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EXHIBIT 10.25
[EXECUTION COPY]
LIMITED WAIVER NO. 1 TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS LIMITED WAIVER NO. 1, dated as of December 31, 1998 (this
"Limited Waiver"), in reference to the AMENDED AND RESTATED CREDIT AGREEMENT
dated as of June 19, 1998 (amending and restating the Credit Agreement dated as
April 29, 1997) (as amended through the date hereof, the "Credit Agreement"),
among BUDGET GROUP, INC., a Delaware corporation (the "Borrower"), the Lenders
(such capitalized term and all other capitalized terms not otherwise defined
herein shall have the meanings provided for in Article I below) listed on the
signature pages hereto and CREDIT SUISSE FIRST BOSTON, as administrative agent
(in such capacity, the "Administrative Agent") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agents have heretofore
entered into the Credit Agreement;
WHEREAS, the covenant in Section 8.2.7 of the Credit Agreement
prohibits the Borrower and its Subsidiaries from making or committing to make
Capital Expenditures in Fiscal Year 1998 (other than Capital Expenditures for
the acquisition of Vehicles) that exceed, in the aggregate, $86,000,000;
WHEREAS, the Borrower desires to have the Required Lenders, subject to
the conditions and on the terms set forth below, waive compliance by the
Borrower and its Subsidiaries with the covenant contained in Section 8.2.7 of
the Credit Agreement to the extent (and solely to the extent) the Capital
Expenditures made or committed to be made by the Borrower and its Subsidiaries
during Fiscal Year 1998 (other than Capital Expenditures for the acquisition of
Vehicles) do not exceed, in the aggregate, $89,500,000;
NOW, THEREFORE, the parties hereby agree as follows:
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ARTICLE I
DEFINITIONS
Unless otherwise defined or the context otherwise requires, terms for
which meanings are provided in the Credit Agreement shall have such meanings
when used in this Limited Waiver.
ARTICLE II
LIMITED WAIVER
SECTION 2.1. Limited Waiver. Subject to the conditions and on the
terms set forth herein, and in reliance on the representations and warranties
of the Borrower contained herein, the Lenders hereby waive, as of the date
hereof, compliance by the Borrower and its Subsidiaries with the covenant
contained in Section 8.2.7 of the Credit Agreement to the extent (and solely to
the extent) the Capital Expenditures made or committed to be made by the
Borrower and its Subsidiaries during Fiscal Year 1998 (other than Capital
Expenditures for the acquisition of Vehicles) do not exceed, in the aggregate,
$89,500,000.
SECTION 2.2. Limitation of Waiver. Section 2.1 of this Limited
Waiver shall be limited precisely as written and nothing in this Limited Waiver
shall be deemed to:
(a) constitute a waiver of compliance by the Borrower
and its Subsidiaries with respect to any Capital Expenditures made in
any Fiscal Year other than the 1998 Fiscal Year or any other term,
provision or condition of the Credit Agreement or any other instrument
or agreement referred to therein or relating thereto; or
(b) prejudice any right or remedy that the
Administrative Agent or any Lender may now have or may have in the
future under or in connection with the Credit Agreement or any other
instrument or agreement referred to therein or relating thereto.
Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and are in all respects hereby ratified and confirmed.
ARTICLE III
CONDITIONS PRECEDENT
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This Limited Waiver shall become effective, as of the date hereof,
upon satisfaction of each of the conditions precedent set forth in this Article
III.
SECTION 3.1. Execution of Counterparts. The Administrative Agent
shall have received counterparts of this Limited Waiver, duly executed and
delivered on behalf of the Borrower and each of the Required Lenders.
SECTION 3.2. Execution of Affirmation and Consent. The
Administrative Agent shall have received an affirmation and consent in form and
substance satisfactory to it, duly executed and delivered by each Guarantor and
each other Obligor that has granted a Lien pursuant to any Loan Document.
SECTION 3.3. Fees and Expenses. The Administrative Agent shall
have received all fees and expenses due and payable pursuant to Section 5.4 (to
the extent invoiced) and pursuant to the Credit Agreement (including all
previously invoiced fees and expenses).
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1. Representations and Warranties. In order to induce
the Required Lenders and the Administrative Agent to enter into this Limited
Waiver, the Borrower hereby represents and warrants to each Agent, the Issuer
and each Lender, as of the date hereof, as follows:
(a) the representations and warranties set forth in
Article VII of the Credit Agreement (excluding, however, those
contained in Section 7.7 of the Credit Agreement) and in each other
Loan Document are, in each case, true and correct (unless stated to
relate solely to an earlier date, in which case such representations
and warranties are true and correct as of such earlier date);
(b) except as disclosed by the Borrower to the Agents,
the Issuer and the Lenders pursuant to Section 7.7 of the Credit
Agreement
(i) no labor controversy, litigation,
arbitration or governmental investigation or proceeding is
pending or, to the best knowledge of the Borrower, threatened
against the Borrower or any of its Subsidiaries which might
materially adversely affect the Borrower's consolidated
business, operations, assets, revenues, properties or
prospects or which purports to affect the legality, validity
or enforceability of this Limited Waiver, the Credit
Agreement, the Notes or any other Loan Document; and
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(ii) no development has occurred in any labor
controversy, litigation, arbitration or governmental
investigation or proceeding disclosed pursuant to Section 7.7
of the Credit Agreement which might materially adversely
affect the consolidated businesses, operations, assets,
revenues, properties or prospects of the Borrower and its
Subsidiaries;
(c) no Default has occurred and is continuing, and
neither the Borrower nor any of its Subsidiaries nor any other Obligor
is in material violation of any law or governmental regulation or
court order or decree; and
(d) this Limited Wavier has been duly authorized,
executed and delivered by the Borrower and constitutes a legal, valid
and binding obligation of the Borrower, enforceable against it in
accordance with its terms, except to the extent the enforceability
hereof may be limited by (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors
generally and (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law.
