<PAGE> 1
EX 10.41
AMENDMENT NO. 3
AMENDMENT NO. 3, dated as of June 20, 2000 (this "AMENDMENT"), to and
under the Second Amended and Restated Credit Agreement, dated as of October 28,
1999, by and among Global Vacation Group, Inc., the Lenders party thereto and
The Bank of New York, as Administrative Agent, as amended by Amendment No. 1,
dated as of February 25, 2000 and as amended by Amendment No. 2, dated as of May
9, 2000 (as so amended, 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 desires to incur $27,500,000 of subordinated Indebtedness to be
evidenced by the Initial Subordinated Note (as defined below). In connection
therewith, the Borrower intends to permanently reduce the Aggregate Revolving
Commitments by $10,000,000 to $20,485,000 and to prepay in full the outstanding
principal balance of the Revolving Loans.
III. In connection therewith, the Borrower has requested that the Administrative
Agent, with the consent of Required Lenders, amend the Credit Agreement upon the
terms and conditions contained in this Amendment, and the Administrative Agent
and the Lenders signing below are 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 to amend the Credit Agreement as follows:
The definition of "Applicable Margin" appearing in Section 1.1 of the Credit
Agreement is amended and restated in its entirety to read as follows:
"APPLICABLE MARGIN" means:
(a) During the period from September 30, 1999 to the Amendment No. 3
Effective Date, (i) with respect to ABR Advances, 2.25%, (ii) with
respect to Eurodollar Advances and Letter of Credit Fees, 3.50% and (iii)
with respect to the Commitment Fee, 1.00%.
(b) On and after the Amendment No. 3 Effective Date, at all times during the
applicable periods set forth below: (i) with respect to ABR Advances, the
percentage set forth below under the heading "ABR Margin" and adjacent to
such period, (ii) with respect to Eurodollar Advances and Letter of
Credit Fees, the percentage set forth below under the heading "Eurodollar
Margin" and adjacent to such period and (iii) with respect to the
Commitment Fee, the percentage set
<PAGE> 2
forth below under the heading "Fee Margin" and adjacent to such period:
<TABLE>
<CAPTION>
===============================================================
WHEN THE
LEVERAGE
RATIO IS EURODOLLAR
GREATER THAN AND LESS AND LC FEE FEE
OR EQUAL TO THAN ABR MARGIN MARGIN MARGIN
---------------------------------------------------------------
<S> <C> <C> <C> <C>
1.75:1.00 1.750% 2.750% 0.750%
---------------------------------------------------------------
1.00:1.00 1.75:1.00 1.375% 2.375% 0.625%
---------------------------------------------------------------
1.00:1.00 1.000% 2.000% 0.500%
===============================================================
</TABLE>
Changes in the Applicable Margin resulting on and after the Amendment No. 3
Effective Date from a change in the Leverage Ratio shall be based upon the
Compliance Certificate most recently delivered under Section 7.1(c) and shall
become effective on the day such Compliance Certificate is delivered to the
Administrative Agent. Notwithstanding anything to the contrary in this
definition, (i) if the Borrower shall fail to deliver to the Administrative
Agent such a Compliance Certificate on or prior to any date required hereby, the
Leverage Ratio shall be deemed to be 1.75:1.00 from and including such date to
the date of delivery to the Administrative Agent of such Compliance Certificate
and (ii) during the period commencing on the Amendment No. 3 Effective Date and
ending on the date of delivery of the Compliance Certificate for the fiscal
quarter ending June 30, 2000, the Leverage Ratio for purposes of this defined
term only shall be deemed to be 1.75:1.00.
