EXHIBIT 10.17
AMENDMENT NO. 1 and CONSENT thereto dated as of February 6,
1998 (this "Amendment") to the AMENDED AND RESTATED MASTER MOTOR
VEHICLE LEASE AGREEMENT dated as of August 7, 1997 (the "Lease"),
by and between RCTR, INC., a Delaware corporation, as lessor (the
"Lessor") and RYDER TRS, INC., a Delaware corporation, as lessee
(the "Lessee").
WHEREAS Lessor and Lessee are parties to the Lease pursuant to which
Lessor leases to Lessee certain Vehicles for use in Lessee's truck rental
operations;
WHEREAS, contemporaneously with the execution and delivery of the
Lease, Lessor entered into that certain loan agreement dated as of August 7,
1997 (as it may be amended or modified from time to time, the "Loan Agreement")
by and between Lessor, as borrower, and FCTR, Inc., a Delaware corporation
("▇▇▇▇▇"), as lender, pursuant to which ▇▇▇▇▇ makes Loans to Lessor for the
purpose of, among other things, purchasing and financing Vehicles;
WHEREAS, contemporaneously with the execution and delivery of the
Lease and the Loan Agreement, ▇▇▇▇▇ entered into that certain liquidity
agreement dated as of August 7, 1997 (as it may be amended or modified from time
to time, the "Liquidity Agreement") with Citibank, N.A., as liquidity agent (the
"Liquidity Agent") for the banks party thereto (the "Liquidity Lenders"),
providing for, among other things, the Liquidity Commitments of the Liquidity
Lenders to make Liquidity Advances on behalf of ▇▇▇▇▇ from time to time;
WHEREAS, contemporaneously with the execution and delivery of the
Lease, the Loan Agreement and the Liquidity Agreement, ▇▇▇▇▇ entered into that
certain depositary agreement dated as of August 7, 1997 (as it may be amended or
modified from time to time, the "Depositary Agreement") with Citibank, N.A., as
depositary (the "Depositary") providing for the issuance of certain promissory
notes (the "Commercial Paper Notes"), assigned a rating of "Prime-1" by ▇▇▇▇▇'▇
Investors Service Inc. ("Moody's") and a rating of "A-1" by Standard & Poor's, a
division of The ▇▇▇▇▇▇-▇▇▇▇ Companies ("S&P"), and sold in the commercial paper
market by Citicorp Securities, Inc. and ▇▇▇▇▇▇ Brothers, Inc. (Citicorp
Securities, Inc. and ▇▇▇▇▇▇ Brothers, Inc., together with any other dealers for
the Commercial Paper Notes engaged by ▇▇▇▇▇ from time to time, the "Dealers");
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WHEREAS, contemporaneously with the execution and delivery of the
Lease, the Loan Agreement, the Liquidity Agreement, the Depositary Agreement and
the issuance and initial sale of the Commercial Paper Notes, ▇▇▇▇▇, Leasco, the
Liquidity Agent, the Liquidity Lenders, the Depositary, the Dealers and Citicorp
USA, Inc., as collateral agent (the "Collateral Agent"), entered into that
certain collateral agreement dated as of August 7, 1997 (as it may be amended or
modified from time to time, the "Collateral Agreement"), for the purpose of
providing for, among other things, the payment or repayment of all amounts at
any time and from time to time owing by ▇▇▇▇▇ to the Liquidity Agent, the
Liquidity Lenders, the Depositary, the Dealers, the Collateral Agent or the
Holders of the Commercial Paper Notes, under or in connection with any of the
Liquidity Agreement, the Depositary Agreement, the Collateral Agreement or the
Commercial Paper Notes;
WHEREAS the Lessor and the Lessee desire to amend Section 12.3(e) of
the Lease as set forth in this Amendment; and
WHEREAS ▇▇▇▇▇ and the Collateral Agent desire to consent to such
amendment, as required by Section 10.12 of the Loan Agreement.
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 Lease, the Loan Agreement, the
Liquidity Agreement, the Depositary Agreement or the Collateral Agreement, as
appropriate.
SECTION 2. Amendment of the Lease. Section 12.3(e) of the Lease is
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hereby amended pursuant to Section 20 of the Lease to extend the operative
deadline from February 9, 1998 to August 10, 1998, such that Section 12.3(e) is
hereby amended and restated to read in its entirety as follows:
"(e) Notwithstanding anything to the contrary contained in this
Section 12.3, during the period from the date hereof until the earlier of
(i) August 10, 1998 and (ii) the date of execution of the Custody
Agreement, the Lessee shall be deemed to be in compliance with this Section
12.3 so long as the Lessor shall continue to use Old Ryder as its agent to
perform
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certain maintenance and administrative functions with respect to the
Certificates of Title in accordance with the business practices and subject
to the controls currently observed under such cooperative agreement."
SECTION 3. Consent. ▇▇▇▇▇ and the Collateral Agent each hereby
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consents to the foregoing amendment, as required by Section 10.12 of the Loan
Agreement.
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 the Amendment. This Amendment shall
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become effective as of the date first above written upon the satisfaction of the
following conditions:
(a) this Amendment shall have been executed by each of the parties
hereto; and
(b) S&P and Moody's shall have confirmed in writing that their
respective ratings on the Commercial Paper Notes will not be lowered or
withdrawn as a result of this Amendment.
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 Lease 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.
RCTR, INC., as Lessor
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Treasurer
RYDER TRS, INC., as Lessee
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FCTR, INC.
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Treasurer
CITICORP USA, INC.,
as Collateral Agent
by /s/ Shapleigh ▇. ▇▇▇▇▇
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Name: Shapleigh ▇. ▇▇▇▇▇
Title: Vice President
