Exhibit 10.1
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (this "Amendment"), dated as of April 26, 1999, to the
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Credit Agreement referenced below, is by and among Navigant International, Inc.,
a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower
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identified on the signature pages hereto (the "Guarantors"), the lenders
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identified on the signature pages hereto (the "Lenders") and NationsBank, N.A.,
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as Administrative Agent. Terms used but not otherwise defined shall have the
meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $60 million credit facility has been extended to the Borrower
pursuant to the terms of that Credit Agreement dated as of June 9, 1998 (as
amended and modified, the "Credit Agreement") among the Borrower, the
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Guarantors, the Lenders and NationsBank, N.A., as Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement which require the consent of the Required Lenders;
WHEREAS, the Required Lenders have agreed to the requested modifications 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 is hereby
acknowledged, the parties agree as follows:
1. The Credit Agreement is amended in the following respects:
1.1 The following definitions are added to Section 1.1 to read as follows:
"Bridge Credit Agreement" means that certain Credit Agreement
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dated as of April __, 1999 by and among the Borrower, the Guarantors,
the lenders party thereto and NationsBank, N.A., as Administrative
Agent, as amended, modified, extended or renewed.
"Intercreditor Agreement" means that certain Intercreditor
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Agreement dated as of the date hereof by and among NationsBank, N.A.,
as Administrative Agent under the Bridge Credit Agreement,
NationsBank, N.A., as Administrative Agent under this Credit
Agreement, and the Credit Parties, as amended or modified from time to
time, in substantially the form of Exhibit A attached hereto.
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"Required Lenders" means, at any time, two or more Lenders having
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in the aggregate more than fifty percent (50%) of the Commitments, or
if the Commitments have been terminated, two or more Lenders having in
the aggregate more than fifty percent (50%) of the aggregate principal
amount of the Obligations outstanding (taking into account in each
case Participation Interests or obligation to participate therein);
provided that the Commitments of, and outstanding principal amount of
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Obligations (taking into account Participation Interests therein)
owing to, a Defaulting Lender shall be excluded for purposes hereof in
making a determination of Required Lenders.
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1.2 The definition of "Credit Documents" in Section 1.1 shall be amended
to include the "Intercreditor Agreement".
1.3 In the definition of "Permitted Liens" in Section 1.1, clauses (xv)
and (xvi) thereof are renumbered as clauses (xvi) and (xvii) thereof, and a new
clause (xv) is added thereto to read as follows:
(xv) Liens in favor of the administrative agent and lenders
under the Bridge Credit Agreement securing the loans and obligations
owing under the Bridge Credit Agreement on a pari passu basis with the
loans and obligations owing under this Credit Agreement, but only to
the extent (A) such Liens are on the same collateral as to which the
Lenders also have a lien and (B) such Liens are subject to the
Intercreditor Agreement.
1.4 Clause (f) of Section 8.1 is amended to read as follows:
(f) Subordinated Debt of the Borrower, provided that (i) the
Borrower shall demonstrate it will be in compliance with the financial
covenants in Section 7.9 after giving effect thereto on a Pro Forma
Basis, (ii) no Default or Event of Default shall exist after giving
effect thereto, and (iii) the net proceeds therefrom shall be applied
first to repay the loans and other obligations under the Bridge Credit
Agreement;
1.5 Clauses (g) and (h) of Section 8.1 are renumbered as clauses (h) and
(i), and new clauses (g) is added to read as follows:
(h) other senior secured Indebtedness of the Credit Parties in
an aggregate principal amount of up to $15 million incurred pursuant
to the Bridge Credit Agreement;
1.6 Section 8.9 is amended to read as follows:
8.9 Prepayments of Indebtedness, etc.
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(a) After the issuance thereof, amend or modify (or permit the
amendment or modification of) the terms of any other Indebtedness
(other than Indebtedness under the Bridge Credit Agreement) in a
manner adverse to the interests of the Lenders (including specifically
shortening any maturity or average life to maturity or requiring any
payment sooner than previously scheduled or increasing the interest
rate or fees applicable thereto);
(b) Make any prepayment, redemption, defeasance or acquisition
for value of (including without limitation, by way of depositing money
or securities with the trustee with respect thereto before due for the
purpose of paying when due), or refund, refinance or exchange, of any
Funded Debt (other than intercompany Indebtedness permitted hereunder
and Indebtedness under the Bridge Credit Agreement) other than
regularly scheduled payments of principal and interest on such Funded
Debt.