The definition of "Change in Control" appearing in Section 1.1 of the Credit
Agreement is amended in its entirety to read as follows:
"CHANGE IN CONTROL" means the occurrence of one or more of the following events:
(a) except in connection with one or more Equity Issuances after the Second
Restatement Date, the acquisition directly or indirectly by any person,
or two or more persons acting in concert, other than Thayer, of
beneficial ownership of a percentage of the outstanding voting stock of
the Borrower that exceeds in the aggregate the percentage of such voting
stock then beneficially owned or controlled, directly or indirectly, by
Thayer;
(b) prior to the conversion of the Subordinated Notes (in whole or in part)
to common stock of the Borrower, the failure of Thayer (and/or its
Affiliates) to own and control, directly or indirectly (free and clear of
all Liens), at any time less than 51% of the outstanding common stock
(including 51% of the outstanding voting stock) of the Borrower without
regard to shares subsequently purchased under the Borrower's
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<PAGE> 3
stock option plan as in effect on the Amendment No. 3 Effective Date;
(c) on and after the conversion of the Subordinated Notes (in whole or in
part) to common stock of the Borrower, the failure of Thayer (and/or its
Affiliates) to own and control, directly or indirectly (free and clear of
all Liens), at any time less than all of the Capital Stock (including
outstanding voting stock) of the Borrower that is owned and controlled by
Thayer on the date on which the first such conversion occurs, as the same
may be adjusted to reflect stock splits, reverse stock splits, stock
dividends or other distributions of Capital Stock;
(d) the failure of the Borrower or a Subsidiary Guarantor to own and control
all of the Capital Stock of each Subsidiary, free and clear of all Liens
except for Liens in favor of the Administrative Agent; and
(e) the occurrence of a "Change of Control" as defined in the Subordinated
Notes or the occurrence of any other event which gives the holder of the
Subordinated Notes the right to require the Borrower to repurchase, repay
or prepay the Indebtedness thereunder.
For purposes of this definition, (i) the term "person" shall have the meaning
ascribed thereto in Sections 13(d) and 14(d)(2) of the Exchange Act, (ii) the
term "beneficial owner" shall have the meaning ascribed thereto in Rule 13d-3
under the Exchange Act, and (iii) the term "voting stock" shall mean all
outstanding shares of any class or classes (however designated) of Capital Stock
of the Borrower entitled to vote generally in the election of members of the
Managing Person thereof.
The definition of "EBITDA" appearing in Section 1.1 of the Credit Agreement is
amended and restated in its entirety to read as follows:
"EBITDA" means, for any period, an amount equal to (i) net income of the
Borrower and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP for such period, plus (ii) the sum of, without duplication, each of
the following with respect to the Borrower and its Subsidiaries to the extent
utilized in determining such net income for such period, (a) cash interest
expense, (b) cash income taxes paid, (c) depreciation, amortization and other
non-cash charges, (d) extraordinary losses from sales, exchanges and other
dispositions of Property not in the ordinary course of business, (e) for each
period which includes September 30, 1999, a non-recurring charge taken as of
September 30, 1999, for employee severance costs of approximately $310,000, and
(f) for each period which includes June 30, 2000, September 30, 2000 or December
31, 2000, a non-recurring cash charge for restructuring expenses approved by the
Borrower's Managing Person to be taken as of June 30, 2000, September 30, 2000
or December 31, 2000, as
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<PAGE> 4
the case may be (such charge not to exceed $5,000,000 in the aggregate), minus
(iii) the sum of, without duplication, each of the following with respect to the
Borrower and its Subsidiaries, to the extent utilized in determining such net
income for such period: extraordinary gains from sales, exchanges and other
dispositions of property not in the ordinary course of business; provided,
however, that, notwithstanding anything to the contrary contained herein, such
amount shall be subject to such adjustments (including adjustments with respect
to specific items referred to in clauses (i), (ii) and (iii) of this definition
as the Borrower may hereafter request and the Required Lenders shall approve in
their discretion exercised reasonably. Notwithstanding the foregoing, (i) for
the fiscal quarters ending September 30, 1999 and December 31, 1999, EBITDA
shall be calculated by adding a non-cash charge taken as of September 30, 1999
for the addition to the bad debt reserve of the Allied division of the Borrower
in the amount of approximately $820,000, and (ii) for each period thereafter
which includes September 30, 1999, that portion of the amounts set forth in
clause (i) above of to the extent that the Borrower has received a cash payment
in respect of a purchase price adjustment described in Section 2.3(d)(vi).
