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Exhibit 10.3
SECOND AMENDMENT
THIS SECOND AMENDMENT (this "Amendment"), dated as of August 31, 2000, to
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the 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 and Bank of America, N.A., as
Administrative Agent. Terms used herein but not otherwise defined herein shall
have the meanings provided to such terms in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $125 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 and modified from time to time, the "Credit
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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 which 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. Amendments. The Credit Agreement is amended in the following
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respects:
1.1 The definition of "Aggregate Revolving Committed Amount" in Section
1.1 of the Credit Agreement is amended to read as follows:
"Aggregate Revolving Committed Amount" means the aggregate amount of
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Revolving Commitments in effect from time to time, being ONE HUNDRED
FIFTY MILLION DOLLARS ($150,000,000), as such amount may be reduced
from time to time in accordance with the provisions hereof.
1.2 The following definitions are added to Section 1.1 of the Credit
Agreement:
"Approved Sale Leaseback Transaction" means the sale by the Borrower
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of its headquarters building in Englewood, Colorado, and its office
building in Grand Rapids, Michigan, for approximately $9,500,000 in
total proceeds, with the simultaneous signing of ten year operating
leases on each building for annual rents of approximately $1,010,000
in total.
"Sale Leaseback Transaction" means a transaction described in Section
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8.11.
"Senior Note Indenture" means the indenture governing the Senior
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Notes.
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"Senior Notes" means the senior secured notes issued by the Borrower
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on terms and conditions that are, and evidenced by documentation that
is, reasonably satisfactory to the Administrative Agent and the
Required Lenders.
1.3 In the definition of "Permitted Liens" in Section 1.1 of the
Credit Agreement, 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 securing the Senior Notes, but only (A) to the extent
such Liens are on the same Property as to which the Lenders hereunder
also have a Lien to secure the obligations under the Credit Documents,
and (B) so long as the Indebtedness evidenced by the Senior Notes and
the obligations under this Credit Agreement shall share pari passu in
the Property subject to such Liens;
1.4 The first sentence of Section 2.1(f) is amended to read as follows:
The Borrower will be limited to a maximum number of six (6) Eurodollar
Loans outstanding at any time.
1.5 In Section 8.1 of the Credit Agreement clauses (g) and (h) thereof are
renumbered as clause (i) and (j), respectively, thereof, and new clauses (g) and
(h) are added thereto to read as follows:
(g) Indebtedness arising under the Senior Notes in an aggregate
principal amount not to exceed $50,000,000, and renewals, refinancing
and refundings of the then outstanding principal amount of the Senior
Notes on terms and conditions no less favorable to the Lenders than
the terms and conditions contained in the Senior Notes (and the Senior
Note Indenture);
(h) seller financing obligations incurred in connection with
acquisitions permitted under Section 8.4(c) in an aggregate principal
amount not to exceed $25,000,000;
1.6 The parenthetical in the introductory clause of Section 8.4(b) is
amended to read as follows:
(including any Sale Leaseback Transaction, but excluding and not
subject to clauses (i) and (ii) below, (A) the sale of inventory in
the ordinary course of business, (B) the sale or disposition of plant,
property and equipment which is no longer useful in the business or as
to which the proceeds therefrom are reinvested in plant, property and
equipment within six months thereof, (C) the Excluded Asset
Dispositions and (D) the Approved Sale Leaseback Transaction)
1.7 In Section 8.12, the phrase "Except with respect to" is amended to
read as follows:
Except for (a) restrictions in the Senior Note Indenture and (b)
1.8 A new Section 10.10 is added to the Credit Agreement to read as
follows
Section 10.10 Syndication Agent and Documentation Agent.
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The titles of Syndication Agent and Documentation Agent are bestowed
in recognition of the participation in this credit by the Syndication
Agent and Documentation Agent, and such title shall not impose or
imply any duties or responsibilities whatsoever of the Syndication
Agent or Documentation Agent, in their respective capacity as such, to
the Borrower, the Guarantors, the Administrative Agent or the Lenders.
