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                                                                   EXHIBIT 10.27

                                 AMENDMENT NO. 2

       AMENDMENT NO. 2, dated as of May 7, 1999 (this "AMENDMENT"), to the First
Amended and Restated Credit Agreement, dated as of February 19, 1999, by and
among Global Vacation Group, Inc., the Lenders party thereto and The Bank of New
York, as Administrative Agent (as amended, supplemented or otherwise modified
from time to time, 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 has requested that the Administrative Agent agree to amend
the Credit Agreement upon the terms and conditions contained in this Amendment,
and the Administrative Agent is 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 as follows:

1.     Section 8.4 of the Credit Agreement is amended as follows:

(a)    The following is added immediately before the semicolon in clause (d):
       "and option payments in an aggregate amount not exceeding $14,050,000
       made by the Borrower to acquire the Capital Stock of Trace Miller
       Solutions, Inc.".

(b)    The word "and" at the end of clause (e) is deleted.

(c)    The period at the end of clause (f) is replaced by "; and".

(d)    The following is added as a new clause (g):

                  "(g) loans and advances made by the Borrower to Roger Ballou
                  and J. Raymond Lewis in an aggregate principal amount not
                  exceeding $1,208,000 and $302,000, respectively, at any time
                  outstanding, together with any evidence thereof, provided that
                  the proceeds of each such loan or advance shall be used solely
                  for the purpose of enabling them to pay or satisfy their
                  respective tax liabilities.".

2.     Section 8.5(d) of the Credit Agreement is amended as follows:

(a)    The words "with respect to each Acquisition made in any period of four
       consecutive fiscal quarters occurring after the First Restatement Date"
       are deleted and the following is inserted in their place: "with respect
       to each Acquisition made in any period consisting of the then current
       fiscal quarter and such number of immediately preceding full consecutive
       fiscal quarters as shall have occurred after December 31, 1998 (which
       number shall in no event exceed three)".

(b)    The following is inserted immediately after the amount "$25,000,000":
       "provided that, notwithstanding anything to the contrary contained in any
       Loan Document, an additional $20,000,000 of Acquisition Consideration may
       be paid solely in connection with the Acquisition of the Capital Stock of
       Trace Miller Solutions, Inc., and for purposes of calculating the amounts
       referred to in subclauses (i) through (iv) of this

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       clause (d), the Acquisition Consideration paid in connection with such 
       Acquisition shall be included only to the extent of the portion thereof 
       that exceeds $20,000,000".

3.     Section 8.11 is amended by adding the following proviso immediately
       before the period at the end thereof: "provided that this Section shall
       not apply to any transaction permitted under Section 8.4(g)".

4.     Paragraphs 1 - 3 hereof shall not be effective until such time as the
       Required Lenders shall have consented hereto in writing.

5.     The Borrower hereby (a) represents and warrants that all of the
       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.

6.     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.

7.     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.

8.     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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AS EVIDENCE of the agreement by the parties hereto to the terms and conditions
herein contained, each such party has caused this Amendment to be executed on
its behalf.

                                        GLOBAL VACATION GROUP, INC.

                                        By:    /s/ ROGER H. BALLOU
                                            -----------------------------------
                                        Name:      Roger Ballou
                                             ----------------------------------
                                        Title:     Chairman
                                              ---------------------------------

                                        THE BANK OF NEW YORK,
                                        individually and as Administrative Agent

                                        By:    /s/ ROBERT SANTORIELLO
                                            -----------------------------------
                                        Name:      Robert Santoriello
                                             ----------------------------------
                                        Title:     Assistant Vice President
                                              ---------------------------------

                                        BANK OF AMERICA, FSB

                                        By:    /s/ BARBARA LEVY
                                            -----------------------------------
                                        Name:      Barbara Levy
                                             ----------------------------------
                                        Title:     Senior Vice President
                                              ---------------------------------

                                        FIRST UNION NATIONAL BANK

                                        By:    /s/ GORGE GONZALEZ
                                            -----------------------------------
                                        Name:      Gorge Gonzalez
                                             ----------------------------------
                                        Title:     Senior Vice President
                                              ---------------------------------


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AGREED TO:

SUNSHINE VACATIONS, INC.
GLOBAL VACATION MANAGEMENT COMPANY
HADDON HOLIDAYS, INC.
GLOBETROTTERS, INC.
CLASSIC CUSTOM VACATIONS
MTI VACATIONS, INC.
GVG FINANCE COMPANY
FRIENDLY HOLIDAYS, INC.
ISLAND RESORT TOURS, INC.
INTERNATIONAL TRAVEL & RESORTS, INC.

AS TO EACH OF THE FOREGOING:

By:    /s/ ROGER H. BALLOU
    -------------------------------
Name:      Roger Ballou
     ------------------------------
Title:     Chairman
      -----------------------------