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THIRD AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT

Waiver Agreement

THIRD AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT | Document Parties: NAVIGANT INTERNATIONAL INC | Bank of America, N.A You are currently viewing:
This Waiver Agreement involves

NAVIGANT INTERNATIONAL INC | Bank of America, N.A

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Title: THIRD AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT
Governing Law: North Carolina     Date: 11/9/2005
Industry: Personal Services     Sector: Services

THIRD AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT, Parties: navigant international inc , bank of america  n.a
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Exhibit 10.43

 

THIRD AMENDMENT AND WAIVER

 

This THIRD AMENDMENT AND WAIVER (this “ Amendment ”) dated as of November 3, 2005 (the “ Closing Date ”) with respect to the Credit Agreement referenced below is entered into among NAVIGANT INTERNATIONAL, INC., a Delaware corporation (the “ Borrower ”), the Guarantors (as defined in the Credit Agreement referenced below), the financial institutions from time to time party to the Credit 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 Credit Agreement (as amended, modified and supplemented from time to time, the “ Credit Agreement ”) dated as of October 31, 2003 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 Events of Default arising from (i) 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 “ Reporting Defaults ”) and (ii) any cross-Events of Default now existing or that may arise from the Borrower’s failure to comply with the corresponding provisions of the Term Loan Documents (collectively, the “ Cross Defaults ” and, together with the Reporting Defaults, the “ Existing Events of Default ”) and (b) modify the Credit 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 Credit 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 Credit Agreement and the other Loan Documents from and after the date hereof.


3. Amendments . The Credit Agreement is amended in the following respects:

 

3.1 The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is amended and restated as follows:

 

Applicable Rate ” means the following percentages per annum, based upon the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(b) :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  

 

 

 

 

 

 

Eurodollar Rate Loans


 

 

 

Base Rate Loans


 

 

Pricing
Tier


 

  

Consolidated Total

Leverage Ratio


 

  

Commitment

Fee


 

 

 

Letter of

Credit Fee


 

 

 

Revolving

Loans


 

 

 

Term

Loan


 

 

 

Revolving
Loans


 

 

 

Term

Loan


 

 

I

  

Less than 2.0:10

  

0.500

%

 

1.75

%

 

1.75

%

 

2.00

%

 

0.75

%

 

1.00

%

II

  

Greater than or equal to 2.0:1.0 but less than 2.5:1:0

  

0.500

%

 

2.25

%

 

2.25

%

 

2.50

%

 

1.25

%

 

1.50

%

III

  

Greater than or equal to 2.5:1.0 but less than 3.0:1.0

  

0.500

%

 

2.75

%

 

2.75

%

 

3.00

%

 

1.75

%

 

2.00

%

IV

  

Greater than or equal to 3.0:1.0 but less than 3.5:1.0

  

0.500

%

 

3.25

%

 

3.25

%

 

3.50

%

 

2.25

%

 

2.50

%

V

  

Greater than or equal to 3.5:1.0

  

0.500

%

 

3.25

%

 

3.50

%

 

3.75

%

 

2.50

%

 

2.75

%

 

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(b) ; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Tier V shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to apply until the first Business Day immediately following the date such Compliance Certificate is actually delivered, after which date the Applicable Rate based upon such Compliance Certificate shall apply.

 

3.2 The following new definition is added in Section 1.01 of the Credit Agreement:

 

Original Covenants ” means the covenants listed on Schedule 1.01 hereto

 

3.3 The definition of “Permitted Acquisitions” in Section 1.01 of the Credit Agreement is amended and restated as follows:

 

Permitted Acquisitions ” means Investments consisting of an Acquisition by the Borrower or any Subsidiary, provided that (i) the Property acquired (or the Property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Effective Date (or any reasonable extensions or expansions thereof), (ii) the Administrative Agent shall have received all items in respect of the Capital Stock or Property acquired in such Acquisition required to be delivered by the terms of Section 7.12 and/or Section 7.14 , (iii) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (iv) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) , (v) the representations and warranties made by the Loan Parties in any Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date, (vi) if such transaction involves the purchase of an interest in a partnership between the Borrower (or a Subsidiary of the Borrower) as a general partner and entities unaffiliated with the Borrower or such Subsidiary as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or

 

2


indirectly wholly-owned by the Borrower newly formed for the sole purpose of effecting such transaction, and (vii) the aggregate cash and non-cash consideration (including, without limitation, Indebtedness assumed, deferred purchase price obligations (including, without limitation, earn-out payment obligations) and Capital Stock) paid by the Borrower or any Subsidiary for any Acquisition (or any series of related Acquisitions) shall not exceed $10,000,000; provided , however , notwithstanding the foregoing, from and after November 1, 2005 until such time as the Borrower shall have demonstrated to the reasonable satisfaction of the Administrative Agent that it was, as of the end of the immediately preceding fiscal quarter, in compliance with the Original Covenants, “Permitted Acquisitions” shall mean “none.”

 

3.4 The following new Sections 7.15, 7.16 and 7.17 are hereby added to the Credit Agreement in the appropriate numerical order:

 

7.15 Forecasts .

 

On Thursday of each week, deliver to the Administrative Agent and the Lenders, a consolidated rolling thirteen (13) week forecast of cash flows for the Borrower and its Subsidiaries in substantially the form as that delivered to the Administrative Agent on or around 10/26 (the “ Forecast ”) together with (except for the initial report) a reconciliation between actual cash flows for the prior week and projected cash flows for such week as set forth in the most recent previous Forecast.

 

7.16 Financial Statements; SEC Reports .

 

On or before November 9, 2005 (i) deliver to the Administrative Agent the financial statements required under Section 7.01(b) for the fiscal quarters ended March 27, 2005 and June 26, 2005 and the related Compliance Certificates required to be delivered in connection therewith under Section 7.02(b), and (ii) file with the SEC its quarterly report on Form 10Q for the fiscal quarters ending March 27, 2005, June 26, 2005 and September 25, 2005.

 

7.17 NASDAQ Re-listing .

 

On or before February 15, 2006, cause t


 
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