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EXHIBIT 10.30
SECOND AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of March 18, 1999 (this "Amendment"), is made by and among BUDGET GROUP,
INC., a Delaware corporation (the "Borrower"), the Lenders (such capitalized
term and all other capitalized terms not otherwise defined herein shall have the
meanings provided for in Article I below) parties hereto and CREDIT SUISSE FIRST
BOSTON, as administrative agent (in such capacity, the "Administrative Agent")
for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agents have heretofore
entered into that certain Amended and Restated Credit Agreement, dated as of
June 19, 1998 (as amended by the First Amendment to Amended and Restated Credit
Agreement dated as of September 11, 1998, and as further amended, supplemented,
amended and restated or otherwise modified, the "Credit Agreement");
WHEREAS, the Borrower desires to issue up to $400,000,000 aggregate
principal amount of its senior unsecured notes the proceeds of which would be
used to repay outstanding Indebtedness in respect of the Series 1994-A Medium
Term Notes issued by Budget Fleet Finance Corporation, a Delaware corporation
("BFFC"), or the Series 1994-1 Medium Term Notes issued by TFFC or other
Indebtedness of the Borrower and its Subsidiaries;
WHEREAS, the Borrower desires to eliminate the aggregate amount
limitation set forth in clause (c) of Section 8.2.10 of the Credit Agreement to
the extent such limitation would apply to the sale of assets comprising a
Non-Core Business (as defined below);
WHEREAS, the Borrower desires the ability to incur extraordinary and
non-recurring charges and expenses in an amount not to exceed $50,000,000 in the
aggregate and not have such charges and expenses comprise a deduction in
determining EBITDA;
WHEREAS, the Foreign Subsidiaries of the Borrower desire to obtain
financing for working capital and general corporate purposes in an aggregate
principal amount at any time outstanding of up to $100,000,000;
WHEREAS, the Borrower desires to make Capital Expenditures in Fiscal
Year 1999 in an aggregate amount of up to $85,000,000;
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WHEREAS, the Borrower desires the ability to pay and make a
Distribution to those of its stockholders that are entitled to receive
Contingent Additional Consideration (as defined in Section 3.4 of the Ryder
Merger Agreement (as defined below)) in an aggregate amount not to exceed the
sum of (i) $15,000,000 and (ii) the amount of certain Net Disposition Proceeds
resulting from the sale of assets comprising a Non-Core Business and not
exceeding $20,000,000 in the aggregate;
WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement, including provisions relating to the
transactions and actions described in the preceding seven paragraphs; and
WHEREAS, the Required Lenders are willing, on and subject to the terms
and conditions set forth below, to amend the Credit Agreement as provided below
(the Credit Agreement, as amended pursuant to the terms of this Amendment, being
referred to as the "Amended Credit Agreement");
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Borrower and the Required Lenders hereby agree
as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):
"Administrative Agent" is defined in the preamble.
"Amended Credit Agreement" is defined in the ninth recital.
"Amendment" is defined in the preamble.
"BFFC" is defined in the second recital.
"Borrower" is defined in the preamble.
"Credit Agreement" is defined in the first recital.
SECTION 1.2. Other Definitions. Terms for which meanings are provided
in the Amended Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such meanings.
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ARTICLE II
AMENDMENTS TO CREDIT AGREEMENT
Subject to the satisfaction of the conditions set forth in Article III,
effective as of the date hereof, the Credit Agreement is hereby amended in
accordance with this Article II; except expressly as so amended by this
Amendment, the Credit Agreement shall continue in full force and effect in
accordance with its terms.
SECTION 2.1. Amendment to Section 1.1 of the Credit Agreement. Section
1.1 of the Credit Agreement ("Defined Terms") is hereby amended as follows:
(a) by inserting in such Section the following definitions in
the appropriate alphabetical order:
"BFFC" means Budget Fleet Finance Corporation, a
Delaware corporation.
"Core Business" means the business of (a) renting
worldwide for general use passenger automobiles and trucks
under the Budget and Ryder brand names, (b) selling in the
United States late model automobiles and passenger vans under
the Budget brand name and (c) franchising the foregoing rental
business to other Persons.
"1999 Senior Note Debt" means Indebtedness in respect
of the 1999 Senior Notes.
