EXHIBIT 10.1
CONSENT
THIS CONSENT (this "Consent"), dated as of October 5, 2001, to the Credit
Agreement referenced below, is by and among Navigant International, Inc., a
Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower
identified on the signature pages hereto (the "Guarantors"), the Lenders
identified on the signature pages hereto and Bank of America, N.A., as
Administrative Agent. Terms used herein but not otherwise defined herein shall
have the meanings provided to such terms in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $150 million credit facility has been extended to the Borrower
pursuant to the terms of that Amended and Restated Credit Agreement (as amended
and modified from time to time, the "Credit Agreement") dated as of August 6,
1999 among the Borrower, the Guarantors, the Lenders, U.S. Bank National
Association, as Syndication Agent, KeyBank National Association, as
Documentation Agent, and Bank of America, N.A., as Administrative Agent;
WHEREAS, the Borrower has requested a consent under the Credit Agreement;
and
WHEREAS, the Required Lenders have agreed to the requested consent on the
terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Consent of the Required Lenders.
(a) Section 7.9(a). Section 7.9(a) of the Credit Agreement provides that
the Consolidated Leverage Ratio as of the end of each fiscal quarter shall not
be greater than 2.50:1.0. The Required Lenders hereby consent and agree that,
notwithstanding Section 7.9(a) of the Credit Agreement, (a) the Consolidated
Leverage Ratio as of the end of the fiscal quarter ending September 30, 2001
shall not be greater than 3.75:1.0 and (b) no Default or Event of Default shall
occur under Section 7.9(a) for the fiscal quarter ending September 30, 2001
unless the Consolidated Leverage Ratio as of the end of such quarter is greater
than 3.75:1.0.
(b) Section 7.9(e). Section 7.9(e) of the Credit Agreement provides that
the ratio of Consolidated Debt (as defined in the Note Purchase Agreement on the
Third Amendment Date) to Consolidated EBITDA (as defined in the Note Purchase
Agreement on the Third Amendment Date) as of the end of each fiscal quarter
shall not be greater than 2.75:1.0. The Required Lenders hereby consent and
agree that, notwithstanding Section 7.9(e) of the Credit Agreement, (a) the
ratio of Consolidated Debt (as defined in the Note Purchase Agreement on the
Third Amendment Date) to Consolidated EBITDA (as defined in the Note Purchase
Agreement on the Third Amendment Date) shall not be greater than 3.75:1.0 and
(b) no Default or Event of Default shall occur under Section 7.9(e) for the
fiscal quarter ending September 30, 2001 unless the ratio of Consolidated Debt
(as defined in the Note Purchase Agreement on the Third Amendment Date) to
Consolidated EBITDA (as defined in the Note Purchase Agreement on the Third
Amendment Date) as of the end of such quarter is greater than 3.75:1.0.
2. Covenants of the Borrower. In consideration of the consent of the
Required Lenders set forth above, the Borrower hereby covenants and agrees that,
notwithstanding Section 8.4(c) and Section 8.10 of the Credit Agreement, the
Borrower will not at any time prior to January 1, 2002 (a) make any cash
payments (including, without limitation, the proceeds of any Loans) to acquire
all or any portion of
the capital stock or other ownership interest in, or all or any substantial
portion of the assets, property and/or operations of, any Person (except cash
payments made to satisfy earn-out obligations to the extent funded exclusively
from the revenues of the acquired Person or from assets or operations acquired
from a Person shall not be prohibited hereunder) or (b) make or permit any cash
payments (including, without limitation, the proceeds of any Loans) to
repurchase any Capital Stock of the Borrower.
3. Conditions Precedent. This Consent shall be effective as of the date
set forth above upon receipt by the Administrative Agent of multiple
counterparts of this Consent executed by the Borrower, the Guarantors and the
Required Lenders.
4. Reaffirmation of Representations and Warranties. The Borrower hereby
affirms that the representations and warranties set forth in the Credit
Agreement and the other Credit Documents are true and correct as of the date
hereof (except those which expressly relate to an earlier period).
