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EXHIBIT 10.27
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of May 7, 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 8.4 of the Credit Agreement is amended as follows:
(a) The following is added immediately before the semicolon in clause (d):
"and option payments in an aggregate amount not exceeding $14,050,000
made by the Borrower to acquire the Capital Stock of Trace Xxxxxx
Solutions, Inc.".
(b) The word "and" at the end of clause (e) is deleted.
(c) The period at the end of clause (f) is replaced by "; and".
(d) The following is added as a new clause (g):
"(g) loans and advances made by the Borrower to Xxxxx Xxxxxx
and J. Xxxxxxx Xxxxx in an aggregate principal amount not
exceeding $1,208,000 and $302,000, respectively, at any time
outstanding, together with any evidence thereof, provided that
the proceeds of each such loan or advance shall be used solely
for the purpose of enabling them to pay or satisfy their
respective tax liabilities.".
2. Section 8.5(d) of the Credit Agreement is amended as follows:
(a) The words "with respect to each Acquisition made in any period of four
consecutive fiscal quarters occurring after the First Restatement Date"
are deleted and the following is inserted in their place: "with respect
to each Acquisition made in any period consisting of the then current
fiscal quarter and such number of immediately preceding full consecutive
fiscal quarters as shall have occurred after December 31, 1998 (which
number shall in no event exceed three)".
(b) The following is inserted immediately after the amount "$25,000,000":
"provided that, notwithstanding anything to the contrary contained in any
Loan Document, an additional $20,000,000 of Acquisition Consideration may
be paid solely in connection with the Acquisition of the Capital Stock of
Trace Xxxxxx Solutions, Inc., and for purposes of calculating the amounts
referred to in subclauses (i) through (iv) of this
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clause (d), the Acquisition Consideration paid in connection with such
Acquisition shall be included only to the extent of the portion thereof
that exceeds $20,000,000".
3. Section 8.11 is amended by adding the following proviso immediately
before the period at the end thereof: "provided that this Section shall
not apply to any transaction permitted under Section 8.4(g)".
4. Paragraphs 1 - 3 hereof shall not be effective until such time as the
Required Lenders shall have consented hereto in writing.
5. The Borrower hereby (a) represents and warrants that all of the
representations and warranties contained in the Loan Documents are true
and correct in all material respects with the same effect as though such
representations and warranties had been made on the date hereof, except
to the extent such representations and warranties specifically relate to
an earlier date, in which case such representations and warranties are
true and correct on and as of such earlier date, and (b) reaffirms and
admits the validity and enforceability of each Loan Document and all of
the obligations of each Loan Party under such Loan Document.
6. 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.
7. 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.
8. 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/ XXXXX X. XXXXXX
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Name: Xxxxx Xxxxxx
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Title: Chairman
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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
FRIENDLY HOLIDAYS, INC.
ISLAND RESORT TOURS, INC.
INTERNATIONAL TRAVEL & RESORTS, INC.
AS TO EACH OF THE FOREGOING:
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx Xxxxxx
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Title: Chairman
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