The definition of "Leverage Ratio" appearing in Section 1.1 of the Credit
Agreement is amended and restated in its entirety to read as follows:
"LEVERAGE RATIO" means, as of any date, the ratio of (i) Total Debt as of such
date minus the outstanding principal amount of the Indebtedness under the
Subordinated Notes to (ii) EBITDA for the Four Quarter Trailing Period.
The definition of "Material Liabilities" appearing in Section 1.1 of the Credit
Agreement is amended and restated in its entirety to read as follows:
"MATERIAL LIABILITIES" means, on any date, (a) with respect to the Borrower, any
Subsidiary or any combination thereof: (i) all Indebtedness (other than
Indebtedness under the Loan Documents), (ii) the net termination obligations in
respect of one or more Hedging Agreements (calculated as if such Hedging
Agreements were terminated as of such date), and (iii) other liabilities, in
each case (i.e. clauses (i), (ii) and (iii) above) whether as principal,
guarantor, surety or other obligor, in an aggregate principal amount exceeding
$250,000, and (b) the Indebtedness of the Borrower in respect of the
Subordinated Notes.
The definition of "Net Worth" appearing in Section 1.1 of the Credit Agreement
is amended and restated in its entirety to read as follows:
"NET WORTH" means, at any date of determination, (i) the sum of, without
duplication, all amounts which would be included under "shareholders' equity" or
any analogous entry on a consolidated balance sheet of the Borrower determined
in accordance with GAAP as of such date plus write-offs or
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<PAGE> 5
accelerated amortization of goodwill on the balance sheet of the Borrower on
March 31, 2000 and any restructuring charges or extraordinary expenses approved
by the Borrower's Managing Person (not to exceed $5,000,000 in the aggregate) to
be taken as of June 30, 2000, September 30, 2000 or December 31, 2000, provided
that after giving effect to such write-offs or accelerated amortization of
goodwill and such restructuring charges or extraordinary expenses, the
shareholders' equity of the Borrower determined in accordance with GAAP shall be
positive, minus (ii) any preferred stock or other class of equity securities
that, by its stated terms (or by the terms of any class of equity securities
issuable upon conversion thereof or in exchange therefor), or upon the
occurrence of any event, matures or is mandatorily redeemable, or is redeemable
at the option of the holders thereof, in whole or in part prior to prior to the
367th day after the Payoff Date.
Section 1.1 of the Credit Agreement is further amended by adding the following
definitions in their appropriate alphabetical order:
"AMENDMENT NO. 3 EFFECTIVE DATE" means the date on which Amendment No. 3 to the
Credit Agreement becomes effective.
"ADJUSTED NET WORTH" means (i) the consolidated shareholders equity of the
Borrower and its Subsidiaries determined in accordance with GAAP, plus (i)
restructuring charges relating to a company the accounts of which were included
in the consolidated balance sheet of the Borrower and its Subsidiaries at March
31, 2000, plus (iii) any goodwill or other intangible assets which were
reflected on that balance sheet but are written down after March 31, 2000, (iv)
if the rate at which goodwill which was reflected on that balance sheet is being
amortized exceeds the rate at which it was being amortized at March 31, 2000,
the amount by which the accelerated amortization exceeds what the amortization
would have been if the rate had not been accelerated, and plus (iv) any
extraordinary losses from dispositions approved by the Borrower's Managing
Person of assets or properties which assets or properties were reflected on that
balance sheet which are not made in the ordinary course of business.
"INITIAL SUBORDINATED NOTE" means the 9% Convertible Subordinated Note, dated
June 20, 2000, in the principal sum of $27,500,000 made by the Borrower to GV
Investment LLC.
"NET TOTAL INDEBTEDNESS" means the sum of (i) all the liabilities of the
Borrower or its Subsidiaries (other than liabilities to the Borrower or to
wholly-owned Subsidiaries of the Borrower) (x) for borrowed money or (y) to
reimburse persons for payments made under letters of credit or similar
instruments, (ii) all the obligations of the Borrower or its Subsidiaries to pay
rent or other amounts under leases to the extent they are required to be
capitalized for financial reporting purposes in accordance with GAAP and (iii)
the aggregate liability of the Borrower for customer deposits
5
<PAGE> 6
(net of any prepayments to suppliers) minus the aggregate Liquid Funds of the
Borrower and its Subsidiaries. For purposes of the preceding sentence, "Liquid
Funds" means cash, cash equivalents and marketable securities.
"SUBORDINATED NOTES" means, collectively, (i) the Initial Subordinated Note, and
(ii) each 9% Convertible Subordinated Note made by the Borrower to GV Investment
LLC (or other holder) in payment of an interest installment due under the
Initial Subordinated Note or any other 9% Convertible Subordinated Note
described in this clause (ii) previously issued in respect of an interest
payment. For purposes of this Agreement, (i) prior to the conversion of
Subordinated Notes into common stock of the Borrower, the Subordinated Notes
shall not be deemed to be Capital Stock of the Borrower and (ii) neither the
issuance of the Subordinated Notes nor the conversion thereof to common stock of
the Borrower shall be deemed to be an Equity Issuance.
"SUBORDINATED NOTE PURCHASE AGREEMENT" means the Note Purchase Agreement, dated
June 20, 2000, between the Borrower and GV Investment LLC pursuant to which the
Initial Subordinated Note was issued.
Section 2.3(c) of the Credit Agreement is amended by amending and restating the
table contained therein in its entirety to read as follows:
<TABLE>
<CAPTION>
============================================================
SCHEDULED REDUCTION DATE AMOUNT
------------------------------------------------------------
<S> <C>
June 30, 2001 $15,485,000
------------------------------------------------------------
Commitment Termination Date $0
============================================================
</TABLE>
Section 2.3(d) of the Credit Agreement is amended by deleting the word "and"
appearing at the end of clause (v) thereof, by adding the word "and" at the end
of clause (vi) thereof and by adding a new clause (vii) to read as follows:
(vii) upon receipt by the Borrower of the proceeds of the Initial Subordinated
Note, by an amount equal to $10,000,000.
Section 7.1(f) of the Credit Agreement is amended in its entirety to read as
follows:
(f) for the period from the Second Restatement Date through September 30,
2000, (i) no later than 30 days after the last day of each month, a copy
of its consolidating balance sheets and related statements of income and
cash flows as of the end of and for such month and (ii) no later than 45
days after the last day of each fiscal quarter ending during such period,
a copy of projections of its consolidating balance sheets and related
statements of income and cash flows on a quarterly basis through December
31, 2001;
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<PAGE> 7
Section 7.1 of the Credit Agreement is further amended by deleting the word
"and" appearing at the end of subsection (h), by relettering subsection (i) as
subsection (j) and by adding a new subsection (i) to read as follows:
(i) promptly but in no event later than 3 Business Days after making a
payment to the holders of the Subordinated Notes, a written notice
specifying the date of such payment, whether such payment is a payment of
principal, interest or otherwise and the amount thereof; and
Section 7.2 of the Credit Agreement is amended by deleting the word "or"
appearing at the end of subsection (f), by relettering subsection (g) as
subsection (h) and by adding a new subsection (g) to read as follows:
(g) the receipt of a notice from a holder of Subordinated Notes that as the
result of a Change of Control, such Holder is exercising its right to
require the Borrower to repurchase, redeem, prepay or repay such
Subordinated Notes (together with a copy of such notice), such notice to
the Administrative Agent and the Lenders pursuant to this subsection (g)
to be given no later than the Business Day following the receipt by the
Borrower of such notice from such holder; or
Section 8.1 of the Credit Agreement is amended by substituting a semi-colon at
the end of subsection (g) and by adding a new subsection (h) to read as follows:
(h) Indebtedness in respect of (i) the Initial Subordinated Note in a
principal amount not in excess of $27,500,000 and (ii) any Subordinated
Note described in clause (ii) of the definition thereof.
Section 8.14(a) of the Credit Agreement (Leverage Ratio) is amended by amending
and restating the table contained therein in its entirety to read as follows:
<TABLE>
<CAPTION>
==========================================================
PERIOD LEVERAGE RATIO
----------------------------------------------------------
<S> <C>
Amendment No. 3 Effective Date through June 3.00:1.00
30, 2000
----------------------------------------------------------
July 1, 2000 through September 30, 2000 2.50:1.00
----------------------------------------------------------
October 1, 2000 through December 31, 2000 2.25:1.00
----------------------------------------------------------
January 1, 2001 and thereafter 2.00:1.00
==========================================================
</TABLE>
7
<PAGE> 8
Section 8.14(b) of the Credit Agreement (Interest Coverage Ratio) is amended by
amending and restating the table contained therein in its entirety to read as
follows:
<TABLE>
<CAPTION>
==========================================================
INTEREST
PERIOD COVERAGE RATIO
----------------------------------------------------------
<S> <C>
Amendment No. 3 Effective Date through June 1.30:1.00
30, 2000
----------------------------------------------------------
July 1, 2000 through September 30, 2000 2.00:1.00
----------------------------------------------------------
October 1, 2000 through December 31, 2000 3.00:1.00
----------------------------------------------------------
January 1, 2001 through March 31, 2001 4.00:1.00
----------------------------------------------------------
April 1, 2001 and thereafter 5.00:1.00
==========================================================
</TABLE>
Section 8.14(c) of the Credit Agreement is amended in its entirety to read as
follows:
(c) FIXED CHARGE COVERAGE RATIO.
(i) The Borrower shall not permit the Fixed Charge Coverage Ratio as of
the last day the fiscal quarter ending September 30, 2000 to be less
than 1.25:1.00, provided that for purposes of this clause (i), EBITDA
and Fixed Charges shall be calculated with reference to the fiscal
quarter then ended and not the Four Quarter Trailing Period (in the case
of EBITDA) or the most recently completed twelve month period (in the
case of Fixed Charges).
(ii)The Borrower shall not permit the Fixed Charge Coverage Ratio as of
the last day of any fiscal quarter to be less than the ratio set forth
below with respect to the applicable period set forth below:
<TABLE>
<CAPTION>
=============================================================
FIXED CHARGE
PERIOD COVERAGE RATIO
-------------------------------------------------------------
<S> <C>
October 1, 2000 through December 31, 2000 1.25:1.00
-------------------------------------------------------------
January 1, 2001 and thereafter 1.50:1.00
=============================================================
</TABLE>
Section 8.14(g) of the Credit Agreement (Minimum EBITDA) is hereby deleted and
replaced with a new subsection (g) to read as follows:
(g) RATIO OF NET TOTAL INDEBTEDNESS TO ADJUSTED NET WORTH. The
Borrower shall not permit the ratio of Net Total Indebtedness to
Adjusted Net Worth at the end of any calendar quarter to exceed
1.75:1.00.
Article 8 of the Credit Agreement is amended by adding new Sections 8.16 and
8.17 at the end thereof to read as follows:
SECTION 8.16 SUBORDINATED NOTES
(a) The Borrower shall not make any payment of principal (including any
interest on the Subordinated Notes previously issued in lieu of cash
interest) of, interest on, or other amount payable under or with respect
to the Subordinated Notes (other than in common stock of the Borrower or
in additional Subordinated Notes), by way of prepayment at the
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<PAGE> 9
option of the Borrower, at the option of the holder thereof or otherwise,
except that the Borrower may make payments of principal and interest on
the Subordinated Notes when due to the extent that such payment is
permitted by the subordination provisions thereof. In addition, the
Borrower shall not make any payment of interest on the Subordinated Notes
in cash prior to August 1, 2003, provided, however, that subject to such
subordination provisions, the Borrower may make payments in cash on the
Subordinated Notes on or after July 1, 2001 of the interest accrued on
the Subordinated Notes (and the principal of, and interest on, any notes
delivered by the Borrower to holders of Subordinated Notes with respect
to the interest payments due on the Subordinated Notes on October 1,
2000, January 1, 2001 and April 1, 2001) so long as immediately before
and after giving effect thereto (i) no Default shall exist immediately
after giving effect thereto and (ii) with respect to (x) the interest
payment due on the Initial Subordinated Note (and the principal of, and
interest on, any notes delivered by the Borrower to holders of
Subordinated Notes with respect to the interest payments due on the
Subordinated Notes on October 1, 2000, January 1, 2001 and April 1, 2001)
on July 1, 2001, for the fiscal quarter ended March 31, 2001, the
Interest Coverage Ratio (calculated on a pro forma basis as if the
interest payment had been made in cash in such fiscal quarter) would have
been at least 4.00:1.00 and (y) any interest payment due on the
Subordinated Notes thereafter, the Interest Coverage Ratio for the second
immediately preceding fiscal quarter (calculated on a pro forma basis as
if such interest payment had been made in cash in such fiscal quarter)
would have been at least and 5:00:1.00.
(b) The Borrower hereby acknowledges and agrees that the Indebtedness under
the Loan Documents constitutes Senior Indebtedness under and as defined
in the Subordinated Notes.
SECTION 8.17 AMENDMENT OF MATERIAL DOCUMENTS
The Borrower will not, and will not permit any Subsidiary to, amend, modify or
waive any of its rights under (i) its certificate of incorporation, by-laws or
other organizational documents, other than immaterial amendments, modifications
or waivers that would not reasonably be expected to adversely affect the Credit
Parties, provided that the Borrower shall deliver or cause to be delivered to
the Administrative Agent and each Lender a copy of each such amendment,
modification or waiver promptly after the execution and delivery thereof), (ii)
the Subordinated Notes, or (iii) the Subordinated Note Purchase Agreement.
Section 9.1(c) of the Credit Agreement is amended by adding "7.2(g),"
immediately after the word "Section" appearing in the second line thereof.
Effective on the Amendment No. 3 Effective Date, the Aggregate
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<PAGE> 10
Revolving Commitments shall be permanently reduced by $10,000,000 to
$20,485,000. For purposes of the Amendment Fee Letter, dated October 26, 1999,
from the Administrative Agent and the Lenders to, and accepted by, the Borrower,
the issuance of the Initial Subordinated Note shall be deemed to be an Equity
Issuance so that no Additional Amendment Fees (as therein defined) shall be
earned or payable after such issuance.
Section 11.2(b) of the Credit Agreement is amended in its entirety to read as
follows:
(b) in the case of the Administrative Agent, to The Bank of New York, One
Wall Street, Agency Function Administration, 18th Floor, New York, New
York 10286; Attention: Susan Baratta, Telephone: (212) 635-4632,
Facsimile (212) 635-6365 or 6366 or 6367; with a copy to: The Bank of New
York, One Wall Street, New York, New York 10286, Attention: Steven
Cavaluzzo, Vice President, Telephone: (212) 635-1059, Facsimile: (212)
635-6434; and Paragraphs 1 through 22 hereof shall not be effective until
the prior or simultaneous fulfillment of the following conditions:
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THIS AMENDMENT, DULY EXECUTED BY
THE BORROWER AND CONSENTED TO IN WRITING BY THE LENDERS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF THE SECRETARY OR
ASSISTANT SECRETARY OF THE BORROWER: (i) ATTACHING A TRUE AND COMPLETE COPY OF
THE RESOLUTIONS OF ITS MANAGING PERSON AUTHORIZING THIS AMENDMENT IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, (II) CERTIFYING THAT ITS
CERTIFICATE OF INCORPORATION AND BY-LAWS HAVE NOT BEEN AMENDED SINCE OCTOBER 28,
1999, OR, IF SO, SETTING FORTH THE SAME AND (III) SETTING FORTH THE INCUMBENCY
OF ITS OFFICER OR OFFICERS WHO MAY SIGN THIS AMENDMENT, INCLUDING THEREIN A
SIGNATURE SPECIMEN OF SUCH OFFICER OR OFFICERS.
