EXHIBIT 10.1
FOURTH AMENDMENT
THIS FOURTH AMENDMENT (this "Amendment") dated as of February 8, 2002 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 as "Guarantors" on the signature pages hereto (the "Guarantors"), the
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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
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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
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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:
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2.1 The pricing grid in the definition of "Applicable Percentage" in
Section 1.1 of the Credit Agreement is amended to read as follows:
Consolidated Eurodollar
Pricing Leverage Base Rate Margin and Commitment
Level Ratio Margin Letter of Credit Fee Fee
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I ** 1.25 0.25% 1.25% 0.300%
II * 1.25 but ** 1.75 0.75% 1.75% 0.375%
III * 1.75 but ** 2.25 1.25% 2.25% 0.500%
IV * 2.25 but ** 2.50 1.75% 2.75% 0.500%
V * 2.50 but ** 3.25 2.25% 3.25% 0.750%
VI * 3.25 but ** 4.00 2.75% 3.75% 0.750%
VII * 4.00 3.00% 4.00% 0.750%
* denotes greater than or equal to
** denotes less than
In addition, the amended pricing grid set forth above shall be effective as
of January 1, 2002 and the Applicable Percentages from and after January 1,
2002 to and until the Rate Determination Date relating to the fiscal
quarter ending March 31, 2002 shall be based on Pricing Level VII.
2.2 The following definitions in Section 1.1 of the Credit Agreement are
amended to read as follows:
"Consolidated Leverage Ratio" means, as of the last day of any fiscal
quarter, the ratio of (a) Consolidated Funded Debt on such day to (b)
Consolidated EBITDA for the period of four consecutive fiscal quarters
ending on such day; provided, however, that (i) for the fiscal quarter
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ending March 31, 2002, Consolidated EBITDA for purposes hereof shall
be the result obtained by multiplying the actual Consolidated EBITDA
for the one fiscal quarter period ending on such date by four, (ii)
for the fiscal quarter ending June 30, 2002, Consolidated EBITDA for
purposes hereof shall be the result obtained by multiplying the actual
Consolidated EBITDA for the two fiscal quarter period ending on such
date by two, and (iii) for the fiscal quarter ending September 30,
2002, Consolidated EBITDA for purposes hereof shall be the result
obtained by multiplying the actual Consolidated EBITDA for the three
fiscal quarter period ending on such date by four-thirds (4/3).
"Consolidated Fixed Charge Coverage Ratio" means, as of the last day
of any fiscal quarter, the ratio of (a) Consolidated EBITDAR for the
period of four consecutive fiscal quarters ending on such day to (b)
Consolidated Fixed Charges for the period of four consecutive fiscal
quarters ending on such day; provided, however, that (i) for the
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fiscal quarter ending March 31, 2002, Consolidated EBITDAR and
Consolidated Fixed Charges for purposes hereof shall be the result
obtained by multiplying the actual Consolidated EBITDAR and
Consolidated Fixed Charges for the one fiscal quarter period ending on
such date by four, (ii) for the fiscal quarter ending June 30, 2002,
Consolidated EBITDAR and Consolidated Fixed Charges for purposes
hereof shall be the result obtained by multiplying the actual
Consolidated EBITDAR and Consolidated Fixed Charges for the two fiscal
quarter period ending on such date by two, and (iii) for the fiscal
quarter ending September 30, 2002, Consolidated EBITDAR and
Consolidated Fixed Charges for purposes hereof shall be the result
obtained by multiplying the actual Consolidated EBITDAR and
Consolidated Fixed Charges for the three fiscal quarter period ending
on such date by four-thirds (4/3).
"Consolidated Fixed Charges" means, for any period for the
Consolidated Group, the sum of (a) Consolidated Interest Expense for
such period plus (b) Consolidated Rental Expense for such period plus
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(c) earn-out payments for such period, in each case on a consolidated
basis determined in accordance with GAAP. Except as otherwise
expressly provided, the applicable period shall be for the four
consecutive fiscal quarters ending as of the date of determination.