2. Schedule 2.1(a) to the Credit Agreement is amended and replaced in its
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entirety with the Schedule 2.1(a) attached hereto, and the Revolving Committed
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Amount and Revolving Commitment Percentage of each Lender shall be as set forth
on Schedule 2.1(a) attached hereto.
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3. Consent to Acquisitions.
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3.1 [* * *]. Notwithstanding the provisions of Section
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8.4(c)(ii)(A), the Required Lenders hereby consent to the acquisition by the
Borrower of [* * *], on the terms and conditions set forth hereafter, provided
that such acquisition complies with each of the other provisions of the Credit
Agreement and the other Credit Documents. The structure of the [* * *]
acquisition will be as described in either (a) or (b) below:
(a) The Borrower shall acquire of 100% of the issued and outstanding
stock of [* * *] for approximately [* * *] in cash and capital stock
of the Borrower. The actual purchase price will ultimately equal
[* * *] times [* * *] adjusted EBITDA for the twelve months ended June
30, 2001. The purchase price will be paid in two installments, a down
payment at closing, equal to [* * *] times [* * *] adjusted EBITDA for
the twelve months prior to closing, and the second to be paid promptly
after the parties calculate and agree on the adjusted EBITDA for the
twelve month period ended June 30, 2001. The second payment shall be
equal to the total purchase price, less the down payment. Both
payments shall be made up of approximately [* * *] stock and [* * *]
cash. The stock portion of the down payment will be calculated at the
market price of the capital stock of the Borrower at, or near,
closing, while the stock portion of the final payment will be
calculated using the market price at, or near, the final payment date.
(b) The Borrower shall acquire of 100% of the issued and outstanding
stock of [* * *] for approximately [* * *] in cash and capital stock
of the Borrower. The purchase price will be subject to adjustment if
[* * *] does not have at least [* * *] in EBITDA for the twelve months
ending November 30, 2000. [* * *] of the purchase price will be paid
at closing, [* * *] in cash and [* * *] in stock. [* * *] will be
withheld, and paid in two further installments. Up to [* * *] will be
paid upon completion of an audit for the twelve months ended on
November 30, 2000, while the balance will be held for a period of up
to two years to secure representations and warranties in the purchase
agreement. The stock portion of the purchase price will be calculated
at the market price of the capital stock of the Borrower at, or near,
closing.
[* * *] This confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
and Exchange Act of 1934, as Amended.
3.2 Global Travel Solutions. Notwithstanding the provisions of Section
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8.4(c)(ii)(A), the Required Lenders hereby consent to the acquisition by the
Borrower of GTS Global Travel Solutions ("GTS"), a travel management company
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based in Canada, on the terms and conditions set forth hereafter,
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provided that such acquisition complies with each of the other provisions of the
Credit Agreement and the other Credit Documents. The Borrower shall acquire 100%
of the ownership interest of GTS for approximately [* * *] in cash. The actual
purchase price will ultimately equal [* * *] times GTS's adjusted EBIT for the
twelve months ended August 31, 2000. [* * *] of the purchase price shall be
withheld for a period of up to two years to secure GTS's representations and
warranties in a final acquisition agreement.
[* * *] This confidential information has been omitted and filed separately with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
and Exchange Act of 1934, as Amended.
4. Conditions Precedent. This Amendment shall be effective upon
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satisfaction of the following conditions precedent:
(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 an opinion of counsel to
the Credit Parties relating to this Amendment, which opinion shall be in
form and substance satisfactory to the Required Lenders;
(c) receipt by the Administrative Agent, for the ratable benefit of
the Lenders which consent to this Amendment (the "Consenting Lenders"), of
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an amendment fee equal to 5 basis points (0.05%) on the aggregate
Commitments of the Consenting Lenders; and
(d) receipt by the Administrative Agent of all other fees and
expenses due in connection with this Amendment;
5. Reaffirmation of Representations and Warranties. The Borrower hereby
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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 which expressly relate to an earlier period).
