FIRST AMENDMENT
Exhibit
10.1
FIRST
AMENDMENT
This
First Amendment, dated as of December 23, 2008 (this
“Amendment”), to the Credit Agreement, dated as of April 19, 2006 (the
“Credit Agreement”) among AVIS BUDGET HOLDINGS, LLC (“Holdings”),
AVIS BUDGET CAR RENTAL, LLC (the “Borrower”), the subsidiary borrowers
from time to time parties thereto, the several lenders from time to time
parties
thereto (the “Lenders”), Bank of America, N.A., Calyon New York Branch
and Citicorp USA, Inc. as documentation agents, Wachovia Bank, National
Association as co-documentation agent, Deutsche Bank Securities Inc. as
syndication agent and JPMORGAN CHASE BANK, N.A., as administrative agent
(the
“Administrative Agent”; and together with the other agents named therein,
the “Agents”).
W
I T N
E S S E T H:
WHEREAS, Holdings, the
Borrower, the Lenders and the Agents are parties to the Credit Agreement;
WHEREAS, the Borrower
has
requested that the Lenders amend certain terms in the Credit Agreement in
the
manner provided for herein; and
WHEREAS, the Administrative
Agent and the Lenders are willing to agree to the requested amendments subject
to the provisions of this Amendment;
NOW, THEREFORE, in consideration of the
premises contained herein, the parties hereto agree as follows:
1.
Defined Terms. Unless otherwise defined herein, capitalized terms
are used herein as defined in the Credit Agreement.
2.
Amendments to Section 1.1 (Defined Terms). Section 1.1 of the
Credit Agreement is hereby amended as follows:
(a)
by deleting the definition of “ABR” in its entirety and inserting in lieu
thereof the following new definition:
“ABR”: for any day, a rate
per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to
the
greatest of (a) the Prime Rate in effect on such day, (b)(i) the Federal
Funds
Effective Rate in effect on such day plus (ii) ½ of 1% and (c)(i) the
Eurocurrency Rate for a one month interest period in effect on such day (or
if
such day is not a Business Day, the immediately preceding Business Day)
plus (ii) 1%. For purposes hereof: (1) “Prime Rate”
shall mean the rate of interest per annum publicly announced
from time to time
by JPMorgan Chase Bank as its prime rate in effect at its principal office
in
New York City (the Prime Rate not being intended to be the lowest rate of
interest charged by JPMorgan Chase Bank in connection with extensions of
credit
to debtors) and (2) the Eurocurrency Rate for any day shall be based on the
rate
for deposits in Dollars appearing on the Reuters BBA Libor Rates Page 3750
(or
on any successor or substitute page of such page) at approximately 11:00
a.m.
London time on such day. Any change in the ABR due to a change in the
Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate shall
be
effective as of the opening of business on the effective day of such change
in
the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate,
respectively.
(b)
by deleting the definition of “AESOP Financing Program” in its entirety and
inserting in lieu thereof the following new definition:
“AESOP Financing
Program”: the transactions contemplated by the AESOP Base Indenture,
as it may be from time to time further amended, supplemented or modified,
and
the instruments and agreements referenced therein and otherwise executed
in
connection therewith, and any successor program.
(c)
by deleting the definition of “Applicable Margin” in its entirety and inserting
in lieu thereof the following new definition:
“Applicable
Margin”: (a) with respect to Term Loans, (i) 2.75% in the case of ABR Loans
and (ii) 3.75% in the case of Eurocurrency Loans and (b) with respect to
Revolving Loans and Swingline Loans, (i) 3.00% in the case of ABR Loans and
(ii)
4.00% in the case of Eurocurrency Loans.
