EXHIBIT 10.2
October __, 2001
Navigant International, Inc.
00 Xxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
Re: Amendment to Note Purchase Agreements
Ladies and Gentlemen:
Reference is made to (1) the Note Purchase Agreement, dated as of November
15, 2000, by and between Navigant International, Inc., a Delaware corporation
(the "Company"), and The Prudential Insurance Company of America, (2) the Note
Purchase Agreement, dated as of November 15, 2000, by and between the Company,
on the one hand, and Security Life of Denver Insurance Company, USG Annuity &
Life Company, Northern Life Insurance Company, Reliastar Life Insurance Company,
Reliastar Life Insurance Company of New York and Security Connecticut Life
Insurance Company, on the other hand, (3) the Note Purchase Agreement, dated as
of November 15, 2000, by and between the Company and Teachers Insurance and
Annuity Association of America, (4) the Note Purchase Agreement, dated as of
November 15, 2000, by and between the Company and The Guardian Life Insurance
Company of America, and (5) the Note Purchase Agreement, dated as of November
15, 2000, by and between the Company and Hartford Life Insurance Company (each a
"Note Purchase Agreement"; collectively, the "Note Purchase Agreements").
Capitalized terms not defined herein shall have the meanings given to such terms
in the Note Purchase Agreements.
Pursuant to the request of the Company and the provisions of Section 17.1
of the Note Purchase Agreements, each of the undersigned agrees to amend the
respective Note Purchase Agreement to which it is a party, subject to the
conditions and in reliance on the representations and warranties set forth
herein.
In consideration of the foregoing recitals, the parties hereto agree as
follows:
1. Amendments to Note Purchase Agreements.
1.1 Section 10.5 of each Note Purchase Agreement is amended by
inserting the following proviso at the end thereof:
"; provided, however, that solely during such period of time
Consolidated EBITDA for the period of four fiscal quarters ended
September 30, 2001 is
Navigant International, Inc.
October __, 2001
Page Two
relevant, the Company may permit such ratio to be in excess of
2.75:1.00 but not greater than 3.75:1.00."
1.2 The following is added to each Note Purchase Agreement as a new
Section 9.10 thereof:
"9.10 Minimum Commitment.
The Company shall at all times have in place a committed revolving
credit facility from banks and other financial institutions with
aggregate availability of not less than $150,000,000, and such
facility shall not expire until such time as each holder of the Notes
has received (i) financial statements of the Company and its
subsidiaries for the fiscal year ended December 31, 2001 (which may be
in the form of internally-prepared financial statements) and (ii) a
certificate ("Certificate") from the Company's chief financial officer
certifying to the effect that such financial statements fairly present
in all material respects the consolidated financial position of the
Company and its Restricted Subsidiaries as of December 31, 2001 and
that no Default or Event of Default existed on December 31, 2001 or
exists as of the date of the Certificate, unless such Default or Event
of Default has been consented to or waived."
1.3 The following is added to each Note Purchase Agreement as a new
Section 10.14 thereof:
"10.14 Minimum Bank Commitment.
The Company will not allow the principal amount of Indebtedness of the
Company under the Bank Credit Agreement to be less than $100,000,000
until such time as each holder of the Notes has received (i) financial
statements of the Company and its subsidiaries for the fiscal year
ended December 31, 2001 (which may be in the form of internally-
prepared financial statements) and (ii) the Certificate."
1.4 The following definition is added to the list of definitions set
forth on Schedule B of each Note Purchase Agreement, inserted in its respective
alphabetical sequence:
"Certificate" shall have the meaning assigned to such term in Section
9.10.
2. Condition to Effectiveness. The effectiveness of the foregoing
amendments is subject to the receipt by each of the undersigned of an amendment
to the Bank Credit Agreement, in the form of Exhibit A attached hereto ("Bank
Amendment"), duly executed and
Navigant International, Inc.