2.3 The following definitions are added to Section 1.1 of the Credit
Agreement to read as follows:
"Available Revolving Committed Amount" means at any time from and
after the Fourth Amendment Effective Date to (but excluding) December
31, 2002, ONE HUNDRED THIRTY-FIVE MILLION DOLLARS ($135,000,000) (less
the aggregate amount of any reductions in the Available Revolving
Committed Amount from and after the Fourth Amendment Date pursuant to
Section 3.4(b)),
provided, however, that at any time after the Fourth Amendment if as
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of the last day of the immediately preceding fiscal quarter (the
"Increased Availability Quarter") both (i) the Consolidated Leverage
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Ratio is not greater than 2.50:1.00 and (ii) the Consolidated Fixed
Charge Coverage Ratio is not less than 2.00:1.00, in each case as
demonstrated in the officer's certificate delivered by the Borrower to
the Administrative Agent and the Lender pursuant to Section 7.2(a) for
such fiscal quarter, then the Borrower shall have
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the right (but not the obligation) so long as no Default or Event of
Default then exists, upon two (2) Business Days advance written notice
to the Administrative Agent, to increase the "Available Revolving
Committed Amount" to ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000)
(less the aggregate amount of any reductions in the Available
Revolving Committed Amount from and after the Fourth Amendment Date
pursuant to Section 3.4(b)) (the "Increased Availability Option"),
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provided that if the Borrower elects the Increased Availability Option
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as provided above, then Section 7.9(a) and Section 7.9(b) shall
immediately and automatically be adjusted as provided in such
sections.
"Fourth Amendment Effective Date" means the effective date of the
Fourth Amendment to this Credit Agreement (being February 8, 2002).
"Increased Availability Option" shall have the meaning assigned to
such term in the definition of "Available Revolving Committed Amount"
in Section 1.1.
"Increased Availability Quarter" shall have the meaning assigned to
such term in the definition of "Available Revolving Committed Amount"
in Section 1.1.
2.4 Clause (xiv) of the definition of "Permitted Investments" in Section
1.1 of the Credit Agreement is amended by the addition of the following
phrase at the beginning of such clause:
"at any time after the Borrower elects the Increased Availability
Option,"
2.5 The proviso in Section 2.1(a) of the Credit Agreement is amended to
read as follows:
provided that (i) with regard to the Lenders collectively, the
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aggregate principal amount of Obligations outstanding at any time
shall not exceed the lesser of (A) Aggregate Revolving Committed
Amount or (B) the Available Revolving Committed Amount, and (ii) with
regard to each Lender individually, such Lender's Revolving Commitment
Percentage of Obligations outstanding at any time shall not exceed the
lesser of (A) such Lender's Revolving Committed Amount or (B) such
Lender's Revolving Commitment Percentage of the Available Revolving
Committed Amount.
2.6 Clauses (ii) and (iii) of Section 2.2(a) are amended to read as
follows:
(ii) with regard to the Lenders collectively, the aggregate
principal Dollar Amount of Obligations outstanding at any time shall
not exceed the lesser of (A) the Aggregate Revolving Committed Amount
or (B) the Available Revolving Committed Amount and (iii) with regard
to each Lender individually, such Lender's Revolving Commitment
Percentage of Obligations outstanding at any time shall not exceed the
lesser of (A) such Lender's Revolving Committed Amount or (B) such
Lender's Revolving Commitment Percentage of the Available Revolving
Committed Amount.
2.7 Clause (ii) of Section 2.3(a) is amended to read as follows:
(ii) with regard to the Lenders collectively, the aggregate
principal amount of Obligations outstanding at any time shall not
exceed the lesser of (A) the Aggregate Revolving Committed Amount or
(B) the Available Revolving Committed Amount,
2.8 Clause (B) of Section 3.3(b) is amended to read as follows:
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(A) the aggregate principal amount of Obligations shall exceed the
lesser of (i) the Aggregate Revolving Committed Amount or (ii) the
Available Revolving Committed Amount,
2.9 Clause (i) of Section 3.4(a) is amended to read as follows:
(i) after giving effect to any voluntary reduction the aggregate
amount of Obligations shall not exceed the lesser of (A) the Aggregate
Revolving Committed Amount, as reduced, or (B) the Available Revolving
Committed Amount,
2.10 The reference to "The Revolving Commitments" in each of clauses (i),
(ii) and (iii) of Section 3.4(b) is amended to read "The Aggregate Revolving
Committed Amount and the Available Revolving Committed Amount".
