Exhibit 10.44
AMENDMENT AND WAIVER
This AMENDMENT AND WAIVER (this
“ Amendment ”) dated as of November 3, 2005
(the “ Closing Date ”) with respect to the Term
Loan Agreement referenced below is entered into among NAVIGANT
INTERNATIONAL, INC., a Delaware corporation (the “
Borrower ”), the Guarantors (as defined in the Term
Loan Agreement referenced below), the financial institutions from
time to time party to the Term Loan Agreement referenced below as
Lenders (the “ Lenders ”) and Bank of America,
N.A., as Administrative Agent for the Lenders (in such capacity,
the “ Administrative Agent ”).
WITNESSETH
WHEREAS, pursuant to the Term Loan
Credit Agreement (as amended, modified and supplemented from time
to time, the “ Term Loan Agreement ”) dated as
of August 29, 2005 among the Borrower, the Guarantors, the
Lenders and the Administrative Agent, the Lenders agreed to make
extensions of credit to the Borrower.
WHEREAS, the Borrower has requested
that the Lenders (a) waive certain cross-Events of Default
from the Borrower’s failure to deliver the financial
statements and related reports required to be delivered on or
before October 28, 2005 pursuant to that certain Consent dated
as of September 30, 2005 between the Borrower, the Guarantors,
the Lenders identified therein and the Administrative Agent (the
“ Existing Events of Default ”) and
(b) modify the Term Loan Agreement in certain
respects.
WHEREAS, the Required Lenders have
agreed to do so, but only pursuant to the terms and conditions set
forth herein.
NOW, THEREFORE, IN CONSIDERATION of
the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Defined Terms .
Capitalized terms used herein and not otherwise defined herein
shall have the meanings given to such terms in the Term Loan
Agreement.
2. Limited Waiver . The
Required Lenders hereby waive the Existing Events of Default,
provided that the foregoing limited waiver shall not be deemed to
modify or affect the obligations of the Borrower and the Guarantors
to comply with each and every other obligation under the Term Loan
Agreement and the other Loan Documents from and after the date
hereof.
3. Amendments . The Term Loan
Agreement is amended in the following respects:
3.1 Section 1.01 of the Term
Loan Agreement is amended by restating the first full paragraph
thereof as follows:
Capitalized terms used in this
Agreement (including in the Incorporated Representations and the
Incorporated Covenants) but not otherwise defined in this Agreement
shall have the meanings assigned to such terms in the Revolver
Credit Agreement as in effect on the Closing Date after giving
effect to the Amendment, Waiver and Consent dated as of the Closing
Date with respect to the Revolver Credit Agreement, the Second
Amendment dated as of the Closing Date with respect to the Revolver
Credit Agreement and the Third Amendment and Waiver dated as of
November 3, 2005 with respect to the Revolver Credit Agreement
(the “ Incorporated Terms ”). In
the event (i) of any amendment,
modification, supplement or waiver after the Closing Date of any of
the defined terms in the Revolver Credit Agreement, such amendment,
modification, supplement or waiver shall be effective as to the
Incorporated Terms only to the extent the Required Lenders consent
to such amendment, modification, supplement or waiver in accordance
with Section 11.01 or (y) that the Revolver Credit
Agreement is repaid, restated, refinanced or replaced after the
date hereof, the Incorporated Terms shall be as in effect
immediately prior to such repayment, restatement, refinancing or
replacement.
3.2 The definition of
“Applicable Rate” in Section 1.01 of the Term Loan
Agreement is amended and restated as follows:
“ Applicable Rate
” means (i) for Eurodollar Rate Loans, four percent
(4.0%) per annum and (ii) for Base Rate Loans, three
percent (3.0%) per annum.
3.3 Section 6.01 of the Term
Loan Agreement is amended and restated in its entirety to read as
follows:
6.01 Incorporation of
Representations and Covenants from Revolver Credit Agreement
.
Each of the representations and
warranties contained in Article VI of the Revolver Credit Agreement
(the “ Incorporated Representations ”) as in
effect on the Closing Date after giving effect to the Amendment,
Waiver and Consent dated as of the Closing Date with respect to the
Revolver Credit Agreement, the Second Amendment dated as of the
Closing Date with respect to the Revolver Credit Agreement and the
Third Amendment and Waiver dated as of November 3, 2005 with
respect to the Revolver Credit Agreement (collectively the “
Amendments ”) and each of the covenants contained in
Articles VII (other than Section 7.11) and VIII of the
Revolver Credit Agreement (the “ Incorporated
Covenants ”) as in effect on the Closing Date after
giving effect to the Amendments are incorporated herein by
reference to the same extent and with the same effect as if stated
at length herein and shall inure to the benefit of the
Administrative Agent and the Lenders. Each of the Loan Parties
(a) represents and warrants to the Administrative Agent and
each Lender that each of the Incorporated Representations (other
than the Waived Representations) is true and correct in all
material respects on and as of the Closing Date and
(b) covenants and agrees that, so long as any Lender shall
have any Loan or any other Obligation hereunder shall remain unpaid
or unsatisfied, such Loan Party shall, and shall cause each
Subsidiary to, perform and observe each of the Incorporated
Covenants (for purposes of clarification, the Incorporated
Covenants shall be subject to the consents and waivers set forth in
the Amendments). In the event (x) of any amendment,
modification, supplement or
