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Exhibit 10.2
FIRST AMENDMENT
FIRST AMENDMENT, dated as of August 29, 2000 (this
"AMENDMENT"), to the Amended and Restated Credit Agreement, dated as of June 30,
2000 (such Credit Agreement, as amended, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT"), among ANC RENTAL CORPORATION, a Delaware
corporation (the "BORROWER"), XXXXXX BROTHERS INC., as advisor, lead arranger
and book manager, XXXXXX COMMERCIAL PAPER INC., as syndication agent and as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
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WHEREAS, the Borrower has requested that the Lenders amend
certain provisions of the Credit Agreement;
WHEREAS, the Lenders have agreed to amend the Credit
Agreement, but only upon the terms and subject to the conditions set forth
below;
NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration the receipt of
which is hereby acknowledged, the Borrower, the Lenders and the Agents hereby
agree as follows:
1. DEFINITIONS. All terms defined in the Credit Agreement
shall have such defined meanings when used herein unless otherwise defined
herein.
2. AMENDMENT OF SECTION 6.2 (LIMITATION ON INDEBTEDNESS).
Section 6.2(f) of the Credit Agreement is hereby amended by replacing the
reference to "Section 6.2(b)(iii)" therein with a reference to "Section
6.2(b)(iv)".
3. AMENDMENT OF SECTION 6.3 (LIMITATION ON LIENS). Section 6.3
is hereby amended by (a) deleting the word "and" at the end of paragraph (n)
thereof, (b) deleting the period at the end of paragraph (o) thereof and
substituting therefor "; and" and (c) adding at the end of such Section the
following new paragraph (p) to read in its entirety as follows:
"(p) Liens in connection with the incurrence of
Vehicle Debt consisting of floating charges on the personal
property of Foreign Subsidiaries; PROVIDED that such Liens
secure, in the aggregate, no more than the equivalent of one
hundred (100) Dollars, in the aggregate.".
4. AMENDMENT OF SECTION 6.8 (LIMITATION ON INVESTMENTS).
Section 6.8 of the Credit Agreement is hereby amended by:
(a) adding immediately after "permitted by this Section" in
paragraph (o) thereof the parenthetical "(other than as provided in paragraph
(p) below)"; and
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(b) (i) deleting the word "and" at the end of paragraph (n)
thereof, (ii) deleting the period at the end of paragraph (o) thereof and
substituting therefor a semicolon and (iii) adding at the end of such Section
the following new paragraphs (p) and (q) to read in their entirety as follows:
"(p) Investments in respect of (i) the Guaranty,
dated as of September 24, 1999, by National Car Rental System,
Inc. in favor of Toyota Finance Australia Limited, (ii) the
Guaranty, dated as of September 23, 1999, by National Car
Rental System, Inc. in favor Milex Australia Pty Ltd,
Australia and (iii) the Guaranty dated as of October 7, 1999,
by National Car Rental System, Inc. in favor of General Motors
Acceptance Corporation, Australia, which, in each case, shall
reduce the $10,000,000 limitation contained in paragraph (o)
above until such time as such Guaranty is terminated and of no
further force and effect PROVIDED that such Investments shall
no longer reduce the $10,000,000 limitation in paragraph (o)
above if (x) at the time of the termination of such Guaranty
no payments are made thereunder that remain unreimbursed by
CLA Trading Pty Ltd or Montedeen Pty Ltd and (y) such
termination occurs prior to December 31, 2000; and
(q) guarantees by the Borrower or its Subsidiaries of
the obligations of the Subsidiaries of the Borrower in respect
of operating leases of Vehicles and equipment in the ordinary
course of business.".
5. AMENDMENT OF SECTION 6.9 (LIMITATION ON OPTIONAL PAYMENTS
AND MODIFICATIONS OF DEBT INSTRUMENTS, ETC.). Section 6.9(a) of the Credit
Agreement is hereby amended by:
(a) deleting the word "and" at the end of clause (i) thereof
and substituting therefor a semicolon; and
(b) adding immediately after "than the terms contained
thereunder" at the end of clause (ii) thereof the following:
"; and (iii) prepayments of the Interim Loan Facility from
time to time, so long as, (A) on the date of and after giving effect to
each such prepayment, no Default or Event of Default shall have
occurred, (B) on the date of and after giving effect to each such
prepayment, the lesser of (x) the Borrowing Base and (y) the Total
Borrowing Base Commitments shall exceed the Total Borrowing Base
Extensions of Credit by a minimum of $10,000,000, (C) the Borrower
shall have given 10 days' prior written notice to the Administrative
Agent of each such prepayment and (D) no proceeds of the Loans shall be
used to make any such prepayment.".
