CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 22, 1998 among
GALILEO INTERNATIONAL, INC. (the "Company"), the BANKS listed on the signature
pages hereof (the "Banks") and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as
Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of July 23, 1997, amended as of December 12, 1997 and April
28, 1998 (the "Agreement");
WHEREAS, at the date hereof, there are no Loans outstanding under the
Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each capitalized term used herein which is defined in the
Agreement shall have the meaning assigned to such term in the Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Agreement shall from and after the date hereof refer
to the Agreement as amended and restated hereby. The term "Notes" defined in the
Agreement shall include from and after the date hereof the New Notes (as defined
below).
SECTION 2. Amendments to Definitions. Section 1.01 is amended as
follows:
(a) The definition of "Termination Date" is amended by replacing the
date "July 22, 1998" with the date "July 21, 1999".
SECTION 3. Each Borrowing and Issuance. The reference to Section
4.04(d) in Section 3.02(e) of the Agreement is changed to Section 4.04(c).
8
SECTION 4. Updated Representations. Section 4.04 of the Agreement is
amended in its entirety to read as follows:
(a) The consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of December 31, 1997 and the related consolidated statements of
income and cash flows for the fiscal year then ended, reported on by KPMG Peat
Marwick LLP, copies of which have been delivered to each of the Banks, fairly
present, in conformity with generally accepted accounting principles, the
consolidated financial position of the Borrower and its Consolidated
Subsidiaries as of such date and their consolidated results of operations and
cash flows for such fiscal year.
(b) The unaudited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of March 31, 1998 and the related unaudited
consolidated statements of income and cash flows for the three months then
ended, copies of which have been delivered to each of the Banks, fairly present
in all material respects, in conformity with generally accepted accounting
principles applied on a basis consistent with the financial statements referred
to in subsection (a) of this Section, the consolidated financial position of the
Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such three month period
(subject to normal year-end adjustments).
(c) Since March 31, 1998 there has been no material adverse change in the
business, financial position or results of operations of the Borrower and its
Consolidated Subsidiaries, considered as a whole.
SECTION 5. Changes in Lenders. With effect from and including the date
this Amendment and Restatement becomes effective in accordance with Section 8,
(i) each Person listed on the signature pages hereof which is not a party to the
Agreement (a "New Bank") shall become a Bank party to the Agreement and (ii) the
Commitment of each Bank shall be the amount set forth opposite the name of such
Bank on the signature pages hereof. Any Bank whose Commitment is changed to zero
shall upon such effectiveness cease to be a Bank party to the Agreement, and all
accrued fees and other amounts payable under the Agreement for the account of
such Bank shall be due and payable on such date; provided that the provisions of
Sections 8.03 and 9.03 of the Agreement shall inure to the benefit of each such
Bank with respect to the period during which such Bank was a Bank party to the
Agreement.
SECTION 6. Representations and Warranties. The Company represents and
warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Company set forth in the
Agreement after giving effect to this Amendment and Restatement is true and
correct as though made on and as of such date.
SECTION 7. Governing Law. This Amendment and Restatement shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 8. Counterparts; Effectiveness. This Amendment and Restatement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment and Restatement shall become effective on the date
that each of the following conditions shall have been satisfied:
(i) receipt by the Agent of duly executed counterparts hereof
signed by each of the parties hereto (or, in the case of any party as to
which an executed counterpart shall not have been received, the Agent
shall have received telegraphic, telex or other written confirmation
from such party of execution of a counterpart hereof by such party);
(ii) receipt by the Agent of a duly executed Note of the Company
for each of the New Banks (a "New Note"), dated on or before date of
effectiveness hereof and otherwise in compliance with Section 2.06 of
the Agreement;
(iii) receipt by the Agent of an opinion of Xxxxxxx X. Xxxx, Senior
Vice President and General Counsel of the Company, substantially in the
form of Exhibit E to the Agreement with reference to this Amendment and
Restatement, the Agreement as amended and restated hereby and the New
Notes; and
(iv) receipt by the Agent of all documents it may reasonably
request relating to the existence of the Company, the corporate
authority for and the validity of the Agreement as amended and restated
hereby, the New Notes and any other matters relevant hereto, all in form
and substance satisfactory to the Agent;
provided that this Amendment and Restatement shall not become effective or
binding on any party hereto unless all of the foregoing conditions are satisfied
not later than August 1, 1998. The Agent shall promptly notify the Company and
the Banks of the effectiveness of this Amendment and Restatement, and such
notice shall be conclusive and binding on all parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
GALILEO INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxxx
Title: Senior Vice President & Chief
Financial Officer
Address: 0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Chief Financial Officer
Facsimile: (000) 000-0000
Commitments
AGENT
$20,000,000 XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK
By: /s/ Xxxxx Xxxxx
Title: Vice President
CO-ARRANGERS
$22,750,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
$20,000,000 BANK OF MONTREAL
By: /s/ Xxxxxx X. Xxxxxx
Title: Director
CO-AGENTS
$17,666,667 MIDLAND BANK PLC
By: /s/ X X Xxxxxxx
Title: Head of Aerospace
$16,666,667 THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH
By: /s/ Xxxxxx Xxxxxxxx
Title: Deputy General Manager
$16,666,667 THE SUMITOMO BANK, LIMITED
CHICAGO BRANCH
By: /s/ Xxx-Xxxxxx Xxxxxxxxx
Title: Joint General Manager
$11,333,333 ABN AMRO BANK N.V.
By: /s/ Xxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxx
Title: Vice President
$8,333,333 BANK AUSTRIA AKTIENGESELLSCHAFT-
NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxx
Title: Senior Vice President
By: /s/ Xxxxx X. Xxxx
Title: Assistant Vice President
PARTICIPANTS
10,000,000 CREDIT LYONNAIS
NEW YORK BRANCH
By: /s/ Philippe Soustra
Title: Senior Vice President
$0 ROYAL BANK OF CANADA
By:
Title:
$10,000,000 SOCIETE GENERALE
CHICAGO BRANCH
By: /s/ Xxxx X. Xxxxxx
Title: Director
$10,000,000 UBS AG,
STAMFORD BRANCH
By: /s/ Xxxxx X. Xxxx
Title: Executive Director
Loan Portfolio Support, US
By: /s/ Xxxxxx X. Xxxxxxx
Title: Associate Director
Loan Portfolio Support, US
$12,750,000 THE NORTHERN TRUST COMPANY
By: /s/ Xxxx Xxxxxx
Title: Second Vice President
$10,000,000 THE SANWA BANK, LIMITED,
CHICAGO BRANCH
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice President & Manager
$8,833,333 WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By: /s/ Xxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxxxx X. Xxxxx
Title: Associate
$5,000,000 THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President
Total Commitments
$200,000,000