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN DOCUMENTS SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS
AND WARRANTIES SPECIFICALLY RELATE TO AN EARLIER DATE) AND NO DEFAULT OR EVENT
OF DEFAULT SHALL EXIST AFTER GIVING EFFECT TO THIS AMENDMENT, AND THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF AN OFFICER OF THE
BORROWER, DATED THE AMENDMENT NO. 3 EFFECTIVE DATE, CERTIFYING TO SUCH EFFECT.
THE OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING LOANS SHALL HAVE BEEN REPAID
TOGETHER WITH ACCRUED AND UNPAID INTEREST THEREON AND THE ACCRUED COMMITMENT FEE
ON THE REDUCED PORTION OF THE REVOLVING COMMITMENTS SHALL HAVE BEEN PAID.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE AMENDMENT
NO. 3 EFFECTIVE DATE AND SIGNED BY THE CHIEF EXECUTIVE OFFICER OR THE CHIEF
FINANCIAL OFFICER OF THE BORROWER, (i) CONFIRMING THAT THE TRANSACTIONS
CONTEMPLATED BY THE SUBORDINATED NOTE PURCHASE AGREEMENT AND THE INITIAL
SUBORDINATED NOTE HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF EACH THEREOF, EACH OF WHICH SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE CREDIT PARTIES, (II) CERTIFYING THAT THE BORROWER HAS
RECEIVED NOT LESS THAN $27,500,000 IN RESPECT OF THE ISSUANCE OF THE INITIAL
SUBORDINATED NOTE, AND (III) ATTACHING A TRUE, COMPLETE AND CORRECT COPY OF EACH
OF THE SUBORDINATED NOTE PURCHASE AGREEMENT AND THE INITIAL SUBORDINATED NOTE,
WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CREDIT PARTIES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FAVORABLE WRITTEN OPINION
(ADDRESSED TO THE CREDIT PARTIES AND DATED THE AMENDMENT NO. 3 EFFECTIVE DATE)
FROM HOGAN & HARTSON, LLP ON BEHALF OF THE LOAN PARTIES, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, FOR THE ACCOUNT OF EACH LENDER
WHICH EXECUTES AND DELIVERS THIS AMENDMENT ON OR BEFORE THE AMENDMENT NO. 3
EFFECTIVE DATE, AN AMENDMENT FEE EQUAL TO 0.25% OF THE AMOUNT OF SUCH LENDER'S
REVOLVING COMMITMENT (AS REDUCED PURSUANT TO PARAGRAPH 20 OF THIS AMENDMENT).
(g) The fees and expenses of Bryan Cave LLP, counsel to the
Administrative Agent, to the extent invoiced shall have been paid.
The Borrower hereby (a) represents and warrants that all of the
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<PAGE> 11
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.
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.
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.
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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<PAGE> 12
AS EVIDENCE of the agreement by the parties hereto to the terms and
conditions herein contained, each such party has caused this Amendment No. 3 to
be executed on its behalf.
GLOBAL VACATION GROUP, INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
THE BANK OF NEW YORK,
as Administrative Agent
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
CONSENTED TO AND AGREED:
THE BANK OF NEW YORK,
individually
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
CONSENTED TO AND AGREED:
BANK OF AMERICA, N.A.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
12
<PAGE> 13
CONSENTED TO AND AGREED:
FIRST UNION NATIONAL BANK
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
CONSENTED TO AND AGREED:
SUNSHINE VACATIONS, INC.
GLOBAL VACATION MANAGEMENT COMPANY
HADDON HOLIDAYS, INC.
GLOBETROTTERS, INC.
CLASSIC CUSTOM VACATIONS
GLOBETROTTERS VACATIONS, INC.
GVG FINANCE COMPANY
FRIENDLY HOLIDAYS, INC.
ISLAND RESORT TOURS, INC.
INTERNATIONAL TRAVEL & RESORTS, INC.
GVG TECHNOLOGY, INC.
AS TO EACH OF THE FOREGOING:
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
13
