AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 4, 1998 BY AND AMONG BUDGET GROUP, INC., BDG CORPORATION, RYDER TRS, INC.,Agreement and Plan of Merger • March 17th, 1998 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • Delaware
betweenLicense Agreement • February 3rd, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 10.6 ------------ ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT is entered into as of this 17th day of October, 1996 between Ryder Truck Rental, Inc., a Florida corporation with its principal place of business at...Administrative Services Agreement • March 13th, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • Florida
such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (b) under any Guarantee of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Obligations which Guarantee...Guarantee Agreement • March 31st, 1998 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
ARTICLE I DefinitionsSecurity Agreement • March 31st, 1998 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Consent. The Required...Ryder TRS Inc • March 31st, 1998 • Services-auto rental & leasing (no drivers) • New York
ARTICLE 1Ryder TRS Inc • January 24th, 1997 • New York
1 Exhibit 2.3 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 2 dated as of June 19, 1998 to the Agreement and Plan of Merger, dated as of March 4, 1998, by and among Budget Group, Inc. ("Buyer"), BDG Corporation ("Sub"), Ryder TRS, Inc....Agreement and Plan of Merger • June 30th, 1998 • Ryder TRS Inc • Services-auto rental & leasing (no drivers)
amongCredit Agreement • August 14th, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary if, and to the extent that, the pledge of a greater percentage would have adverse tax...Pledge Agreement • March 31st, 1998 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
November 20, 1996 CHASE SECURITIES INC. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: Ryder TRS, Inc., a Delaware corporation, proposes to issue and sell $175,000,000 principal amount of its 10% Senior Subordinated Notes due 2006 (the...Purchase Agreement • January 24th, 1997 • Ryder TRS Inc • New York
ARTICLE VIII. Representations and Warranties............................................7 SECTION 8.1. Organization; Power................................................7 SECTION 8.2....Loan Agreement • August 21st, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
AmongCredit Agreement • January 24th, 1997 • Ryder TRS Inc • New York
SUBLEASE BetweenRyder TRS Inc • March 13th, 1997 • Services-auto rental & leasing (no drivers)
FORRyder TRS Inc • March 25th, 1997 • Services-auto rental & leasing (no drivers) • Colorado
EXHIBIT 10.13 ------------- SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is entered into as of this 17th day of October, 1996 (the "Effective Date") between Ryder Truck Rental, Inc., a Florida corporation with its principal...Software License Agreement • February 3rd, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • Florida
EXHIBIT 10.30 AMENDMENT NO. 2 and CONSENT thereto dated as of February 6, 1998 (this "Amendment") to the SECURITY AGREEMENT dated as of October 17, 1996, as amended and restated as of August 7, 1997, as further amended as of December 30, 1997 (as it...Ryder TRS Inc • March 31st, 1998 • Services-auto rental & leasing (no drivers) • New York
between FCTR, INC., RCTR, INC.,Dealer Agreement • August 21st, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 4.3Security Agreement • January 24th, 1997 • Ryder TRS Inc • New York
AGREEMENT ---------S Agreement • May 15th, 1998 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • Colorado
November 25, 1996 CHASE SECURITIES INC. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: Ryder TRS, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to you (the "Initial Purchaser"), upon the terms set forth in a...Exchange and Registration Rights Agreement • January 24th, 1997 • Ryder TRS Inc • New York
among FCTR, INC., RCTR, INC.,Collateral Agreement • August 21st, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 10.14 MANAGEMENT AND CONSULTING AGREEMENT ----------------------------------- This Management and Consulting Agreement ("Agreement") is made this 17 day of October, 1996, and is between Ryder TRS, Inc., a Delaware corporation ("Ryder TRS"),...Management and Consulting Agreement • January 24th, 1997 • Ryder TRS Inc • Michigan
Among FCTR, INC., as BorrowerLiquidity Agreement • August 21st, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 10.2 ------------ ASSET AND STOCK PURCHASE AGREEMENT by and between RYDER TRUCK RENTAL, INC.Asset and Stock Purchase Agreement • February 3rd, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Contributing Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Contributing...Subrogation and Contribution Agreement • March 31st, 1998 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
This will confirm the arrangements made with you (the "Depositary") by ---------- the undersigned, FCTR, Inc. ("Finco"), whereby you have agreed to act as depositary for safekeeping of certain short-term promissory notes of Finco (the "Commercial...Depositary Agreement • August 21st, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 10.22 INFORMATION TECHNOLOGY SERVICES AGREEMENT -----------------------------------------Technology Services Agreement • May 15th, 1998 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • Colorado
EXHIBIT 10.15 ------------- [Letterhead of Jay Alix & Associates, Inc.] October 15, 1996 Mr. Wallace L. Rueckel Ryder TRS, Inc. 4000 Town Center, Suite 530 Southfield, Michigan 48075 Re: Advisory, Restructuring and Turnaround Services Dear Mr....Ryder TRS Inc • March 13th, 1997 • Services-auto rental & leasing (no drivers) • Michigan
This letter outlines the understanding between Jay Alix & Associates, a Michigan corporation ("JA&A") and Ryder TRS, Inc. (the "Company") of the objective, tasks, work product and fees for the engagement of JA&A to provide advisory, restructuring and turnaround services to the Company.
EXHIBIT 10.1 AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AGREEMENT dated as of August 7, 1997Vehicle Lease Agreement • August 14th, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 10.23 AMENDMENT NO. 1 and CONSENT thereto dated as of February 6, 1998 (this "Amendment") to the COLLATERAL AGREEMENT dated as of August 7, 1997 (the "Collateral Agreement"), among FCTR, INC., a Delaware corporation ("Finco"), RCTR, INC., a...Collateral Agreement • March 31st, 1998 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 10.7 March 7, 1998 Ronald A. Rittenmeyer Ryder TRS, Inc. 1560 Broadway, Suite 1800 Denver, Colorado 80202 Re: Employment Agreement Dear Ron: I have been advised that certain provisions of my employment agreement with the Company dated December...Ryder TRS Inc • May 15th, 1998 • Services-auto rental & leasing (no drivers)
EXHIBIT 10.8 RYDER TRS, INC. 1560 BROADWAY, SUITE 1800 DENVER, COLORADO 80202 March 17, 1998 To: David Russell From: Ronald A. Rittenmeyer /s/ RONALD A. RITTENMEYER RE: AMENDMENT TO EMPLOYMENT AGREEMENT In connection with the transactions contemplated...Employment Agreement • May 15th, 1998 • Ryder TRS Inc • Services-auto rental & leasing (no drivers)
AGREEMENT ---------Option and Shareholder's Agreement • May 15th, 1998 • Ryder TRS Inc • Services-auto rental & leasing (no drivers) • Colorado
EXHIBIT 10.4 ------------ VEHICLE MAINTENANCE AGREEMENT ----------------------------- THIS VEHICLE MAINTENANCE AGREEMENT is entered into as of the 17th day of October, 1996 between Ryder TRS, Inc. (f/k/a RCTR Holdings, Inc.), with its principal place...Vehicle Maintenance Agreement • March 13th, 1997 • Ryder TRS Inc • Services-auto rental & leasing (no drivers)