"1999 Senior Note Indenture" means the Indenture or
Indentures pursuant to which the 1999 Senior Notes are issued,
in each case, between the Borrower and the applicable trustee
thereunder, having terms consistent with the terms set forth
in Schedule VI hereto, as such Indenture or Indentures may be
amended, supplemented, amended and restated or otherwise
modified in accordance with the terms hereunder.
"1999 Senior Notes" means the senior unsecured notes
of the Borrower having terms consistent with the terms set
forth in Schedule VI hereto.
"Non-Core Business" means any business other than a
Core Business.
"Ryder Merger Agreement" means the Agreement and Plan
of Merger, dated March 4, 1998 (as amended on March 16, 1998
and June 19, 1998), by and among the Borrower, BDG
Corporation, Ryder TRS, Inc., Ryder Questor Partners Fund,
L.P., Questor Side-by-Side Partners L.P. and Dearborn Capital
Partners, L.P.
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"Second Amendment" means the Second Amendment to
Amended and Restated Credit Agreement, dated as of March 18,
1999, among the Borrower, the Lenders parties thereto and the
Agents.
(b) by deleting the definition of "Adjusted EBITDA" set forth in such
Section in its entirety and substituting therefor the following:
"Adjusted EBITDA" means, for any applicable period,
the excess of
(a) EBITDA for such period
over
(b) to the extent added in arriving at such EBITDA,
the sum of
(i) the aggregate amount of depreciation in
respect of Vehicles securing Vehicle Debt during such
period; provided that, in the event such period
includes a Fiscal Quarter in which 1999 Senior Notes
were issued, the aggregate amount of depreciation for
such period shall be determined on a pro forma basis
as if Vehicles having an aggregate net book value as
of the first day of such period equal to the net cash
proceeds of such 1999 Senior Notes were free and
clear of any Lien securing Vehicle Debt for such
period, but only to the extent Vehicles having such
aggregate net book value remain free and clear of
such Liens for the period commencing with the date
such 1999 Senior Notes were issued and ending on the
last day of such period (such determination to be set
forth in reasonable detail (including identification
of the Vehicles having an aggregate net book value
equal to such net cash proceeds) and with appropriate
calculations and computations in all respects
reasonably satisfactory to the Administrative Agent
in the applicable Compliance Certificate);
plus
(ii) Vehicle Interest Expense during such
period.
(c) by deleting the pricing grid in the definition of "Applicable
Commitment Fee" set forth in such Section in its entirety and substituting
therefor the following:
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PRICING GRID
APPLICABLE
ADJUSTED LEVERAGE RATIO COMMITMENT FEE
----------------------- --------------
X >= 4.50 50.0
X >= 2.0, but < 4.50 37.5
X >= 1.0, but < 2.0 30.0
X >= 0.75, but < 1.0 25.0
X < 0.75 20.0
(d) by deleting the pricing grid in the definition of "Applicable
Margin" set forth in such Section in its entirety and substituting therefor the
following:
PRICING GRID
EUROCURRENCY LOAN ABR LOAN
ADJUSTED LEVERAGE RATIO APPLICABLE MARGIN APPLICABLE MARGIN
----------------------- ----------------- -----------------
X >= 5.5 275 175
X >= 4.5, but < 5.5 250 150
X >= 3.5, but < 4.5 225 125
X >= 3.0, but < 3.5 200 100
X >= 2.0, but < 3.0 175 75
X >= 1.0, but < 2.0 150 50
X >= 0.75, but < 1.0 125 25
X < 0.75 100 0
(e) by amending clause (e) of the definition of "Change of Control" set
forth in such Section by deleting the word "or" following the term "Series B
Notes" and substituting therefor ",", and by adding the phrase "or the 1999
Senior Note Debt" following the term "Subordinated Debt".
(f) by deleting clauses (b) and (c) of the definition of "EBITDA" set
forth in such Section in their entirety and substituting therefor the following:
"(b) to the extent deducted in arriving at such Net
Income, the sum, without duplication, of (i) Aggregate
Interest Expense, plus (ii) taxes computed on the basis of
income plus (iii) the aggregate amount of depreciation and
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amortization of tangible and intangible assets plus (iv)
extraordinary and non-recurring expenses or charges resulting
from the Transaction in an amount not to exceed $56,000,000 in
the aggregate plus (v) other extraordinary and non-recurring
expenses or charges in an amount not to exceed $50,000,000 in
the aggregate since the date of the First Amendment
minus
(c) to the extent included in arriving at such Net
Income, extraordinary and non-recurring gains in an amount not
to exceed $50,000,000 in the aggregate since the date of the
First Amendment";
(g) by deleting in the definition of "Loan Document" the phrase "and
each other agreement, certificate, document or instrument delivered in
connection with this Agreement and such other agreements" and substituting
therefor the following:
"and each other agreement, certificate, document or instrument
delivered in connection with this Agreement or any such other agreement
and designated to be a 'Loan Document'".
