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EXHIBIT 4.10
AMENDMENT NUMBER FOUR TO SECOND AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT
This Amendment Number Four to Second Amended and Restated Loan and
Security Agreement ("Amendment") is entered into as of April 25, 1997, by and
between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"),
and GREYHOUND LINES, INC., a Delaware corporation ("Borrower"), in light of the
following:
FACT ONE: Borrower and Foothill have previously entered into that
certain Second Amended and Restated Loan and Security Agreement dated as of
June 5, 1995, as amended by Amendment Number One dated as of April 12, 1996,
Amendment Number Two dated as of December 20, 1996, and Amendment Number Three
dated as of March 25, 1997 (the "Agreement").
FACT TWO: Borrower and Foothill desire to further amend the Agreement
as provided for and on the conditions herein.
NOW, THEREFORE, Borrower and Foothill hereby amend and supplement the
Agreement as follows:
1. DEFINITIONS. All initially capitalized terms used in this
Amendment shall have the meanings given to them in the Agreement unless
specifically defined herein.
2. AMENDMENTS.
(a) Section 1.1 of the Agreement is hereby amended by deleting
the definition of "Senior Notes due 2007" and replacing it with the following:
"Senior Notes due 2007" means Borrower's Senior Notes due
in 2007 in the original principal amount of up to $180,000,000.
(b) Section 7.3 of the Agreement is hereby amended by adding the
following clause after the words "Section 7.10" contained therein:
", and except for reclassification of its capital stock provided
in the Borrower's certificate of designation regarding the
Preferred Stock"
(c) Section 7.8 of the Agreement is hereby amended by adding the
following after the words "Permitted Note Redemption, ":
"the repayment (including any required prepayment premium)
required to terminate the Interest Rate Protection Agreements, and the
prepayments to The CIT Group/Equipment Financing, Inc. and Deere Credit
Services, Inc. (in the approximate amounts
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of $7,400,000 and $5,800,000 respectively) of certain purchase money financing
respecting 87 buses,"
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to
Foothill that all of Borrower's representations and warranties set forth in the
Agreement are true, complete and accurate in all respects as of the date
hereof, except to the extent that they relate solely to an earlier date in
which case they shall be true, complete and accurate as of such earlier date.
4. CONDITION PRECEDENT. The effectiveness of this Amendment is
expressly conditioned receipt by Foothill of an executed copy of this
Amendment.
5. COSTS AND EXPENSES. Borrower shall pay to Foothill all of
Foothill's out-of-pocket costs and expenses (including, without limitation, the
reasonable fees and expenses of its counsel) arising in connection with the
preparation, execution, and delivery of this Amendment.
6. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, shall remain in full force and
effect.
7. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any number of counterparts and by different parties on separate counterparts,
each of which when so executed and delivered shall be deemed to be an original.
All such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first set forth above.
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ XXXXXX XXXXXXXXX
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Title: Vice President
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GREYHOUND LINES, INC.,
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
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Title: Executive Vice President & CFO
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The undersigned has executed a Security Agreement-Stock Pledge in
favor of Foothill Capital Corporation ("Foothill") collateralizing the
obligations of Greyhound Lines, Inc., ("Greyhound") owing to Foothill. The
undersigned acknowledges the terms of the above Amendment and reaffirms and
agrees that: its Security Agreement-Stock Pledge remains in full force and
effect; nothing in such Security Agreement-Stock Pledge obligates Foothill to
notify the undersigned of any changes in the financial accommodations made
available to Greyhound or to seek reaffirmations of the Security
Agreement-Stock Pledge; and no requirement to so notify the undersigned or to
seek reaffirmations in the future shall be implied by the execution of this
reaffirmation.
T & V HOLDING COMPANY,
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
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Title: Executive Vice President
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