2.11 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
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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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Maximum Consolidated
Fiscal Quarter End Leverage Ratio
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March 31, 2002 4.75:1.00
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June 30, 2002 3.75:1.00
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September 30, 2002 3.75:1.00
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December 31, 2002 3.75:1.00
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March 31, 2003 and each fiscal 2.50:1.00
quarter ending thereafter
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provided, however, that if the Borrower elects the Increased
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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.
2.12 Clause (b) of Section 7.9 of the Credit Agreement is amended to read
as follows:
(b) Consolidated Fixed Charge Coverage Ratio. As of the end of each
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fiscal quarter set forth below, the Consolidated Fixed Charge Coverage
Ratio shall not be less than the ratio set forth below opposite such
fiscal quarter:
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Minimum Consolidated Fixed
Fiscal Quarter End Charge Coverage Ratio
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December 31, 2001 2.00:1.00
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March 31, 2002 1.75:1.00
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June 30, 2002 and each fiscal 2.00:1.00
quarter ending thereafter
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provided, however, that if the Borrower elects the Increased
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Availability Option, then as of the end of each fiscal quarter ending
after the Increased Availability Quarter the Consolidated Fixed Charge
Coverage Ratio shall not be less than 2.00:1.00.
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2.13 Clause (d) of Section 7.9 of the Credit Agreement is amended to read
as follows:
(d) Consolidated Capital Expenditures. In each fiscal quarter the
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aggregate Consolidated Capital Expenditures for such fiscal quarter
shall not exceed $2,000,000, plus the unused amount available for
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Consolidated Capital Expenditures under this Section 7.9(d) for the
immediately preceding fiscal quarter (excluding any carry forward
available from any prior fiscal quarter and provided that, with
respect to any fiscal quarter, Consolidated Capital Expenditures made
during such fiscal quarter shall be deemed to be made first with
respect to the applicable limitation for such fiscal quarter and then
with respect to any carry-forward from the immediately preceding
fiscal quarter);
provided, however, that if the Borrower elects the Increased
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Availability Option, then as of the end of each fiscal year ending
after the Increased Availability Quarter, Consolidated Capital
Expenditures shall not in any fiscal year exceed in the aggregate an
amount equal to five percent (5%) of Consolidated Net Worth as of the
last day of the immediately preceding fiscal year.
2.14 Clause (e) of Section 7.9 of the Credit Agreement is amended to read
as follows:
(e) Each of Section 10.5 (Debt to EBITDA), Section 10.6 (Fixed Charge
Coverage Ratio) and Section 10.7 (Consolidated Net Worth) (including
in each case, solely for the purpose of computing the covenants so
incorporated, the related definitions) of the Note Purchase
Agreements as in effect on the Fourth Amendment Effective Date (after
giving effect to the letter agreement dated February 8, 2002
modifying the terms of the Note Purchase Agreements) (collectively,
the "Incorporated Financial Covenants") are incorporated herein by
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reference with the same effect as if stated at length herein. Each
Credit Party covenants and agrees that the Incorporated Financial
Covenants shall be as binding on the Credit Parties as if set forth
fully herein, provided that any amendment, modification or
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restatement of Section 10.5 (Debt to EBITDA), Section 10.6 (Fixed
Charge Coverage Ratio) and Section 10.7 (Consolidated Net Worth) (or
any of the related definitions) of the Note Purchase Agreements after
the Fourth Amendment Effective Date shall not amend, modify or
otherwise be effective with respect to the Incorporated Financial
Covenants unless such amendment, modification or restatement is
approved by the Lenders in accordance with Section 11.6.
2.15 Section 7.9 of the Credit Agreement is amended by the addition of a
new clause (f) thereto to read as follows:
(f) Minimum Consolidated EBITDA. Consolidated EBITDA for the one
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quarter period ending on December 31, 2001 shall be at least
$9,000,000.