5. Reaffirmation of Guaranty. Each Guarantor (i) acknowledges and
consents to all of the terms and conditions of this Consent, (ii) affirms all of
its obligations under the Credit Documents and (iii) agrees that this Consent
and all documents executed in connection herewith do not operate to reduce or
discharge such Guarantor's obligations under the Credit Agreement or the other
Credit Documents.
6. No Other Changes. Except as modified hereby, all of the terms and
provisions of the Credit Agreement and the other Credit Documents (including
schedules and exhibits thereto) shall remain in full force and effect.
7. Counterparts. This Consent may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Consent to
produce or account for more than one such counterpart.
8. Governing Law. This Consent shall be deemed to be a contract made
under, and for all purposes shall be construed in accordance with, the laws of
the State of North Carolina.
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2
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Consent to be duly executed and delivered as of the date first above
written.
BORROWER: NAVIGANT INTERNATIONAL, INC.,
a Delaware corporation
By:
--------------------------
Name: Xxxxxx X. Over, Jr.
Title: Vice President
GUARANTORS: AKRA TRAVEL, INC.,
a Florida corporation
XXXXXXXXX TRAVEL CENTER, INC.,
an Illinois corporation
ASSOCIATED TRAVEL SERVICES, LLC,
a Delaware limited liability company
XXXXXX WORLDWIDE TRAVEL SERVICES, INC.,
an Arizona corporation
COUCH/XXXXXXX TRAVEL, LTD.,
a Pennsylvania corporation
CORNERSTONE ENTERPRISES, INC.,
a Massachusetts corporation
XXXXXX'X TRAVEL, INC.,
a California corporation
XXXXXXXXX TRAVEL, INC.,
a New York corporation
ENVISION VACATIONS, INC.,
a Michigan corporation
XXXXX TRAVEL GROUP, INC.,
a Louisiana corporation
XXXXX VACATIONS, INC.,
a Delaware corporation
FIRST TRAVELCORP, INC.,
a North Carolina corporation
FORBES TRAVEL SERVICE, INC.,
a Pennsylvania corporation
INTERNATIONAL TRAVEL RESOURCES, INC.,
a Georgia corporation
XXXXXXX-XXXXXXX & ASSOCIATES, INC.,
a Michigan corporation
By:
--------------------------
Name: Xxxxxx X. Over, Jr.
Title: Vice President of each
of the foregoing Guarantors
[Signature Pages Continue]
XXXXXXXX TRAVEL MANAGEMENT, INC.,
a Connecticut corporation
XXXXX TRAVEL BUREAU, INC.,
a Massachusetts corporation
MTA, INC.,
a Washington corporation
NAVIGANT INTERNATIONAL U.K. HOLDINGS, INC.
a Delaware corporation
NAVIGANT CRUISE CENTER, INC.,
a Delaware corporation
PROFESSIONAL TRAVEL CORPORATION,
a Colorado corporation
XXXXXXX ASSOCIATES, INC.,
a Virginia corporation
TRAVEL CONSULTANTS, INC.,
a Michigan corporation
TRAVELCORP., INC.,
a Minnesota corporation
WORLD EXPRESS TRAVEL, INC.,
an Alaska corporation
By:
--------------------------
Name: Xxxxxx X. Over, Jr.
Title: Vice President of each
of the foregoing Guarantors
ATLAS TRAVEL SERVICES, LP,
a Texas limited partnership
By: ATLAS TRAVEL GP, INC.,
a Texas corporation
By:
--------------------------
Name: Xxxxxx X. Over, Jr.
Title: Vice President
[Signature Pages Continue]
LENDERS: BANK OF AMERICA, N.A.,
in its capacity as Administrative Agent
and in its individual capacity as a Lender
By:
--------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
--------------------------
Name:
Title:
KEYBANK, N.A.
By:
--------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
--------------------------
Name:
Title:
BANK ONE, COLORADO, N.A.
By:
--------------------------
Name:
Title:
UNION BANK OF CALIFORNIA
By:
--------------------------
Name:
Title:
