Exhibit 10.10 (b)(ii)
CONFORMED COPY
AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT
AMENDMENT dated as of January 7, 1998 to the Five-Year Credit Agreement
dated as of July 23, 1997, (the "Credit Agreement") among GALILEO INTERNATIONAL
INC. (the "Borrower"), the BANKS party thereto (the "Banks") and XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to modify
the definition of Interest Period;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
Section 2. Definition of Interest Period. The definition of "Interest
Period" in Section 1.01 of the Credit Agreement is amended by
(i) adding the words "14, 45 or 75 days thereafter or" immediately
following the word "ending" in the third line of clause (3); and
(ii) by replacing the number "30" in clause (4) with the number "14."
Section 3. Amendment to Exhibit B and Exhibit D to the Credit Agreement.
The final footnote to Exhibit B and the third footnote to Exhibit D to the
Credit Agreement are hereby amended by substituting "14 days" for
(i) "one month (LIBOR Auction) or not less than 30 days (Absolute Rate
Auction)" in Exhibit B; and
(ii) "one month or not less than 30 days" in Exhibit D.
Section 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 6. Effectiveness. This Amendment shall become effective on the
date when the Agent shall have received from each of the Borrower and the
Required Banks a counterpart hereof signed by such party or facsimile or other
written confirmation (in form satisfactory to the Agent) that such party has
signed a counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
GALILEO INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Title: Senior Vice President and
Chief Financial Officer
AGENT
-----
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Title: Vice President
CO-ARRANGERS
------------
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Title: Managing Director
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BANK OF MONTREAL
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Title: Managing Director
CO-AGENTS
---------
MIDLAND BANK PLC
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------
Title: Corporate Banking Manager
THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------
Title: Deputy General Manager
THE SUMITOMO BANK, LIMITED
CHICAGO BRANCH
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Title: Senior Vice President
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ABN AMRO BANK N.V.
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Title: Vice President
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Title: Vice President
BANK AUSTRIA
AKTIENGESELLSCHAFT,
NEW YORK BRANCH
By: /s/ J. Xxxxxxx Xxxx
--------------------------------------
Title: Vice President
By: /s/ Xxxxx X. Xxxx
--------------------------------------
Title: Assistant Vice President
PARTICIPANTS
------------
CREDIT LYONNAIS
NEW YORK BRANCH
By: /s/ Philippe Soustra
--------------------------------------
Title: Senior Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Title: Manager
SOCIETE GENERALE
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CHICAGO BRANCH
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Title: Vice President and Team Leader
SWISS BANK CORPORATION,
STAMFORD BRANCH
By: /s/ Xxxx Xxxxx
--------------------------------------
Title: Director
Banking Finance
By: /s/ Xxxxxxx X. XxXxxxxx
--------------------------------------
Title: Associate Director
Banking Products Support, N.A.
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxx F. T. Monhart
--------------------------------------
Title: Vice President
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THE SANWA BANK, LIMITED,
CHICAGO BRANCH
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Title: Vice President and Manager
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By: /s/ Xxxxxxxxx Xxxxxxxxxx
--------------------------------------
Title: Vice President
By: /s/ Xxxx Xxxxxx
--------------------------------------
Title: Associate
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------------
Title: Senior Vice President
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XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK,
as Agent
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Title: Vice President
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