(d)
by deleting “25,000,000” in the definition of “Asset Sale” and inserting in lieu
thereof “10,000,000”;
(e)
by deleting the text from the definition of “Commitment Fee Rate” in its
entirety and inserting in lieu thereof “0.50%”;
(f)
by amending the definition of “Consolidated EBITDA” as follows:
(i) by
deleting “and” following subclause (e), deleting subclause (f) thereof in its
entirety and inserting in lieu thereof the following new subclauses (f),
(g) and
(h):
“,
(f)(i) separation, integration, restructuring and severance cash items and
(ii)
other extraordinary, unusual or non-recurring cash items, in the case of
each of
(i) and (ii) in an aggregate amount not to exceed $50,000,000 for any period
plus, in the case of any period including the fiscal quarter ended (A)
March 31, 2008, $483,000, (B) June 30, 2008, $786,000 and (C) September 30,
2008, $11,097,000, (g) other unusual or non-recurring non-cash expenses or
losses, including fees, expenses and charges associated with the transactions
contemplated by the Separation Agreement, and (h) unrealized losses from
interest rate, foreign exchange and gasoline Swap Agreements, in the case
of
each of (a)-(h) above, to the extent such items are reflected as a charge
in the
calculation of Consolidated Net Income for such period,” and
(ii) by
deleting subclauses (i) and (ii) thereof in their entirety and inserting
in lieu
thereof the following new subclauses (i) and (ii):
“(i)(A)
any non-recurring gains (losses) on business unit dispositions outside the
ordinary course of business and (B) any unusual or non-recurring non-cash
income, in the case of each of (A) and (B) above, to the extent such items
are
reflected as income (losses) in the calculation of Consolidated Net Income
for
such period and (ii) any cash payments made during such period in respect
of
items described in clause (g) and (h) above subsequent to the fiscal quarter
in
which the relevant non-cash expenses or non-cash or unrealized losses were
reflected as a charge in the calculation of Consolidated Net Income, all
as
determined on a consolidated basis in accordance with GAAP.”
(g)
by deleting the text in subclause (iv) of “Consolidated Net Income” thereof in
its entirety and inserting in lieu thereof the following:
“(iv) any
extraordinary or unusual pretax non-cash losses.”
(h)
by deleting the definition of “Guarantee and Collateral Agreement” and inserting
in lieu thereof the following new definition:
“Guarantee
and
Collateral Agreement”: the Amended and Restated Guarantee and
Collateral Agreement, dated as of the First Amendment Effective Date, as
amended, modified or supplemented from time to time.
(i)
by deleting “25,000,000” in the definition of “Recovery Event” and inserting in
lieu thereof “10,000,000”;
(j)
by deleting the definition of “Reinvestment Event” in its entirety and inserting
in lieu thereof the following new definition:
“Reinvestment Event”: any
(a) Asset Sale that yields gross proceeds to any Loan Party (valued at the
initial principal amount thereof in the case of non-cash proceeds consisting
of
notes or other debt securities and valued at fair market value in the case
of
other non-cash proceeds) in excess of $10,000,000, but less than $25,000,000,
or
(b) Recovery Event resulting in a settlement or payment in a principal amount
in
excess of $10,000,000, but less than $25,000,000, in each case in respect
of
which the Borrower has delivered a Reinvestment Notice.
(k)
by inserting “the Mortgages” after “Guarantee and Collateral Agreement,” in the
definition of “Security Documents”;
(l)
by adding the following new definitions in the appropriate alphabetical
order:
“AESOP
Base Indenture”: the Second Amended and Restated Base Indenture, dated
as of June 3, 2004, between the AESOP Issuer and the AESOP Trustee, as amended,
modified or supplemented from time to time.
“AESOP
Issuer”: Avis Budget Rental Car Funding (AESOP) LLC.
“AESOP
(Permanent) Variable Funding Facility”: The Amended and Restated
Series 2002-2 Supplement, dated as of November 22, 2002, among the AESOP
Issuer,
the Borrower, as administrator, JPMorgan Chase Bank, N.A., as administrative
agent, the several commercial paper conduits and other financial institutions
party thereto, and the AESOP Trustee, as amended, modified or supplemented
from
time to time.
