Exhibit 10.1
September 30, 1998
ResortQuest International, Inc.
530 Oak Court Drive, Suite 360
Memphis, TN 38117
Attn: John K. Lines, Senior Vice President,
General Counsel and Secretary
Re: Credit Agreement dated as of May 26, 1998 (the "Credit Agreement") among
ResortQuest International, Inc. (the "Borrower"), the other Credit Parties party
thereto, the Lenders party thereto (the "Lenders") and NationsBank, N.A., as
Agent for the Lenders (in such capacity, the "Agent")
Ladies and Gentlemen:
Reference is made to the Credit Agreement described above, the defined terms of
which are incorporated herein by reference.
The Lenders and the Credit Parties hereby agree that Section 8.1 of the Credit
Agreement is amended by adding the following subsection (f) thereto and making
the appropriate grammatical changes:
(f) Indebtedness evidenced by that certain promissory note, dated as of
September 30, 1998, made by the Borrower and payable to the order of
NationsBank in the principal amount of $5,000,000.
The Lenders and the Credit Parties further agree that the definition of
"Permitted Liens" set forth in Section 1.1 of the Credit Agreement is hereby
amended by adding the following clause (xii) thereto and making the appropriate
grammatical changes:
(xii)Liens in favor of the Agent on behalf of NationsBank to secure the
obligations and liabilities of the Borrower to NationsBank evidenced
by the promissory note referenced in Section 8.1(f).
With respect to the Acquisitions by the Borrower of all of the outstanding
shares of stock of Tops'l Sales Group, Inc., a Florida corporation, and Abbott
Realty Services, Inc., a Florida corporation (collectively, the "Target
Companies"), the Lenders hereby agree (a) to waive the requirements of Sections
6.18 and 8.5 of the Credit Agreement and clauses (v)(B) and (vi)(B) of the
definition of "Permitted Acquisition" set forth in Section 1.1 of the Credit
Agreement and (b) that after giving effect to the Acquisitions of the Target
Companies, the cash consideration limit set forth in clause (vi)(A) of such
definition of "Permitted Acquisition" shall be deemed $12,500,000 for the
remainder of calendar year 1998. With respect to the promissory note referenced
in Section 8.1(f) of the Credit Agreement (the "NationsBank Note"), the Lenders
agree to waive the requirements of Section 8.7 of the Credit Agreement.
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The Credit Parties and the Lenders agree that the obligations and liabilities of
the Borrower under the NationsBank Note (i) shall be secured by the Collateral
pro rata with the Credit Party Obligations and the Credit Parties hereby grant
to the Agent a security interest in the Collateral to secure such obligations
and liabilities and (ii) shall be guaranteed by the Guarantors pursuant to, and
in accordance with the terms and provisions of, the guaranty set forth in
Section 4 of the Credit Agreement and the Guarantors hereby guarantee for the
benefit of the Agent such obligations and liabilities in accordance with such
Section 4.
Nothing herein contained shall be deemed to constitute a waiver of any rights or
remedies the Lenders may have under the Credit Agreement or any other Credit
Documents or under applicable law. The waivers set forth in this letter
agreement shall be effective only in the specific circumstances provided for
above and only for the purposes for which given.
Except as waived, amended or otherwise modified hereby, all of the terms and
provisions of the Credit Agreement (specifically including, without limitation,
the terms of clause (v)(A) of the definition of "Permitted Acquisition" set
forth in Section 1.1 of the Credit Agreement) shall remain in full force and
effect.
The effectiveness of this letter agreement is subject to receipt by the Agent of
(i) an executed original counterpart of this letter agreement or facsimile
thereof (the delivery of such facsimile constituting a representation that an
original counterpart will be delivered thereafter) from each of the Credit
Parties and Required Lenders, (ii) a fully executed original copy of the
NationsBank Note or a facsimile thereof (the delivery of such facsimile
constituting a representation that the original NationsBank Note will be
delivered thereafter) and (iii) a Pro Forma Compliance Certificate with respect
to the Acquisitions of the Target Companies.
All references in the Credit Agreement and the other Credit Documents to the
"Credit Agreement" shall be deemed to refer to the Credit Agreement as modified
hereby.
This letter agreement shall be governed by and construed in accordance with the
laws of the State of North Carolina.
This letter may be executed in any number of counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute
but one contract.
Sincerely,
NATIONSBANK, N.A., in its individual capacity
and in its capacity as Agent for the Lenders
By:
-----------------------------
Name:
--------------------------
Title:
--------------------------
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
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ACCEPTED AND AGREED AS OF
THE DATE FIRST ABOVE WRITTEN:
BORROWER RESORTQUEST INTERNATIONAL, INC.,
A DELAWARE CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
GUARANTORS FIRST RESORT SOFTWARE, INC.,
A COLORADO CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
GUARANTORS B & B ON THE BEACH, INC
A NORTH CAROLINA CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
GUARANTORS BRINDLEY & BRINDLEY REALTY &
DEVELOPMENT, INC., A NORTH CAROLINA CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
GUARANTORS COASTAL RESORTS REALTY L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
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GUARANTORS COASTAL RESORTS MANAGEMENT, INC.,
A DELAWARE CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
GUARANTORS COLLECTION OF FINE PROPERTIS, INC.,
A COLORADO CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
GUARANTORS TEN MILE HOLDINGS, LTD.,
A COLORADO CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
GUARANTORS HOTEL CORPORATION OF THE PACIFIC, INC.,
A HAWAII CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
GUARANTORS HOUSTON AND O'LEARY COMPANY,
A COLORADO CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
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GUARANTORS MAUI CONDOMINIUM & HOME REALTY, INC.,
A HAWAII CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
GUARANTORS THE MAURY PEOPLE, INC.,
A MASSACHUSETTS CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
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GUARANTORS HOWEY ACQUISITION, INC.,
A FLORIDA CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
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GUARANTORS REALTY CONSULTANTS, INC.,
A FLORIDA CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
GUARANTORS RESORT PROPERTY MANAGEMENT, INC.,
A UTAH CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
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GUARANTORS TELLURIDE RESORT ACCOMMODATIONS, INC.,
A COLORADO CORPORATION
By:
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Name:
---------------------------
Title:
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GUARANTORS TRUPP HODNETT ENTERPRISES, INC.,
A GEORGIA CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
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GUARANTORS THE MANAGEMENT COMPANY,
A GEORGIA CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
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GUARANTORS WHISTLER CHALETS LIMITED,
A BRITISH COLUMBIA CORPORATION
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
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