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 may be further
amended or modified from time to time, the "Security Agreement"),
among RYDER TRS, INC., a Delaware corporation, as borrower
("TRS"), each subsidiary of TRS listed on Schedule I hereto (each
such subsidiary, individually, a "Guarantor" and, collectively,
the "Guarantors"; such Guarantors, together with TRS,
collectively, the "Grantors") and CITICORP USA, INC., a Delaware
corporation, as collateral agent ("Citicorp" or the "Collateral
Agent") for the Secured Parties.
WHEREAS TRS, as borrower, has entered into that certain Credit
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 may be further amended
or modified from time to time, the "Credit Agreement") among TRS, the lenders
from time to time party thereto (the "Lenders"), The Chase Manhattan Bank, as
documentation agent, and Citicorp, as administrative agent for the Lenders and
as collateral agent;
WHEREAS, contemporaneously with the execution and delivery of the
Credit Agreement, the parties hereto entered into the Security Agreement for the
purpose of securing the payment and performance of the Obligations; and
WHEREAS, TRS, the Collateral Agent and the Required Lenders desire to
amend Section 6.04 of the Security Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing premises and the
agreements, provisions and covenants set forth herein, the parties hereto hereby
agree, subject to the terms and conditions set forth below, as follows:
SECTION 1. Defined Terms. Unless the context requires a different
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meaning, capitalized terms used herein but not defined herein shall have the
respective meanings assigned to such terms in the Credit Agreement or the
Security Agreement, as appropriate.
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SECTION 2. Amendment of the Security Agreement. Section 6.04(a) of
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the Security Agreement is hereby amended pursuant to Section 8.08(b) of the
Security Agreement to extend the operative deadline of such provision to August
10, 1998, such that the last sentence of Section 6.04(a) is hereby amended and
restated to read in its entirety as follows:
"Notwithstanding the foregoing, until August 10, 1998 the Title
Documentation for such Vehicle may be maintained and processed by
Authorized Employees (who may be employees of the Seller) in the same
manner and at the same location used immediately prior to the date hereof
by the Seller for such purposes, provided that (i) such Titling
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Documentation shall be maintained in fireproof file cabinets that shall be
locked when not in use by Authorized Employees and (ii) the Collateral
Agent shall be given a copy of the keys to such file cabinets."
SECTION 4. Headings. Section headings used herein are for
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convenience of reference only, are not part of this Amendment and are not to
effect the construction of, or to be taken into consideration in interpreting,
this Amendment.
SECTION 5. Governing Law. This Amendment shall be construed in
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accordance with the laws of the State of New York without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
SECTION 6. Effectiveness of this Amendment. This Amendment shall
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become effective as of the date first above written when this Amendment shall
have been executed by each of the parties hereto.
SECTION 7. Counterparts. (a) This Amendment may be executed in
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separate counterparts, each of which when so executed and delivered shall
constitute an original, to become effective as provided in Section 6 hereof.
(b) Delivery of an executed counterpart of this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Amendment.
SECTION 8. Full Force and Effect. Except as expressly amended
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hereby, the Security Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.
RYDER TRS, INC.,
by /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
CITICORP USA, INC., as
Collateral Agent,
by /s/ XXXXXXXXX XXXXX
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Name: Xxxxxxxxx Xxxxx
Title: Vice President
CORESTATES BANK, N.A.,
by /s/ XXXXXXXXXXX X. XXXXXXXXX
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Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
SOCIETE GENERALE,
by /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
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SCHEDULE I
GUARANTORS
Name Address for all Guarantors
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Ryder Truck Rental-One Way, Inc. 0000 Xxxxxxxx
Xxxxx Xxxxxxxxxx Services, Inc. Suite 1800
The Move Shop, Inc. Xxxxxx, XX 00000
Ryder Move Management, Inc. 0000 X.X. 00xx Xxxxxx
Xxxxx, XX 00000
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