SECTION 4.2. Full Disclosure. Except as corrected by written
information delivered to the Administrative Agent and the Lenders reasonably
prior to the date on which this representation is made, all factual information
heretofore or contemporaneously furnished by the Borrower in writing to the
Administrative Agent, the Issuer or any Lender for purposes of or in connection
with this Limited Waiver is true and accurate in every material respect and
such information is not incomplete by omitting to state any material fact
necessary to make such information not misleading.
SECTION 4.3. Compliance with Credit Agreement. As of the
execution and delivery of this Limited Waiver, each Obligor is in compliance
with all the terms and conditions of the Credit Agreement and the other Loan
Documents to be observed or performed by it thereunder, and no Default has
occurred and is continuing.
ARTICLE V
MISCELLANEOUS
SECTION 5.1. Full Force and Effect; Limited Waiver. Except as
expressly waived hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Credit Agreement and the
other Loan Documents shall remain unwaived and shall continue to be, and shall
remain, in full force and effect in accordance with their respective terms.
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SECTION 5.2. Loan Document Pursuant to Credit Agreement. This
Limited Waiver is a Loan Document executed pursuant to the Credit Agreement and
shall be construed, administered and applied in accordance with all of the
terms and provisions of the Credit Agreement. Any breach of any representation
or warranty or covenant or agreement contained in this Limited Waiver shall be
deemed to be an Event of Default for all purposes of the Credit Agreement and
the other Loan Documents.
SECTION 5.3. Headings. The various headings of this Limited
Waiver are inserted for convenience only and shall not affect the meaning or
interpretation of this Limited Waiver or any provisions hereof.
SECTION 5.4. Fees and Expenses. The Borrower shall pay all
reasonable out-of-pocket expenses incurred by the Administrative Agent in
connection with the preparation, negotiation, execution and delivery of this
Limited Waiver and the documents contemplated hereby, including the reasonable
fees and disbursements of Xxxxx, Xxxxx & Xxxxx, as counsel for the
Administrative Agent.
SECTION 5.5. Execution in Counterparts. This Limited Waiver may
be executed by the parties hereto in several counterparts, each of which shall
be deemed to be an original and all of which shall constitute together but one
and the same agreement.
SECTION 5.6. Cross-References. References in this Limited Waiver
to any Article or Section are, unless otherwise specified or otherwise required
by the context, to such Article or Section of this Limited Waiver.
SECTION 5.7. GOVERNING LAW; Entire Agreement. THIS LIMITED WAIVER
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. This Limited Waiver and the other Loan Documents constitute
the entire understanding among the parties hereto with respect to the subject
matter hereof and supersede any prior agreements, written or oral, with respect
thereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Limited Waiver
to be executed by their respective officers or general partners (or their
respective officers) thereunto duly authorized as of the day and year first
above written.
BUDGET GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
CREDIT SUISSE FIRST BOSTON, as a Lender,
as the Issuer and the Administrative
Agent
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Vice President
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Managing Director
NATIONSBANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
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BANK OF HAWAII
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
BANK OF MONTREAL
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Director
THE BANK OF NEW YORK
By: /s/ Xxxx-Xxxx Xxxxxxx
Name: Xxxx-Xxxx Xxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Xxxxx
Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Attorney-in-Fact
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BANK POLSKA KASA OPIEKI S.A. - PEKAO
S.A GROUP, NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
BANK UNITED
By:
Name:
Title:
PARIBAS
By: /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx
Title: Regional General Manager
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
BANQUE WORMS CAPITAL CORPORATION
By:
Name:
Title:
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BHF-BANK AKTIENGESELLSCHAFT
By: /s/
Name:
Title:
By: /s/ Xxx Xxxxxxxxxxx
Name: Xxx Xxxxxxxxxxx
Title: Assistant Vice President
CIBC, INC.
By: /s/
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Vice President
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COMMERZBANK AKTIENGESELLSCHAFT,
CHICAGO BRANCH
By: /s/
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: First Vice President
CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: First Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Senior Vice President
By: /s/ B. Xxxxx Xxxxxxxx
Name: B. Xxxxx Xxxxxxxx
Title: Vice President
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ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By: /s/ Xxxx Xxx
Name: Xxxx Xxx
Title: Assistant Vice President
FLEET BANK, N.A.
By:
Name:
Title:
THE FUJI BANK, LIMITED
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Joint General Manager
GREEN TREE FINANCIAL SERVICING CORP.
By: /s/
Name:
Title:
IMPERIAL BANK
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
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THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By:
Name:
Title:
NATEXIS BANQUE
By: /s/ Xxxxxx X. van Tulder
Name: Xxxxxx X. van Tulder
Title: Vice President and Manager
PNC BANK, N.A.
By:
Name:
Title:
SOUTHERN PACIFIC BANK
By: /s/
Name:
Title:
THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH
By: /s/ Xxxxxx X. Tata
Name: Xxxxxx X. Tata
Title: Senior Vice President
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SUNTRUST BANK CENTRAL FLORIDA, N.A.
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
THE TOYO TRUST & BANKING CO., LTD.
By:
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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