Exhibit 10.1
FIFTH AMENDMENT
THIS FIFTH AMENDMENT (this "Amendment") dated as of March 19, 2003 to the
Credit Agreement referenced below is by and among Navigant International, Inc.,
a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower
identified as "Guarantors" on the signature pages hereto (the "Guarantors"), the
Lenders identified on the signature pages hereto and Bank of America, N.A., as
Administrative Agent.
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 dated as of
August 6, 1999 (as amended, modified, supplemented, increased and extended from
time to time, the "Credit Agreement") 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 certain modifications to the Credit
Agreement that require the consent of the Required Lenders; and
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 are hereby
acknowledged, the parties hereto agree as follows:
1. Capitalized Terms. Capitalized terms used herein but not otherwise
defined herein shall have the meanings provided to such terms in the Credit
Agreement.
2. Amendments. The Credit Agreement is amended in the following respects:
2.1 In the definition of "Available Revolving Committed Amount" in Section
1.1 of the Credit Agreement, the reference to "December 31, 2002" is
amended to read "March 31, 2004".
2.2 Clause (a) of Section 7.9 of the Credit Agreement is amended to read as
follows:
(a) Consolidated Leverage Ratio. As of the end of each fiscal quarter
set forth below, the Consolidated Leverage Ratio shall not be greater
than the ratio set forth below opposite such fiscal quarter:
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Fiscal Quarter Ending Maximum Consolidated
On or About Leverage Ratio
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March 31, 2003 3.00:1.00
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June 30, 2003 2.75:1.00
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September 30, 2003 2.75:1.00
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December 31, 2003 and each 2.50:1.00
fiscal quarter ending thereafter
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provided, however, that if the Borrower elects the Increased
Availability Option, then as of the end of each fiscal quarter
ending after the Increased Availability Quarter the Consolidated
Leverage Ratio shall not be greater than 2.50:1.00.
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3. Approval of Amendment to Senior Note Documents. Each of the undersigned
Lenders hereby approves the amendment to the Note Purchase Agreements,
including, without limitation, the amendment therein to Section 10.5 (Debt to
EBITDA), in substantially the form of Exhibit A hereto.
4. Conditions Precedent. This Amendment shall be effective as of the date
hereof upon satisfaction of the following conditions:
(a) receipt by the Administrative Agent of multiple counterparts of
this Amendment executed by the Credit Parties and the Required Lenders;
(b) receipt by the Administrative Agent of a certified copy of an
amendment to the Note Purchase Agreements in substantially the form of
Exhibit A hereto which shall be effective (or shall by its terms become
effective simultaneous with the effectiveness of this Amendment);
(c) receipt of the Administrative Agent, for the ratable benefit of
the Lenders that deliver an executed signature page to this Amendment (the
"Approving Lenders"), of an amendment fee equal to fifteen basis points
(0.15%) on the Commitments of the Approving Lenders; and
(d) receipt by the Administrative Agent of all other fees and expenses
due and payable by the Borrower in connection with this Amendment.
5. Reaffirmation of Representations and Warranties. The Borrower 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 that expressly relate to an earlier period).
6. Reaffirmation of Guaranty. Each Guarantor (i) acknowledges and consents
to all of the terms and conditions of this Amendment, (ii) affirms all of its
obligations under the Credit Documents and (iii) agrees that this Amendment 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.
7. Reaffirmation of Security Interests. The Borrower and each Guarantor (i)
affirms that each of the Liens granted in or pursuant to the Credit Documents
are valid and subsisting and (ii) agrees that this Amendment shall in no manner
impair or otherwise adversely effect any of the Liens granted in or pursuant to
the Credit Documents.
8. 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.
9. Counterparts. 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.
10. Governing Law. 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 Fourth Amendment to be duly executed and delivered as of the date first
above written.
BORROWER: NAVIGANT INTERNATIONAL, INC.,
a Delaware corporation
By:
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Name: Xxxx X. Xxxxxxx
Title: Sr. Vice President and Corporate Controller
GUARANTORS: NAVIGANT INTERNATIONAL/NORTH CENTRAL, INC.,
an Illinois corporation
NAVIGANT INTERNATIONAL/SOUTHWEST, LLC,
a Delaware limited liability company
CORNERSTONE ENTERPRISES, INC.,
a Massachusetts corporation
ENVISION VACATIONS, INC.,
a Michigan corporation
NAVIGANT INTERNATIONAL/SOUTHEAST, INC.,
a North Carolina corporation
NAVIGANT INTERNATIONAL/NORTHWEST, INC.,
a Washington corporation
NAVIGANT INTERNATIONAL/NORTHEAST, INC.,
a Connecticut corporation
NAVIGANT INTERNATIONAL U.K. 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
By:
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Name: Xxxx X. Xxxxxxx
Title: Vice President of each of the
foregoing Guarantors
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
LENDERS: BANK OF AMERICA, N.A.,
in its capacity as Administrative Agent
and in its individual capacity as a Lender
By:
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Name: Chitt Swamidasan
Title: Principal
U.S. BANK NATIONAL ASSOCIATION
By:
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Name:
Title:
KEYBANK, N.A.
By:
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Name:
Title:
THE BANK OF NOVA SCOTIA
By:
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Name:
Title:
BANK ONE, COLORADO, N.A.
By:
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Name:
Title:
UNION BANK OF CALIFORNIA
By:
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Name:
Title:
EXHIBIT A
AMENDMENT TO SENIOR NOTE DOCUMENTS