6. Reaffirmation of Guaranty. Each Guarantor (i) acknowledges and
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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. No Other Changes. Except as modified hereby, all of the terms and
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provisions of the Credit Agreement and the other Credit Documents (including
schedules and exhibits thereto) shall remain in full force and effect.
8. Costs and Expenses. The Borrower agrees to pay all reasonable costs
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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 Moore & Van Allen, PLLC.
9. Counterparts. This Amendment may be executed in any number of
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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
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under, and for all purposes shall be construed in accordance with, the laws of
the State of North Carolina.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Second 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
/s/ Eugene A. Over, Jr.
By:_________________________
Name: Eugene A. Over, Jr.
Title: Vice President
GUARANTORS: AKRA TRAVEL, INC.,
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a Florida corporation
ARRINGTON TRAVEL CENTER, INC.,
an Illinois corporation
ASSOCIATED TRAVEL SERVICES, LLC,
a Delaware limited liability company
BOWERS WORLDWIDE TRAVEL SERVICES, INC.,
an Arizona corporation
COUCH/MOLLICA TRAVEL, LTD.,
a Pennsylvania corporation
ENVISION VACATIONS, INC.,
a Michigan corporation
EVANS TRAVEL GROUP, INC.,
a Louisiana corporation
FORBES TRAVEL SERVICE, INC.,
a Pennsylvania corporation
MCGREGOR TRAVEL MANAGEMENT, INC.,
a Connecticut corporation
MORAN TRAVEL BUREAU, INC.,
a Massachusetts corporation
MTA, INC.,
a Washington corporation
NAVIGANT INTERNATIONAL U.K. HOLDINGS, INC.
a Delaware corporation
NAVIGANT CRUISE CENTER, INC.,
a Delaware corporation
/s/ Eugene A. Over, Jr.
By: _________________________
Name: Eugene A. Over, Jr.
Title: Vice President of each
of the foregoing Guarantors
[Signature Pages Continue]
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OMNI TRAVEL SERVICE, INC.,
a Massachusetts corporation
PROFESSIONAL TRAVEL CORPORATION,
a Colorado corporation
SIMMONS ASSOCIATES, INC.,
a Virginia corporation
TRAVEL CONSULTANTS, INC.,
a Michigan corporation
TRAVELCORP., INC.,
a Minnesota corporation
WORLD EXPRESS TRAVEL, INC.,
an Alaska corporation
/s/ Eugene A. Over, Jr.
By: _________________________
Name: Eugene A. Over, Jr.
Title: Vice President of each
of the foregoing Guarantors
ATLAS TRAVEL SERVICES, LP,
a Texas limited partnership
By: ATLAS TRAVEL GP, INC.,
a Texas corporation
/s/ Eugene A. Over, Jr.
By:________________________________
Name: Eugene A. Over, Jr.
Title: Vice President
[Signature Pages Continue]
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LENDERS: BANK OF AMERICA, N.A.,
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in its capacity as Administrative Agent
and in its individual capacity as a Lender
By: _________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By: _________________________
Name:
Title:
KEYBANK, N.A.
By: _________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: _________________________
Name:
Title:
BANK ONE, COLORADO, N.A.
By: _________________________
Name:
Title:
UNION BANK OF CALIFORNIA
By: _________________________
Name:
Title:
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Schedule 2.1(a)
LENDERS AND COMMITMENTS
<TABLE>
<CAPTION>
Revolving Revolving LOC
Lender Committed Amount Commitment Percentage Committed Amount
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<S> <C> <C> <C>
Bank of America, N.A. $ 34,000,000 22.67% $ 3,600,000
U.S. Bank National Association $ 30,000,000 20.00% $ 3,000,000
Key Bank National Association $ 30,000,000 20.00% $ 3,000,000
The Bank of Nova Scotia $ 20,000,000 13.33% $ 1,800,000
Bank One, Colorado, N.A. $ 18,000,000 12.00% $ 1,800,000
Union Bank of California, N.A. $ 18,000,000 12.00% $ 1,800,000
Total $150,000,000 100.00% $15,000,000
</TABLE>