1.7 Section 8.12 is amended to read as follows:
8.12 No Further Negative Pledges.
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Except with respect to (i) prohibitions against other
encumbrances on specific Property encumbered to secure payment of
particular Indebtedness (which Indebtedness
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relates solely to such specific Property, and improvements and
accretions thereto, and is otherwise permitted hereby) and (ii) the
Bridge Credit Agreement, no member of the Consolidated Group will
enter into, assume or become subject to any agreement prohibiting or
otherwise restricting the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired, or
requiring the grant of any security for such obligation if security is
given for some other obligation.
1.8 Clause (j) of Section 9.1 is renumbered as clause (k), and a new
clause (j) is added to read as follows:
(j) The occurrence of an Event of Default under the Bridge Credit
Agreement; or
2. By execution of this Amendment, the Required Lenders authorize and
direct the Administrative Agent, on behalf of the Lenders under the Credit
Agreement, to enter into the Intercreditor Agreement.
3. This Amendment shall be effective upon satisfaction of the following
conditions:
(a) execution of this Amendment by the Credit Parties and the Required
Lenders; and
(b) receipt by the Administrative Agent of legal opinions of counsel
to the Credit Parties relating to this Amendment.
4. The Credit Parties hereby affirm (i) the representations and
warranties set out in Section 6 of the Credit Agreement are true and correct as
of the date hereof (except those which expressly relate to an earlier period)
and (ii) no Default or Event of Default presently exists.
5. Except as modified hereby, all of the terms and provisions of the
Credit Agreement (including Schedules and Exhibits) shall remain in full force
and effect.
6. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable fees and expenses
of Xxxxx & Xxx Xxxxx, PLLC.
7. This Amendment 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 Amendment to produce or account for
more than one such counterpart.
8. This Amendment 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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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: NAVIGANT INTERNATIONAL, INC.
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a Delaware corporation
By: s/ Xxxxxx X. Over
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Name: Xxxxxx X. Over, Jr.
Title: Vice President
GUARANTORS: PROFESSIONAL TRAVEL CORPORATION,
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a Colorado corporation
ASSOCIATED TRAVEL SERVICES, LLC,
a Delaware limited liability company
XXXXXXXX TRAVEL MANAGEMENT, INC.,
a Connecticut corporation
MTA, INC.,
a Washington corporation
ENVISION VACATIONS, INC.,
a Michigan corporation
OMNI TRAVEL SERVICE, INC.,
a Massachusetts corporation
XXXXXXX ASSOCIATES, INC.,
a Virginia corporation
TRAVEL CONSULTANTS, INC.,
a Michigan corporation
TRAVELCORP., INC.,
a Minnesota corporation
WAREHEIM TRAVEL SERVICES, INC.,
a Maryland corporation
WORLD EXPRESS TRAVEL, INC.,
an Alaska corporation
XXXXXX WORLDWIDE TRAVEL SERVICE, INC.,
an Arizona corporation
XXXXXXXXX TRAVEL CENTER, INC.,
an Illinois corporation
By: s/ Xxxxxx X. Over
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Name: Xxxxxx X. Over, Jr.
Title: Vice President of each of the foregoing Guarantors
[Signature Pages Follow]
ATLAS TRAVEL SERVICES, LP,
a Texas limited partnership
By: ATLAS TRAVEL GP, INC.,
a Texas corporation
By: s/ Xxxxxx X. Over
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Name: Xxxxxx X. Over, Jr.
Title: Vice President
LENDERS: NATIONSBANK, N.A.,
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individually in its capacity as a
Lender and in its capacity as Administrative Agent
By: /s/ Xxxxxxxxxxxx X. Swamidasan
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Name: Xxxxxxxxxxxx X. Swamidasan
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President