“AESOP (Seasonal) Variable Funding
Facility”: The Series 2008-1 Supplement, dated as of February 15,
2008, among the AESOP Issuer, the Borrower, as administrator, JPMorgan Chase
Bank, N.A., as administrative agent, the several commercial paper conduits
and
other financial institutions party thereto, and the Trustee, as amended,
modified or supplemented from time to time.
“AESOP
Trustee”: The Bank of New York Mellon Trust Company, N.A., in its
capacity as Trustee under the AESOP Base Indenture.
“AESOP Variable Funding
Facilities”: the AESOP (Permanent) Variable Funding Facility and the
AESOP (Seasonal) Variable Funding Facility.
“Fleet Financing Forecast”:
the Borrower’s annual forecast of financing
needs for its domestic rental car
rental fleet (including detailed sources and uses), substantially in the
form
set forth in Section 1 of Annex A.
“First Amendment Effective
Date”: December 23, 2008.
“Mortgaged Properties”: the
real properties listed on Schedule 1.1F, as to which the Administrative Agent
for the benefit of the Lenders shall be granted a Lien pursuant to the
Mortgages.
“Mortgages”: each of the
mortgages and deeds of trust made by any Loan Party in favor of, or for the
benefit of, the Administrative Agent for the benefit of the Lenders,
substantially in the form of Exhibit H (with such changes thereto as the
Administrative Agent may approve or as shall be advisable under the law of
the
jurisdiction in which such mortgage or deed of trust is to be recorded).
“Revolving Loan Sublimit”:
$275,000,000.
(m)
by deleting the following definitions in their entirety: “Consolidated
Interest Coverage Ratio”, “Consolidated Interest Expense”, “Permitted
Acquisition” and “Pricing Grid”.
3.
Amendment to Section 2.4 (Revolving Commitment). Section 2.4 of the Credit
Agreement is hereby amended by inserting “(x) does not exceed the amount of such
Lender’s Revolving Percentage of the Revolving Loan Sublimit and (y)” after “at
any time outstanding which,”.
4.
Amendment to Section 2.6 (Swingline Commitment). Section 2.6 of the Credit
Agreement is hereby amended by inserting “(x) the aggregate principal amount of
Swingline Loans and Revolving Loans then outstanding would exceed the Revolving
Loan Sublimit or (y)” after “after giving effect to the making of such Swingline
Loan,”.
5.
Amendments to Section 2.11 (Mandatory Prepayments). Section 2.11 of the
Credit Agreement is hereby amended as follows:
(a)
by deleting “75%” in clauses (a) and (b) thereof and inserting in lieu thereof
“100%”; and
(b)
by deleting clause (d) thereof in its entirety.
6.
Amendment to Section 4.17 (Security Documents). Section 4.17 of the Credit
Agreement is hereby amended by redesignating the text of existing Section
4.17
clause (a) thereof and inserting the following new clause (b):
“(b)
When executed, each of the Mortgages will be effective to create in favor
of the
Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable Lien on the Mortgaged Properties described therein and proceeds
thereof, and when the Mortgages are accepted for recording in the applicable
recording offices, each such Mortgage shall constitute a fully perfected
Lien
on, and security interest in, all right, title and interest of the Loan Parties
in the Mortgaged Properties and the proceeds thereof, as security for the
Obligations (as defined in the relevant Mortgage), in each case prior and
superior in right to any other Person (except for any Permitted Lien other
than
Liens securing Indebtedness). Schedule 1.1F lists, as of the First
Amendment Effective Date, each parcel of owned real property and each leasehold
interest in real property located in the United States and held by the Borrower
or any of its Subsidiaries that has a value, in the reasonable opinion of
the
Borrower, in excess of $400,000.”
7.
Amendment to Section 5.2 (Conditions to Each Extension
of
Credit). Section 5.2 of the Credit Agreement is hereby amended as
follows:
(a) by
relettering existing clause (c) as new clause (d);
(b)
by inserting the following new clause (c):
“(c)
No Excess Proceeds. The amount of any extension of credit, after giving
effect to the application of proceeds thereof, shall not exceed the reasonable
working capital needs of the Borrower and its Subsidiaries by a material
amount.”; and
(c)
by inserting the following at the end of Section 5.2:
“In addition, so long
as
there are any borrowings outstanding under the AESOP Variable Funding
Facilities, each Application for issuance of a Letter of Credit on
behalf of the Borrower or any Subsidiary Borrower, the beneficiary of which
is
Avis Budget Rental Car Funding (AESOP) LLC, hereunder shall constitute a
representation and warranty by the Borrower, or such Subsidiary Borrower,
as
applicable, as of the date of such Application that the aggregate
balance of cash and Cash Equivalents (in each case that are not restricted)
on
the balance sheets of AESOP Leasing LP or Avis Budget Rental Car Funding
(AESOP)
LLC did not exceed $50,000,000 (excluding any cash or Cash Equivalents pledged
as collateral for any AESOP Indebtedness) for all of the seven consecutive
Business Days preceding the date of such Application.”
8.
Amendments to Section 6.2 (Certificates; Other Information). Section 6.2
of the Credit Agreement is hereby amended as follows:
(a)
by inserting “(which shall include the Fleet Financing Forecast for such fiscal
year)” after “for the following fiscal year” in clause (c) thereof;
(b)
by deleting “and” following clause (c);
(c)
by relettering existing clause (d) as new clause (f); and
(d)
by inserting the following new clauses (d) and (e):
“(d)
as soon as available, but in any event not later than five Business Days
after
the end of each calendar month, (i) a weekly forecast of the Borrower’s cash
position and cash-flows for the following 13-week period, (ii) a financial
report setting forth in comparative detail the Borrower’s weekly cash position
for such calendar month against the forecast delivered pursuant to subclause
(i)
above for such calendar month, in each case, substantially in the form set
forth
in Section 2 of Annex A, it being understood that (1) the financial forecasts
provided pursuant to this Section 6.2(d) will be subject to quarterly and
year-end adjustments and (2) any such financial forecast as it relates to
future
events is not to be viewed as fact and that actual results during the period
or
periods covered by such financial forecast may differ from such information
by a
material amount;
(e)
as
soon as available, but in any event not later than ten Business Days after
the
end of each calendar month, a financial report setting forth in comparative
detail the Borrower’s financial performance and liquidity for such calendar
month (including rental car financing activity) against the projected
performance and liquidity for such calendar month contained in the consolidated
budget for the fiscal year (including the Fleet Financing Forecast, it being
understood that the financial performance information provided pursuant to
this
Section 6.2(e) will be subject to quarterly and year-end adjustments),
substantially in the form set forth in Section 2 of Annex A; and”
9.
Amendments to Section 6.9 (Additional Collateral, etc.). Section 6.9 of
the Credit Agreement is hereby amended by inserting the following new clause
(d):
“(d)
With respect to any fee interest or leasehold interest in any real property
having a value (together with improvements thereof) of at least $400,000
acquired after the Closing Date by any Group Member (other than (x) any such
real property subject to a Lien expressly permitted by Section 7.3(h) and
(y)
real property acquired by any Excluded Subsidiary or Foreign Subsidiary),
promptly (i) execute and deliver a first priority Mortgage, in favor of the
Administrative Agent, for the benefit of the Lenders, covering such real
property; provided that the obligation to deliver a Mortgage covering any
leasehold property shall be limited to the use by the applicable Group Member
of
its commercially reasonable efforts to obtain any necessary landlord consents
or
waivers and (ii) in the case of any real property with a value of $5,000,000
or
more, if requested by the Administrative Agent (x) provide the Lenders with
title and extended coverage insurance covering such real property in an amount
at least equal to the purchase price of such real property (or such other
amount
as shall be reasonably specified by the Administrative Agent) and (y) deliver
to
the Administrative Agent legal opinions relating to the matters described
above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.”
10.
New Section 6.10 (Post-First Amendment Actions). Section 6 of the Credit
Agreement is hereby amended by inserting the following new Section 6.10:
“6.10
Post-First Amendment
Actions. Within the time period described on Schedule
6.10 with respect to each action listed on such Schedule, or such later date
as
the Administrative Agent shall agree in its discretion from time to time,
the
actions listed on Schedule 6.10 shall be completed.”
11.
Amendments to Section 7.1 (Financial Condition Covenants). Section 7.1 of
the Credit Agreement is hereby amended by deleting it in its entirety and
inserting in lieu thereof the following new Section 7.1:
“7.1
Financial Condition Covenants.
(a)
Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio
as at the last day of any period of four consecutive fiscal quarters of the
Borrower ending with any fiscal quarter set forth below (commencing with
the
fiscal quarter ending June 30, 2010) to exceed the ratio set forth below
opposite such fiscal quarter:
|
Fiscal
Quarter
|
Consolidated
Leverage Ratio |
|
June
30, 2010
|
5.25 to 1.00 |
|
June
30, 2011 and thereafter
|
4.75 to 1.00 |
(b)
Consolidated
EBITDA. Permit Consolidated EBITDA as at the last day
of any period of four consecutive fiscal quarters of the Borrower ending
with
any fiscal quarter set forth below (commencing with the fiscal quarter ending
December 31, 2008), to be less than the amount set forth below opposite such
fiscal quarter:
|
Fiscal
Quarter
|
Consolidated
EBITDA
|
|
December
31, 2008
|
$160,000,000
|
|
March
31, 2009
|
$135,000,000
|
|
June
30, 2009
|
$95,000,000
|
|
September
30, 2009
|
$80,000,000
|
|
December
31, 2009
|
$155,000,000
|
|
March
31, 2010
|
$175,000,000
|
”
12.
Amendments to Section 7.2 (Indebtedness). Section 7.2 of the Credit
Agreement is hereby amended as follows:
(a)
by deleting “$100,000,000” in clause (g) thereof and inserting in lieu thereof
“$40,000,000”;
(b)
by inserting the following proviso at the end of clause (i) thereof:
“;
provided that each guarantor under the Senior Unsecured Notes or any
Permitted Refinancing thereof shall be a guarantor of the Obligations pursuant
to the Guarantee and Collateral Agreement or such other agreement as the
Administrative Agent may approve in its reasonable discretion”;
(c)
by deleting existing clause (l) thereof in its entirety and inserting in
lieu
thereof the following new clause (l):
“(l) Recourse
Vehicle Indebtedness in an aggregate principal amount, together with any
principal amounts permitted under clause (m) of this Section 7.2, not to
exceed
(i) $100,000,000 plus (ii) $200,000,000, in each case at any one time
outstanding; provided that any Indebtedness incurred or issued under
subclause (ii) of this Section 7.2(l) shall be (x) on terms and conditions
reasonably acceptable to the Administrative Agent and (y) accompanied by
a
permanent reduction of the Indebtedness outstanding under the AESOP Variable
Funding Facilities (with any such reduction applied ratably between the AESOP
Variable Funding Facilities) equal to 50% of the amount of Recourse Vehicle
Indebtedness incurred or issued under such subclause (ii);”;
(d)
by deleting existing clause (m) thereof in its entirety and inserting in
lieu
thereto the following new clause (m):
“(m)
Indebtedness incurred in connection with any acquisition by the Borrower
or any
of its Subsidiaries of vehicles directly from a manufacturer pursuant to
such
manufacturer’s repurchase program in an aggregate principal amount, together
with any principal amounts permitted under clause (l) of this Section 7.2,
not
to exceed (i) $100,000,000 plus (ii) $200,000,000, in each case at any
one time outstanding; provided that (x) such Indebtedness is not greater
than the net book value of such vehicles and (y) such vehicles could not
be
financed under the AESOP Financing Program; providedfurther that
any Indebtedness incurred or issued under subclause (ii) of this Section
7.2(m)
shall be (1) on terms and conditions reasonably acceptable to the Administrative
Agent and (2) accompanied by a permanent reduction of the Indebtedness
outstanding under the AESOP Variable Funding Facilities (with any such reduction
applied ratably between the AESOP Variable Funding Facilities) equal to 50%
of
the amount of Indebtedness incurred or issued under such subclause (ii);”;
(e)
by deleting existing clause (q) thereof in its entirety and inserting in
lieu
thereof the following new clause (q):
“(q)
Indebtedness
of any Foreign Subsidiary, Excluded Subsidiary or Securitization
Entity to the Borrower or any Subsidiary Guarantor in an aggregate principal
amount, together with any amounts permitted under clauses (t) and (w) of
this
Section 7.2, not to exceed (i) $50,000,000 at any one time outstanding;”;
(f)
by deleting existing clause (t) thereof in its entirety and inserting in
lieu
thereof the following new clause (t):
“(t)
Indebtedness
of any Foreign Subsidiary in an aggregate principal amount,
together with any amounts permitted under clauses (q) and (w) of this Section
7.2, not to exceed (i) $50,000,000 at any one time outstanding;”; and
(g)
by deleting existing clause (w) thereof in its entirety and inserting in
lieu
thereof the following new clause (w):
“(w)
additional Indebtedness
of the Borrower or any of its Subsidiaries in an
aggregate principal amount, together with any amounts permitted under clauses
(q) and (t) of this Section 7.2, not to exceed (i) $50,000,000 at any one
time
outstanding; and”
13.
Amendment to Section 7.6 (Restricted Payments). Section 7.6 of the
Credit Agreement is hereby amended as follows:
(a)
by deleting “(i)” from clause (d) thereof;
(b)
by deleting “and” after “Tax Sharing Agreement”; and
(c)
by deleting subclause (ii) thereof in its entirety.
14.
Amendments to Section 7.7 (Investments). Section 7.7 of the Credit
Agreement is hereby amended as follows:
(a)
by inserting at the end of clause (d)
thereof “in an aggregate amount not to exceed $500,000 in any fiscal
year”;
(b)
by deleting clause (g) thereof in its
entirety and inserting in lieu thereof the following new clause (g):
“(g) intercompany
Investments by the Borrower or any Subsidiary Guarantor in any Securitization
Entity made in the ordinary course of business or to satisfy the general
financing needs of such Securitization Entity;”;
(c)
by deleting “Foreign Subsidiary, Excluded
Subsidiary or Securitization Entity” and inserting in lieu thereof “Foreign
Subsidiary or Excluded Subsidiary” in clause (h) thereof;
(d)
by deleting the text of clause (l)
thereof in its entirety and inserting “[reserved]” in lieu thereof; and
(e)
by deleting “$200,000,000” in clause (m)
thereof and inserting in lieu thereof “$25,000,000”.
15.
Amendment to Section 7.8 (Optional Payments and Modifications of Certain
Agreements). Section 7.8 of the Credit Agreement is hereby amended by
deleting “(i)”, deleting “or” after “Permitted Refinancing” and deleting
subclause (ii) in its entirety from the proviso to clause (a).
16.
Amendment to Section 8 (Events of Default). Section 8 of the
Credit Agreement is hereby amended by replacing “guarantee” with “guarantees”
and by inserting “and Section 3” after “Section 2” in clause (j) thereof.
17.
New Annex and Schedules to the Credit Agreement. The Credit
Agreement is hereby amended as follows:
(a)
by adding new Annex A (Form of Fleet Financing Forecast; Form of Monthly
Reports) attached hereto as Exhibit 1;
(b)
by adding new Exhibit H (Form of Mortgage) attached hereto as Exhibit 2;
(c)
by adding Schedule 1.1F (Mortgaged Properties) attached hereto as Exhibit
3 B;
and
(d)
by adding Schedule 6.10 (Post-First Amendment Actions) attached hereto as
Exhibit 4.
18.
Reduction of the Revolving Commitments. As of the First Amendment
Effective Date, the aggregate amount of the Revolving Commitments (including
any
Revolving Commitments designated to be made available for Revolving Extensions
of Credit under any New Local Facility) shall be reduced to $1,150,000,000
in
accordance with Section 2.9 of the Credit Agreement (it being understood
than no
further notice, as required under Section 2.9 of the Credit Agreement, shall
be
required to be delivered).
19.
Representations and Warranties. On and as of the date hereof, after
giving effect to this Amendment, the Borrower hereby confirms that the
representations and warranties set forth in Section 4 of the Credit Agreement
are true and correct in all material respects except to the extent that such
representations and warranties expressly relate solely to a specific earlier
date.
20.
Effectiveness of Amendment. This Amendment shall become effective
as upon the receipt by the Administrative Agent of the following:
(a)
counterparts to this Amendment duly executed by Holdings, the Borrower and
the
Required Lenders;
(b)
counterparts to the Amended and Restated Guarantee and Collateral Agreement,
in
form and substance reasonably satisfactory to the Administrative Agent, duly
executed by Holdings, the Borrower and each of the other Loan Parties;
(c)
an amendment fee for the account of each Lender consenting to this Amendment
by
5:00 P.M. (New York City time) on December 30, 2008, in an amount equal to
1.00%
of the sum of each such Lender’s Revolving Commitment and outstanding Term
Loans;
(d)
all amounts required to be repaid as a result of the reduction of the Revolving
Commitments pursuant to Section 15 of this Amendment; and
(e)
all other fees required to be paid, and all expenses for which invoices have
been presented (including the reasonable fees and expenses of legal
counsel).
21.
Continuing Effect; No Other Amendments or Consents. Except as
expressly provided herein, all of the terms and provisions of the Credit
Agreement are and shall remain in full force and effect. The amendments
provided for herein are limited to the specific subsections of the Credit
Agreement specified herein and shall not constitute a consent, waiver or
amendment of, or an indication of the Administrative Agent’s or the Lenders’
willingness to consent to any action requiring consent under any other
provisions of the Credit Agreement or the same subsection for any other date
or
time period.
22.
Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all its reasonable costs and out-of-pocket expenses
incurred in connection with the preparation and delivery of this Amendment,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.
23.
Counterparts. This Amendment may be executed in any number of
counterparts by the parties hereto (including by facsimile and electronic
(e.g.
“.pdf”, or “.tif”) transmission), each of which counterparts when so executed
shall be an original, but all the counterparts shall together constitute
one and
the same instrument.
24.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties have caused
this First Amendment to be duly executed and delivered by their proper and
duly
authorized officers as of the day and year first above written.
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|
|
|
AVIS BUDGET HOLDINGS,
LLC
|
|
|
|
|
By:
|
/s/ Xxxxx X.
Xxxxxxx
|
|
|
|
|
Name:
|
Xxxxx X. Xxxxxxx
|
|
|
|
|
Title:
|
Executive Vice
President and Chief Financial Officer
|
|
|
|
|
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AVIS BUDGET
CAR
RENTAL, LLC
|
|
|
|
|
By:
|
/s/ Xxxxx X.
Xxxxxxx
|
|
|
|
|
Name:
|
Xxxxx X. Xxxxxxx
|
|
|
|
|
Title:
|
Executive Vice
President and Chief Financial Officer
|
|
|
|
|
|
JPMORGAN
CHASE
BANK, N.A., as
Administrative
Agent
and as a Lender
|
|
|
|
|
By:
|
/s/ Xxxxxx X.
Xxxxxx
|
|
|
|
|
Name:
|
Xxxxxx X. Xxxxxx
|
|
|
|
|
Title:
|
Executive
Director
|
|
|
|
|
|
CITICORP USA, INC.
as a Lender
|
|
|
|
|
By:
|
/s/ Xxxxxx X.
Xxxxx
|
|
|
|
|
Name:
|
Xxxxxx X. Xxxxx
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
The Bank of Tokyo-Mitsubishi
UFJ,
Ltd.
as a Lender
|
|
|
|
|
By:
|
/s/ Xxxxxxx
Xxxxxx
|
|
|
|
|
Name:
|
Xxxxxxx Xxxxxx
|
|
|
|
|
Title:
|
Authorized
Signatory
|
|
|
|
|
|
CALYON NEW YORK
BRANCH
as a Lender
|
|
|
|
|
By:
|
/s/ Xxx Xxxxx
|
|
|
|
|
Name:
|
Xxx Xxxxx
|
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
By:
|
/s/ Yuri
Muzichenko
|
|
|
|
|
Name:
|
Yuri Muzichenko
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
BMO CAPITAL MARKETS FINANCING
INC. (fka Xxxxxx Xxxxxxx Financing, Inc.)
as a Lender
|
|
|
|
|
By:
|
/s/ Xxxxx X.
Xxxxxx
|
|
|
|
|
Name:
|
Xxxxx X. Xxxxxx
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
DEUTSCHE BANK AS NEW YORK
BRANCH
as a Lender
|
|
|
|
|
By:
|
/s/ Xxxxxx
Xxxxxxxx
|
|
|
|
|
Name:
|
Xxxxxx Xxxxxxxx
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
By:
|
/s/ Xxxx
Xxxxxxxxx
|
|
|
|
|
Name:
|
Xxxx Xxxxxxxxx
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
Bank of America,
N.A.
as a Lender
|
|
|
|
|
By:
|
/s/ Xxxx XxXxxxxx
|
|
|
|
|
Name:
|
Xxxx XxXxxxxx
|
|
|
|
|
Title:
|
Senior Vice
President
|
|
|
|
|
|
The Bank of Nova
Scotia
as a Lender
|
|
|
|
|
By:
|
/s/ X. X.
Xxxxxxxxx
|
|
|
|
|
Name:
|
X. X. Xxxxxxxxx
|
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
Credit
Suisse,
Cayman Islands Branch
as a Lender
|
|
|
|
|
By:
|
/s/ Xxxxxx Xxxx
|
|
|
|
|
Name:
|
Xxxxxx Xxxx
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
By:
|
/s/ Xxxxxx Xxxxx
|
|
|
|
|
Name:
|
Xxxxxx Xxxxx
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
BARCLAYS
BANK
PLC
as a Lender
|
|
|
|
|
By:
|
/s/ Xxxxxxxx Xxxx
|
|
|
|
|
Name:
|
Xxxxxxxx Xxxx
|
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
WACHOVIA
BANK,
National Association, as Documentation Agent and as a
Lender
|
|
|
|
|
By:
|
/s/ Tray Xxxxx
|
|
|
|
|
Name:
|
Tray Xxxxx
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
THE ROYAL
BANK
OF SCOTLAND PLC
as a Lender
|
|
|
|
|
By:
|
/s/ Xxxx Xxxxxx
|
|
|
|
|
Name:
|
Xxxx Xxxxxx
|
|
|
|
|
Title:
|
Senior Vice
President
|
|
|
|
|
|
MIZUHO
CORPORATE BANK,
as a Lender
|
|
|
|
|
By:
|
/s/ Hidekatsu
Take
|
|
|
|
|
Name:
|
Hidekatsu Take
|
|
|
|
|
Title:
|
Deputy General
Manager
|
|
