dated as of February 11, 2002 (as the same may be
amended, restated or supplemented from time to time, the "Second Amendment"), by
and between each of the undersigned holders of Notes, on the one hand, and the
Company and the Guarantors, on the other hand, is hereby amended and restated in
its entirety as follows:
(a) Until December 29, 2003 (the "Trigger Date"), 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 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
Navigant International, Inc.
March 19, 2003
Page Three
acquired in such acquisition). Until the Trigger Date, 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.
1.3 Section 4(b) to the Second Amendment is hereby amended and
restated in its entirety as follows:
(b) Until the Trigger Date, 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 (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.
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,
in immediately available funds, of an amendment fee in an amount equal to 0.10%
of the aggregate outstanding principal amount of Notes held by such Person at
the time such fee is received, (c) the receipt by each Person entitled thereto,
in immediately available funds, of the Initial Fee (as defined
Navigant International, Inc.
March 19, 2003
Page Four
below), (d) the receipt by Xxxxxx Godward LLP of its legal fees and costs in
connection with the preparation, negotiation, execution and delivery of this
letter agreement and (e) the receipt by each holder of Notes of evidence
satisfactory to it that the amendments of the Note Purchase Agreements effected
under this letter agreement, including, without limitation, the amendment of
Section 10.5 of each of the Note Purchase Agreements, have been approved by the
Lenders party to the Bank Credit Agreement in accordance with Section 11.6
thereof.
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 the amendments under this letter
agreement and the Bank Amendment, and (c) the Bank Group is not receiving any
remuneration for the Bank Amendment except as set forth in the Bank Amendment.
4. Approval of Bank Amendment. Each of the undersigned holders of Notes
hereby approves the amendment of the Bank Credit Agreement, including, without
limitation, the amendment to Section 7.9(a) (Consolidated Leverage Ratio)
thereof, in each case as set forth in the Bank Amendment.
5. Additional Consideration. As consideration for the foregoing amendments
(and in addition to the fee described in clause (b) of Section 2 of this letter
agreement), the Company shall pay:
(a) a fee (the "Initial Fee"), payable to each Person that held Notes
during the fiscal quarter ended December 29, 2002, in an amount equal to the
average unpaid aggregate principal balance of Notes held by such Person during
such fiscal quarter multiplied by a quotient, where the numerator is the number
of days during such fiscal quarter that such Person held its Notes and the
denominator is 360, multiplied by the applicable number of basis points per
annum set forth in the table below based on the ratio of (i) Consolidated Debt
on December 29, 2002, to (ii) Consolidated EBITDA, based upon the financial
statements of the Company and its Restricted Subsidiaries for the four fiscal
quarter period ended on December 29, 2002; and
(b) a fee (the "Subsequent Fee"), payable to each Person that held
Notes during the fiscal quarter ended March 30, 2003, in an amount equal to the
average unpaid aggregate principal balance of Notes held by such Person during
such fiscal quarter multiplied by a quotient, where the numerator is the number
of days during such fiscal quarter that such Person held its Notes and the
denominator is 360, multiplied by the applicable number of basis points per
annum set forth in the table below based on the ratio of (i) Consolidated Debt
on March 30,
Navigant International, Inc.
March 19, 2003
Page Five
2003, to (ii) Consolidated EBITDA, based upon the financial statements of the
Company and its Restricted Subsidiaries for the four fiscal quarter period ended
on March 30, 2003.
Debt to EBITDA Basis Points Per Annum
------------------------ ----------------------
**** 3.00:1.00 50
**** 2.75:1.00 * 3.00:1.00 25
* 2.75:1.00 None
**** denotes greater than or equal to
* denotes less than
The Initial Fee payable to each Person described above shall be paid in
immediately available funds on or prior to the effectiveness of the amendments
under this letter agreement, and the Subsequent Fee payable to each Person
described above shall be paid in immediately available funds on May 20, 2003. An
Event of Default shall occur if the Company defaults in the payment of the
Subsequent Fee required under this Section 5 for more than five Business Days
after the same becomes due and payable. 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 50.
6. No Waiver. The amendments 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.
7. 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.
March 19, 2003
Page Six
Very truly yours,
The Prudential Insurance Company
of America
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Security Life of Denver Insurance
Company
USG Annuity & Life 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.
March 19, 2003
Page Seven
Hartford Life Insurance Company
By: Hartford Investment Services, Inc.,
its agent and attorney-in-fact
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Navigant International, Inc.
March 19, 2003
Page Eight
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
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
ENVISION VACATIONS, INC., a Michigan corporation
By:
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President of each
of the foregoing Guarantors
Navigant International, Inc.
March 19, 2003
Page Nine
NAVIGANT INTERNATIONAL/SOUTH CENTRAL, LP,
a Texas limited partnership
By: ATLAS TRAVEL GP, INC.,
a Texas corporation
By:
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
Exhibit A
Bank Amendment