October __, 2001
Page Three
delivered by each lender under the Bank Credit Agreement and Bank of America, as
agent thereunder (collectively, the "Bank Group").
3. Representations and Warranties. The Company hereby certifies that (a)
no Default or Event of Default under any Note Purchase Agreement will exist upon
giving effect to this letter amendment and the Bank Amendment, and (b) the Bank
Group is not receiving any remuneration for the Bank Amendment.
4. Covenants of the Company. In consideration of the consent set forth
above, the Company hereby covenants and agrees that, notwithstanding Section
10.9, Section 10.11, and Section 10.12 of, or any other provision to the
contrary in, the Note Purchase Agreements or the other Transaction Documents,
the Company will not at any time prior to the time each holder of the Notes has
received the Certificate (a) make any cash payments 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
exclusively funded 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 to repurchase or redeem any capital stock of the
Company, or (c) declare or pay any cash dividend or make any other cash
distribution on any of its capital stock now outstanding or hereafter issued.
5. No Waiver. The amendments and agreements set forth in this letter
amendment shall be limited precisely as written and shall not be deemed to be
(a) an amendment, consent or waiver of any other terms or conditions of any Note
Purchase Agreement or any other Transaction Document, (b) a waiver of any right
or remedy of the holders of the Notes pursuant to the Transaction Documents or
(c) a consent to any future amendment, consent or waiver of any provision of the
Note Purchase Agreements or any other Transaction Document. Except as expressly
set forth in this letter amendment, each Note Purchase Agreement and all related
documents shall continue in full force and effect.
6. Counterparts; Effectiveness. This letter amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.
Navigant International, Inc.
October __, 2001
Page Four
Very truly yours,
The Prudential Insurance Company Of America
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Security Life Of Denver Insurance Company
USG Annuity & Life Company
Northern Life Insurance Company
Reliastar Life Insurance Company
Reliastar Life Insurance Company Of New
York
Security Connecticut Life Insurance Company
By: ING Investment Management LLC,
as Agent of each of the foregoing
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Teachers Insurance and Annuity Association
Of America
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
The Guardian Life Insurance Company
Of America
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Navigant International, Inc.
October __, 2001
Page Five
Hartford Life Insurance Company
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
The foregoing is hereby accepted
and agreed to as of the date first
above written.
Navigant International, Inc.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
The undersigned Guarantors consent to the foregoing.
AKRA TRAVEL, INC.,
a Florida corporation
XXXXXXXXX TRAVEL CENTER, INCORPORATED,
an Illinois corporation
ASSOCIATED TRAVEL SERVICES, LLC,
a Delaware limited liability company
XXXXXX WORLDWIDE TRAVEL SERVICE, INCORPORATED,
an Arizona corporation
COUCH/XXXXXXX TRAVEL, LTD.,
a Pennsylvania corporation
CORNERSTONE ENTERPRISES, INC.,
a Massachusetts corporation
ENVISION VACATIONS, INC.,
a Michigan corporation
XXXXX TRAVEL GROUP, INC.,
a Louisiana corporation
By:
----------------------------
Name: Xxxxxx X. Xxxx, Xx.
Title: Vice President of each
of the foregoing Guarantors
Navigant International, Inc.
October __, 2001
Page Six
FIRST TRAVELCORP, INC.,
a North Carolina corporation
FORBES TRAVEL SERVICE, INC.,
a Pennsylvania corporation
XXXXXXXX TRAVEL MANAGEMENT, INC.,
a Connecticut corporation
XXXXX TRAVEL BUREAU, INC.,
a Massachusetts corporation
MTA, INC.,
a Washington corporation
NAVIGANT INTERNATIONAL UK 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. Xxxx, Xx.
Title: Vice President of each
of the foregoing Guarantors
ATLAS TRAVEL SERVICES, L.P.,
a Texas limited partnership
By: ATLAS TRAVEL GP, INC.,
a Texas corporation
By:
----------------------------
Name: Xxxxxx X. Xxxx, Xx.
Title: Vice President