SECTION 2.2. Amendment to Section 2.2.2 of the Credit Agreement.
Section 2.2.2 of the Credit Agreement is hereby amended as follows:
(a) by adding after the phrase "Subordinated Debt" in such Section the
phrase ", 1999 Senior Note Debt"; and
(b) by adding after the phrase "its or such Subsidiary's good faith
intention to apply such Net Disposition Proceeds to the acquisition or
construction of property or capital assets to be used in the business of the
Borrower and its Subsidiaries" the following parenthetical:
"(or to the payment of Contingent Additional Consideration (as
defined in Section 3.4 of the Ryder Merger Agreement) to the
extent permitted by clause (ii) of the proviso to clause (a)
of Section 8.2.6)".
SECTION 2.3. Amendment to Section 8.1 of the Credit Agreement. Section
8.1 of the Credit Agreement is hereby amended to add the following new Section
8.1.10 to read as follows:
"SECTION 8.1.10. Use of Proceeds of 1999 Senior Notes. The
Borrower shall apply the proceeds of the 1999 Senior Notes to repay
outstanding Indebtedness in respect of the Series 1994-A Medium Term
Notes issued by BFFC, or the Series 1994-1 Medium Term Notes issued by
TFFC or other Indebtedness of the Borrower and its Subsidiaries."
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SECTION 2.4. Amendments to Section 8.2.2 of the Credit Agreement.
Section 8.2.2 of the Credit Agreement is hereby amended as follows:
(a) by deleting the "and" in clause (h) of such Section and
substituting therefor "," and by adding at the end of such clause (h)
the following:
"and (v) any promissory note or notes issued by the
Borrower to an SPC or SPCs in connection with the
issuance by such SPCs of medium-term notes,
highly-rated commercial paper or other securities the
proceeds of which are used to finance Vehicles or
refinance Vehicle Debt so long as the Administrative
Agent is satisfied that such promissory note or notes
are structured in a manner similar to Demand
Capitalization Note I, Demand Capitalization Note II,
Demand Capitalization Note III and Demand
Capitalization Note IV";
(b) by deleting clause (i) of such Section in its entirety and
substituting therefor the following:
"(i) Indebtedness of Foreign Subsidiaries incurred
for working capital and general corporate purposes to the
extent the aggregate principal amount thereof does not exceed
at any time outstanding $100,000,000;";
(c) by deleting "[INTENTIONALLY OMITTED]" in clause (o) of
such Section and substituting therefor the following:
"(o) Indebtedness in respect of the 1999 Senior
Notes in an aggregate principal amount not to exceed
$400,000,000;";
(d) by adding the phrase "or (o)" immediately following the
reference to "clause (f)" in the first line of clause (u) of such
Section.
SECTION 2.5. Amendments to Section 8.2.4 of the Credit Agreement.
Section 8.2.4 of the Credit Agreement is hereby amended as follows:
(a) by deleting the table in clause (b) of such Section in its
entirety and substituting therefor the following:
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FISCAL QUARTER RATIO
-------------- -----
The third Fiscal Quarter of the
1998 Fiscal Year 4.25:1.00
The fourth Fiscal Quarter of
the 1998 Fiscal Year 4.00:1.00
The first Fiscal Quarter of the
1999 Fiscal Year 6.90:1.00
The second Fiscal Quarter of
the 1999 Fiscal Year 6.65:1.00
The third Fiscal Quarter of the
1999 Fiscal Year 6.45:1.00
The fourth Fiscal Quarter of the
1999 Fiscal Year and the first,
second and third Fiscal Quarters
of the 2000 Fiscal Year 4.25:1.00
The fourth Fiscal Quarter of
the 2000 Fiscal Year 3.25:1.00
The first, second, third and 3.00:1.00
fourth Fiscal Quarters of
the 2001 Fiscal Year and
each Fiscal Quarter
thereafter
(b) by deleting the table in clause (c) of such Section in its entirety
and substituting therefor the following:
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FISCAL QUARTER RATIO
-------------- -----
The third Fiscal Quarter of the
1998 Fiscal Year 3.50:1.00
The fourth Fiscal Quarter of the
1998 Fiscal Year and the
first and second Fiscal
Quarters of the 1999 Fiscal
Year 3.75:1.00
The third Fiscal Quarter of the
1999 Fiscal Year 3.65:1.00
The fourth Fiscal Quarter of the
1999 Fiscal Year, and the
first, second and third Fiscal
Quarters of the 2000
Fiscal Year 3.75:1.00
The fourth Fiscal Quarter of the
2000 Fiscal Year and each
Fiscal Quarter thereafter 4.00:1.00
SECTION 2.6. Amendments to Section 8.2.6 of the Credit Agreement.
Section 8.2.6 of the Credit Agreement is hereby amended as follows:
(a) by deleting the proviso to clause (a) of such Section in
its entirety and substituting therefor the following:
"provided, however, that
(i) the Borrower may (x) declare, pay and make
Distributions to its stockholders with respect to, and (y)
purchase or redeem, shares of any class of Capital Stock (now
or hereafter outstanding) of the Borrower, or warrants,
options or other rights with respect to any such shares of
Capital Stock (now or hereafter outstanding) of the Borrower,
in each case, in any Fiscal Year to the extent the aggregate
amount to be expended in respect of such Distribution,
purchase or redemption to be made by the Borrower pursuant to
this clause (i), when added to the aggregate amount expended
in respect of all other such Distributions, purchases or
redemptions made pursuant to this clause (i) during the Fiscal
Year in which such Distribution, purchase or redemption would
be
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made, does not exceed 20% of the Net Income of the Borrower
for the immediately preceding Fiscal Year, so long as
(A) both before and after giving effect to
any such Distribution, purchase or redemption
pursuant to this clause (i), no Default shall have
occurred and be continuing, and
(B) in the case of any such Distribution,
the Borrower shall have delivered to the
Administrative Agent (1) financial statements
prepared on a pro forma basis to give effect to such
Distribution for the period of four consecutive
Fiscal Quarters ending with the Fiscal Quarter then
last ended for which financial statements and the
Compliance Certificate relating thereto have been
delivered to the Administrative Agent pursuant to
Section 8.1.1 (including Section 8.1.1 of the
Original Credit Agreement) and (2) a certificate of
the Borrower executed by an Authorized Officer of the
Borrower demonstrating that the financial results
reflected in such financial statements would comply
with the requirements of Section 8.2.4 for the Fiscal
Quarter in which such Distribution is to be made; and
(ii) the Borrower may pay and make a Distribution to
those of its stockholders that are entitled to receive
Contingent Additional Consideration (as defined in Section 3.4
of the Ryder Merger Agreement) from the Borrower to the extent
the aggregate amount to be expended in respect of such
Distribution, when added to the aggregate amount expended in
respect of all other such Distributions made pursuant to this
clause (ii), does not exceed the sum of (x) $15,000,000 plus
(y) the amount of Net Disposition Proceeds resulting from the
sale of the assets of a Non-Core Business (or of the Capital
Stock of a Subsidiary of the Borrower exclusively engaged in
the conduct of a Non-Core Business) and not exceeding
$20,000,000 in the aggregate to the extent such Net
Disposition Proceeds were not applied to the acquisition or
construction of property or capital assets to be used in the
business of the Borrower and its Subsidiaries, so long as
(A) such Distribution is made in accordance
with the provisions of Section 3.4 of the Ryder
Merger Agreement,
(B) both before and after giving effect to
any such Distribution, no Default shall have occurred
and be continuing, and
(C) in the case of any such Distribution,
the Borrower shall have delivered to the
Administrative Agent (1) financial statements
prepared on a pro forma basis to give effect to such
Distribution for the period of four consecutive
Fiscal Quarters ending with the Fiscal Quarter then
last ended for which financial statements and the
Compliance Certificate relating thereto have been
delivered to the Administrative Agent pursuant to
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Section 8.1.1 (including Section 8.1.1 of the
Original Credit Agreement) and (2) a certificate of
the Borrower executed by an Authorized Officer of the
Borrower demonstrating that the financial results
reflected in such financial statements would comply
with the requirements of Section 8.2.4 for the Fiscal
Quarter in which such Distribution is to be made";
(b) by deleting clause (c) of such Section in its entirety and
substituting therefor the following:
"(c) the Borrower will not, and will not permit any of its
Subsidiaries to
(i) make any payment or prepayment of principal of,
or make any payment of interest on, any Subordinated Debt or
1999 Senior Note Debt (other than Subordinated Debt held by
the Borrower or any Wholly Owned Subsidiary of the Borrower
that is a Subsidiary Guarantor), other than payments of
interest on the stated, scheduled date for such payments of
interest as set forth in the documents and instruments
memorializing such Subordinated Debt or 1999 Senior Note Debt,
as the case may be, or (in the case of Subordinated Debt)
which would violate the subordination provisions of such
Subordinated Debt; or
(ii) redeem, purchase or defease, any Subordinated
Debt or 1999 Senior Note Debt (other than Subordinated Debt
held by the Borrower or any Wholly Owned Subsidiary of the
Borrower that is a Subsidiary Guarantor); and".
SECTION 2.7. Amendment to Section 8.2.7 of the Credit Agreement.
Section 8.2.7 of the Credit Agreement is hereby amended by deleting the dollar
amount "$65,000,000" opposite Fiscal Year 1999 and substituting therefor
"$85,000,000".
SECTION 2.8. Amendment to Section 8.2.10 of the Credit Agreement.
Clause (c) of Section 8.2.10 of the Credit Agreement is hereby amended by
deleting such clause in its entirety and substituting therefor the following:
"(c) (i) any such sale, transfer or conveyance is for not less
than the fair market value of the assets so sold, transferred or
conveyed (as determined in good faith by the Board of Directors of the
Borrower or a committee thereof, whose determination shall be evidenced
by a certified written resolution of such Board or committee) and the
consideration received by the Borrower or the relevant Subsidiary of
the Borrower in respect thereof consists of at least 75% cash or Cash
Equivalent Investments and (ii) in the case such assets relate to the
conduct of the Core Business, the fair market value of such assets,
together with the aggregate fair market value of all other such assets
sold, transferred or conveyed pursuant to this clause (c) in the Fiscal
Year such assets are sold, transferred or conveyed, does not exceed
$25,000,000; provided, however, that no such sale, transfer or
conveyance of any asset (whether or not relating to the conduct of a
Core
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Business) shall be permitted to be made if immediately before or after
giving effect thereto, any Default shall have occurred and be
continuing; or".
SECTION 2.9. Amendment to Section 8.2.11 of the Credit Agreement.
Section 8.2.11 of the Credit Agreement is hereby amended by inserting the phrase
"or 1999 Senior Note Debt" following the term "Subordinated Debt" in the tenth
line thereof.
SECTION 2.10. Amendment to Credit Agreement Schedules. The Credit
Agreement is hereby amended by adding a new Schedule VI ("Terms Relating to 1999
Senior Note Debt"), to read as set forth on Exhibit A hereto.
ARTICLE III
CONDITIONS TO EFFECTIVENESS
This Amendment, and the amendments and modifications contained herein,
shall be and shall become effective as of the date hereof subject to the
satisfaction of each of the conditions set forth in this Article III to the
satisfaction of the Administrative Agent.
SECTION 3.1. Execution of Counterparts. The Administrative Agent shall
have received counterparts of this Amendment, duly executed and delivered on
behalf of the Borrower and each of the Required Lenders.
SECTION 3.2. Closing Date Certificate. The Administrative Agent shall
have received, with counterparts for each Lender, a certificate, dated the date
hereof, appropriately completed and duly executed and delivered by an Authorized
Officer of the Borrower in which certificate the Borrower shall agree and
acknowledge that the statements made therein shall be deemed to be true and
correct representations and warranties of the Borrower made as of such date and,
at the time such certificate is delivered, such statements shall in fact be true
and correct.
SECTION 3.3. Execution of Affirmation and Consent. The Administrative
Agent shall have received an affirmation and consent in form and substance
satisfactory to it, duly executed and delivered by each Guarantor and any other
Obligor that has granted a Lien pursuant to any Loan Document.
SECTION 3.4. Amendment Fee. The Administrative Agent shall have
received the amendment fees due and payable pursuant to Section 5.4.
SECTION 3.5. Fees and Expenses. The Administrative Agent shall have
received all fees and expenses due and payable pursuant to Section 5.5 (to the
extent then invoiced) and pursuant to the Credit Agreement (including all
previously invoiced fees and expenses).
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1. Representations and Warranties. In order to induce the
Required Lenders and the Administrative Agent to enter into this Amendment, the
Borrower hereby represents and warrants to the Administrative Agent, the Issuer
and each Lender, as of the date hereof, as follows:
(a) the representations and warranties set forth in Article
VII of the Credit Agreement (excluding, however, those contained in
Section 7.7 of the Credit Agreement) and in each other Loan Document
are, in each case, true and correct (unless stated to relate solely to
an earlier date, in which case such representations and warranties are
true and correct as of such earlier date);
(b) except as disclosed by the Borrower to the Agents, the
Issuer and the Lenders pursuant to Section 7.7 of the Credit Agreement
(i) no labor controversy, litigation, arbitration or
governmental investigation or proceeding is pending or, to the
best knowledge of the Borrower, threatened against the
Borrower or any of its Subsidiaries which might materially
adversely affect the Borrower's consolidated business,
operations, assets, revenues, properties or prospects or which
purports to affect the legality, validity or enforceability of
this Agreement, the Notes or any other Loan Document; and
(ii) no development has occurred in any labor
controversy, litigation, arbitration or governmental
investigation or proceeding disclosed pursuant to Section 7.7
of the Credit Agreement which might materially adversely
affect the consolidated businesses, operations, assets,
revenues, properties or prospects of the Borrower and its
Subsidiaries;
(c) no Default has occurred and is continuing, and neither the
Borrower nor any of its Subsidiaries nor any other Obligor is in
material violation of any law or governmental regulation or court order
or decree; and
(d) this Amendment has been duly authorized, executed and
delivered by the Borrower and constitutes a legal, valid and binding
obligation of the Borrower, enforceable against it in accordance with
its terms, except to the extent the enforceability hereof may be
limited by (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
or affecting the rights and remedies of creditors generally and (ii)
the effect of general principles of equity, whether enforcement is
considered in a proceeding in equity or at law.
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SECTION 4.2. Full Disclosure. Except as corrected by written
information delivered to the Agents and the Lenders reasonably prior to the date
on which this representation is made, all factual information heretofore or
contemporaneously furnished by the Borrower in writing to any Agent, the Issuer
or any Lender for purposes of or in connection with this Amendment or any
transaction contemplated hereby is true and accurate in every material respect
and such information is not incomplete by omitting to state any material fact
necessary to make such information not misleading. All projections delivered to
any Agent or any Lender by or on behalf of the Borrower have been prepared in
good faith by the Borrower and represent the best estimates of the Borrower, as
of the date hereof, of the reasonably expected future performance of the
businesses reflected in such projections.
SECTION 4.3. Compliance with Credit Agreement. As of the execution and
delivery of this Amendment, each Obligor is in compliance with all the terms and
conditions of the Credit Agreement and the other Loan Documents to be observed
or performed by it thereunder, and no Default has occurred and is continuing.
ARTICLE V
MISCELLANEOUS
SECTION 5.1. Full Force and Effect; Limited Amendment. Except as
expressly amended hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Credit Agreement and the other
Loan Documents shall remain unamended and unwaived and shall continue to be, and
shall remain, in full force and effect in accordance with their respective
terms. The amendments set forth herein shall be limited precisely as provided
for herein to the provisions expressly amended herein and shall not be deemed to
be an amendment to, consent to or modification of any other term or provision of
the Credit Agreement, any other Loan Document referred to therein or herein or
of any transaction or further or future action on the part of the Borrower or
any other Obligor which would require the consent of any of the Lenders under
the Credit Agreement or any of the other Loan Documents.
SECTION 5.2. Loan Document Pursuant to Credit Agreement. This Amendment
is a Loan Document executed pursuant to the Credit Agreement and shall be
construed, administered and applied in accordance with all of the terms and
provisions of the Credit Agreement (and, following the date hereof, the Amended
Credit Agreement). Any breach of any representation or warranty or covenant or
agreement contained in this Amendment shall be deemed to be an Event of Default
for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 5.3. Further Assurances. The Borrower hereby agrees that it
will take any action that from time to time may be reasonably necessary to
effectuate the amendments contemplated herein.
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SECTION 5.4. Amendment Fee. Upon satisfaction of the condition set
forth in Section 3.1, the Borrower shall pay, without setoff, deduction or
counterclaim, a non-refundable amendment fee for the account of each Lender that
has executed and delivered (including delivery by way of facsimile) a copy of
this Amendment to the attention of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ at ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (19th floor), telecopy number
▇▇▇-▇▇▇-▇▇▇▇ at or prior to 5:00 p.m., New York time, on March 18, 1999, in the
amount of 1/4 of 1% of such Lender's Commitment. The aggregate amount of such
amendment fee shall be paid at or prior to noon, New York time, on March 19,
1999 to the Administrative Agent for the pro rata account of the Lenders
entitled to receive such amendment fee.
SECTION 5.5. Fees and Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, execution and delivery of this Amendment and the
documents and transactions contemplated hereby, including the reasonable fees
and disbursements of Mayer, Brown, and ▇▇▇▇▇, as counsel for the Administrative
Agent.
SECTION 5.6. Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof.
SECTION 5.7. Execution in Counterparts. This Amendment may be executed
by the parties hereto in counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
SECTION 5.8. Cross-References. References in this Amendment to any
Article or Section are, unless otherwise specified or otherwise required by the
context, to such Article or Section of this Amendment.
SECTION 5.9. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 5.10. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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16
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers or general partners (or their respective
officers) thereunto duly authorized as of the day and year first above written.
BUDGET GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Title: Vice President and Treasurer
-----------------------------------
CREDIT SUISSE FIRST BOSTON, as a Lender
and the Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
NATIONSBANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
BANK OF HAWAII
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
S-1
17
BANK OF MONTREAL
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇
------------------------------------
Title: Portfolio Manager
-----------------------------------
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
THE BANK OF NOVA SCOTIA
By: /s/ F. C. H. ▇▇▇▇▇
-----------------------------------------
Name: F. C. H. ▇▇▇▇▇
------------------------------------
Title: Senior Manager Loan Operations
-----------------------------------
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
BANK POLSKA KASA OPIEKI S.A. - PEKAO
S.A. GROUP, NEW YORK BRANCH
By: /s/
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
▇-▇
▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇: /s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
------------------------------------
Title: Director
-----------------------------------
PARIBAS
By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
BANQUE WORMS CAPITAL CORPORATION
By: /s/
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
BHF-BANK AKTIENGESELLSCHAFT
By: /s/
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
By: /s/
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-3
19
CIBC INC.
By: /s/ ▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
------------------------------------
Title: Executive Director
-----------------------------------
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
COMMERZBANK AKTIENGESELLSCHAFT,
CHICAGO BRANCH
By: /s/
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
CREDIT AGRICOLE INDOSUEZ
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Title: First Vice President, Managing
-----------------------------------
Director
-----------------------------------
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: First Vice President
-----------------------------------
S-4
20
CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Title: First Vice President
-----------------------------------
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By: /s/ ▇▇▇▇ ▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇
------------------------------------
Title: Assistant Vice President
-----------------------------------
FLEET BANK, N.A.
By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-5
21
THE FUJI BANK, LIMITED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------
Title: Joint General Manager
------------------------------------------
GREEN TREE FINANCIAL SERVICING CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------------------
Title: Vice President and Chief Credit Officer
------------------------------------------
IMPERIAL BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------
Title: Senior Vice President
------------------------------------------
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By: /s/
----------------------------------------------
Name:
------------------------------------------
Title:
------------------------------------------
NATEXIS BANQUE
By: /s/ ▇▇▇▇▇▇ ▇. van Tulder
----------------------------------------------
Name: ▇▇▇▇▇▇ ▇. van Tulder
------------------------------------------
Title: Vice President and Manager
------------------------------------------
S-6
22
PNC BANK, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
SOUTHERN PACIFIC BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
SUNTRUST BANK CENTRAL FLORIDA, N.A.
By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Title: President
-----------------------------------
S-7
23
THE TOYO TRUST & BANKING CO., LTD.
By: /s/ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
UNION BANK OF CALIFORNIA, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: Vice President
-----------------------------------
S-8
24
EXHIBIT A
TO SECOND AMENDMENT
SCHEDULE VI
TO CREDIT AGREEMENT
TERMS RELATING TO 1999 SENIOR NOTE DEBT
1. Holders of 1999 Senior Note Debt may not have the benefit of any
guarantee from any Subsidiary of the Borrower.
2. Holders of 1999 Senior Note Debt may not have the benefit of a
cross-default to other Indebtedness, unless such other Indebtedness has
been accelerated or has otherwise matured.
3. Holders of 1999 Senior Note Debt may not have the benefit of any
negative pledge provision relating to Vehicles and other assets
securing Vehicle Debt.