2.16 Subclause (A) of Section 8.4(c)(ii) is amended to read as follows:
(A)(1) At any time prior to the date the Borrower elects the
Increased Availability Option, the total cost (including all types of
consideration) for any such acquisition (or series of related
acquisitions) shall not exceed $3,000,000 and the consideration shall
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be limited to:
(A) capital stock of the Borrower; or
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(B) earn-out payments provided that (x) such earn-out payments
shall be funded exclusively from the revenues of the acquired
Person (or from Property or operations acquired in such
Acquisition) that are booked after the consummation of such
Acquisition and (ii) for the two year period following such
Acquisition, the maximum amount of such earn-out payments shall
be limited to no more than 15% of the revenues of the acquired
Person (or from Property or operations acquired in such
Acquisition) during such period.
(A)(2) At any time from and after the date the Borrower elects the
Increased Availability Option, the total cost (including all types of
consideration) of any such acquisition (or series of related
transactions) shall not exceed $15 million in any instance;
2.17 Section 8.10 of the Credit Agreement is amended to read as follows:
8.10 Restricted Payments.
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(a) At any time prior to the date the Borrower elects the Increased
Availability Option, make or permit any Restricted Payments.
(b) At any time from and after the date the Borrower elects the
Increased Availability Option, make or permit any Restricted Payments
unless and to the extent that no Default or Event of Default shall
exist immediately prior thereto or after giving effect thereto on a
Pro Forma Basis.
3. Waiver and Consent.
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(a) Waiver of Section 7.9(a) for December 31, 2001. The Required
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Lenders hereby waive any Default or Event of Default that exists solely as
a result of the failure by the Borrower to comply with Section 7.9(a)
(Consolidated Leverage Ratio) of the Credit Agreement for the fiscal
quarter of the Borrower ended December 31, 2001. This waiver is a one-time
waiver and shall be effective only in the specific circumstances provided
for above and only for the purpose for which given. This waiver shall not
affect the obligation of the Borrower to comply with Section 7.9(a) for any
period ending after December 31, 2001.
(b) Consent to Stock Purchase. The Required Lenders hereby consent
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to the purchase by the Borrower of all of the capital stock of FireVine,
LLC (formerly known as ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, LLC) held by third parties
for an aggregate cash purchase price not to exceed $14,062,500 (the "Stock
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Acquisition"). The Required Lenders acknowledge that the Borrower paid
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$3,500,000 of the purchase price in cash on or about December 12, 2001 and
$7,000,000 of the purchase price in cash on or about December 31, 2001. The
Required Lenders further acknowledge that the Borrower is required to pay
the remaining $3,562,500 of the purchase price in cash on or before March
31, 2002. The Required Lenders hereby agree that (i) the payment of the two
prior installments of the purchase price of the Stock Acquisition does not
constitute an Event of Default and (ii) the payment of the remaining
$3,562,000 of the purchase price in cash on or before March 31, 2002 shall
not constitute a Default or Event of Default. This consent is a one-time
consent and shall be effective only in the specific circumstances provided
for above and only for the purpose for which given. This consent shall not
affect the obligation of the Borrower to comply with Section 8.4 and
Section 8.5 in any other instance.
4. Conditions Precedent. This Amendment shall be effective as of the
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date hereof upon satisfaction of the following conditions:
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(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 Senior Note Documents in substantially the form of Exhibit
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A hereto which shall be effective (or shall by its terms become effective
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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 twenty-five basis points
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(0.25%) 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
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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
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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. Reaffirmation of Security Interests. The Borrower and each Guarantor
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(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
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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.
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.
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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.,
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a Delaware corporation
By:_________________________________________
Name: ▇▇▇▇▇▇ ▇. Over, Jr.
Title: Vice President
GUARANTORS: NAVIGANT INTERNATIONAL/NORTH CENTRAL, INC.,
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an Illinois corporation
NAVIGANT INTERNATIONAL/SOUTHWEST, LLC,
a Delaware limited liability company
CORNERSTONE ENTERPRISES, INC.,
a Massachusetts 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: ________________________________________
Name: ▇▇▇▇▇▇ ▇. Over, Jr.
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: ▇▇▇▇▇▇ ▇. Over, Jr.
Title: Vice President
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: Chitt Swamidasan
Title: Principal
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: