SECOND AMENDMENT TO ASSET AND STOCK PURCHASE AGREEMENT SECOND AMENDMENT TO ASSET AND STOCK PURCHASE AGREEMENT, dated as of October 28, 2002 (the "Second Amendment"), by and among Budget Group, Inc., a Delaware corporation ("Seller"), the Subsidiaries...
EXHIBIT 10.3
SECOND AMENDMENT TO
ASSET AND STOCK PURCHASE AGREEMENT
SECOND AMENDMENT TO ASSET AND STOCK PURCHASE AGREEMENT, dated
as of October 28, 2002 (the "Second Amendment"), by and among Budget Group,
Inc., a Delaware corporation ("Seller"), the Subsidiaries of Seller listed on
Schedule 1 (collectively with Seller, "Seller Parties"), Cendant Corporation, a
Delaware corporation ("Parent"), and Cherokee Acquisition Corporation, a
Delaware corporation ("Buyer").
WHEREAS, Parent, Cherokee and Seller Parties have entered into
the Asset and Stock Purchase Agreement, dated as of August 22, 2002 (the
"Purchase Agreement"), as amended by the First Amendment to the Purchase
Agreement, dated as of September 10, 2002; and
WHEREAS, Parent, Cherokee and Seller Parties desire to further
amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, the parties agree as follows:
1. Defined Terms. Capitalized terms used but not defined
in this Second Amendment shall have the respective meanings assigned thereto in
the Purchase Agreement.
2. Amendment to the Purchase Agreement.
(a) The Purchase Agreement is hereby amended by replacing
"October 28" with "November 6" (i) in Section 8.3(e), (ii) in the last paragraph
of Section 8.3, (iii) in Section 8.4(d)(i) and (iv) in Section 8.6(b)(ii).
(b) The Purchase Agreement is hereby amended by replacing
"November 8" with "November 20" in the second, third and fourth lines of Section
8.3(f).
(c) The Purchase Agreement is hereby amended by replacing
"November 9" with "November 21" in Section 8.2(a)(i).
(d) The Purchase Agreement is hereby amended by replacing
"December 6" with "December 18" in Section 8.2(a)(ii).
(e) The Purchase Agreement is hereby amended by replacing
"October 23" with "November 1" in Section 8.6(b)(ii).
3. Continuing Effect of Purchase Agreement. Except as
specifically amended pursuant to this Second Amendment, the provisions of the
Purchase Agreement are and shall remain in full force.
4. Counterparts. This Second Amendment may be executed
in one or more counterparts, all of which shall be considered one and the same
agreement, and the executed counterparts taken together shall be deemed to be
one originally executed document.
5. Governing Law. Except to the extent the mandatory
provisions of the Bankruptcy Code apply, this Second Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely in such state without
regard to principles of conflicts or choice of laws or any other law that would
make the laws of any other jurisdiction other than the State of New York
applicable hereto.
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2
IN WITNESS WHEREOF, Parent, Cherokee and Seller Parties have
caused this Second Amendment to be signed by their respective officers thereunto
duly authorized, all as of the date first written above.
BUDGET GROUP, INC.
By:
-------------------------------
Name:
Title:
CHEROKEE ACQUISITION
CORPORATION
By:
-------------------------------
Name:
Title:
CENDANT CORPORATION
By:
-------------------------------
Name:
Title:
BGI AIRPORT PARKING, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BGI SHARED SERVICES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BGI SHARED SERVICES, LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
VEHICLE RENTAL ACCESS
COMPANY, LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
PREMIER CAR RENTAL LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
2
AUTO RENTAL SYSTEMS, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
RYDER TRS, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
RYDER MOVE MANAGEMENT, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
MASTERING THE MOVE REALTY, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
THE MOVE SHOP, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
3
RYDER RELOCATION SERVICES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET STORAGE CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET RENT A CAR CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
CONTROL RISK CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
4
XXXXXX XXXXXX INSURANCE AGENCY,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET RENT-A-CAR
INTERNATIONAL, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET CAR SALES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TCS PROPERTIES, LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
5
IN MOTORS VI, LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
VALCAR RENTAL CAR SALES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
DIRECTORS ROW MANAGEMENT
COMPANY, LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM CAR SALES OF SOUTHERN
CALIFORNIA, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
6
TEAM CAR SALES OF SAN DIEGO,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM CAR SALES OF RICHMOND,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM CAR SALES OF PHILADELPHIA,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM CAR SALES OF DAYTON, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
7
TEAM CAR SALES OF CHARLOTTE,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
XXXXXX XXXXXX FORD, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
XXXX XXXX FORD, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
XXXXXX CHRYSLER PLYMOUTH
DODGE JEEP EAGLE, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
8
BUDGET SALES CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
RESERVATION SERVICES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM REALTY SERVICES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM HOLDINGS CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
9
BUDGET RENT-A-CAR SYSTEMS, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET -RENT-A-CAR OF ST. LOUIS,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET -RENT-A-CAR OF THE
MIDWEST, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BVM, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
10
DAYTON AUTO LEASE COMPANY,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
MOSIANT CAR SALES, INC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
NYRAC INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET RENT A CAR CARIBE
CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
11
BUDGET FLEET FINANCE
CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TRANSPORTATION AND STORAGE
ASSOCIATES
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BRAC CREDIT CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM FLEET SERVICES
CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
12
BUDGET RENT A CAR ASIA-PACIFIC,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET RENT A CAR OF JAPAN, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
13
SCHEDULE 1
SELLER PARTIES
BGI Airport Parking, Inc.
BGI Shared Services, Inc.
BGI Shared Services, LLC
Vehicle Rental Access Company, LLC
Premier Car Rental LLC
Auto Rental Systems, Inc.
Ryder TRS, Inc.
Ryder Move Management, Inc.
Mastering the Move Realty, Inc.
The Move Shop, Inc.
Ryder Relocation Services, Inc.
Budget Storage Corporation
Budget Rent a Car Corporation
Control Risk Corporation
Xxxxxx Xxxxxx Insurance Agency, Inc.
Budget Rent-A-Car International, Inc.
Budget Car Sales, Inc.
TCS Properties, LLC
IN Motors VI, LLC
ValCar Rental Car Sales, Inc.
Directors Row Management Company, LLC
Team Car Sales of Southern California, Inc.
Team Car Sales of San Diego, Inc.
Team Car Sales of Richmond, Inc.
Team Car Sales of Philadelphia, Inc.
Team Car Sales of Dayton, Inc.
Team Car Sales of Charlotte, Inc.
Xxxxxx Xxxxxx Ford, Inc.
Xxxx Xxxx Ford, Inc.
Xxxxxx Chrysler Plymouth Dodge Jeep Eagle, Inc.
Budget Sales Corporation
Reservation Services, Inc.
Team Realty Services, Inc.
Team Holdings Corporation
Budget Rent-A-Car Systems, Inc.
Budget Rent-A-Car of St. Louis, Inc.
Budget Rent-A-Car of the Midwest, Inc.
BVM, Inc.
Dayton Auto Lease Company, Inc.
Mosiant Car Sales, Inc.
NYRAC Inc.
Budget Rent a Car Caribe Corporation
Budget Fleet Finance Corporation
Transportation and Storage Associates
BRAC Credit Corporation
Team Fleet Services Corporation
Budget Rent a Car Asia-Pacific, Inc.
Budget Rent a Car of Japan, Inc.
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