6. AMENDMENT OF SECTION 6.18 (FURTHER ASSURANCES). Section
6.18(b) of the Credit Agreement is hereby amended by deleting the reference to
"60 days" therein and substituting therefor a reference to "90 days".
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7. AMENDMENT OF SCHEDULE 3.19(a)-3 (UCC FINANCING STATEMENTS
TO BE TERMINATED). Schedule 3.19(a)-3 of the Credit Agreement is hereby amended
and restated in its entirety by substituting therefor a new Schedule 3.19(a)-3
attached hereto as Exhibit B.
8. REPRESENTATIONS; NO DEFAULT. On and as of the date hereof,
and after giving effect to this Amendment, (a) the Borrower certifies that no
Default or Event of Default has occurred or is continuing, and (b) the Borrower
confirms, reaffirms and restates that the representations and warranties set
forth in Section 3 of the Credit Agreement and in the other Loan Documents are
true and correct in all material respects, PROVIDED that the references to the
Credit Agreement therein shall be deemed to be references to this Amendment and
to the Credit Agreement as amended by this Amendment.
9. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on and as of the date that:
(a) the Administrative Agent shall have received counterparts
of this Amendment, duly executed and delivered by a duly authorized
officer of the Borrower;
(b) the Administrative Agent shall have received executed
Lender Consent Letters, substantially in the form of Exhibit A hereto,
from Lenders whose consent is required pursuant to Section 9.1 of the
Credit Agreement;
(c) the Administrative Agent shall have received an executed
Acknowledgment and Consent, in the form set forth at the end of this
Amendment, from each Loan Party other than the Borrower; and
(d) the Administrative Agent shall have received an executed
certificate of an officer of the Borrower in form satisfactory to the
Administrative Agent as to (i) the accuracy of the representations and
warranties set forth in Section 3 of the Credit Agreement and in the
other Loan Documents, (ii) the absence of any Default or Event of
Default after giving effect to this Amendment, and (iii) such other
customary matters as the Administrative Agent may reasonably request.
10. LIMITED CONSENT AND AMENDMENT. Except as expressly amended
herein, the Credit Agreement shall continue to be, and shall remain, in full
force and effect. This Amendment shall not be deemed to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
the Credit Agreement or any other Loan Document or to prejudice any other right
or rights which the Lenders may now have or may have in the future under or in
connection with the Credit Agreement or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.
Notwithstanding anything in this paragraph 10 to the contrary, the parties
hereto acknowledge that the Borrower intends to prepay the Interim Loan Facility
in a principal amount of up to $50,000,000 on or before September 30, 2000, and
each party hereto waives compliance with the written notice requirement
contained in Section 6.9(a) with respect to such prepayment.
11. COUNTERPARTS. This Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts (which may
include counterparts delivered
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by facsimile transmission) and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.
ANC RENTAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
XXXXXX COMMERCIAL PAPER INC.,
as Administrative Agent and Syndication Agent
By: /s/ G. Xxxxxx Xxxxx
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Name: G. Xxxxxx Xxxxx
Title: Authorized Signatory
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned parties to the Guarantee and
Collateral Agreement, dated as of June 30, 2000 and as amended, supplemented or
otherwise modified from time to time, made by the undersigned in favor of Xxxxxx
Commercial Paper Inc., as Administrative Agent, for the benefit of the Secured
Parties, hereby (a) consents to the transactions contemplated by the foregoing
Amendment to the Credit Agreement and (b) acknowledges and agrees that the
guarantees and grants of security interests contained in the Guarantee and
Collateral Agreement and in the other Security Documents are, and shall remain,
in full force and effect after giving effect to such Amendment and all prior
modifications to the Credit Agreement.
ALAMO RENT-A-CAR (CANADA), INC.
ALAMO RENT-A-CAR, LLC
LIABILITY MANAGEMENT COMPANIES HOLDING, INC.
NATIONAL CAR RENTAL LICENSING, INC.
NATIONAL CAR RENTAL SYSTEM, INC.
REPUBLIC XXX XXXXXX PARTNER, INC.
REPUBLIC INDUSTRIES AUTOMOTIVE RENTAL
GROUP (BELGIUM) INC.
SPIRIT RENT-A-CAR, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
ALAMO RENT-A-CAR MANAGEMENT, LP
By: ARC-GP, Inc., its general partner
ANC COLLECTOR CORPORATION
ANC FINANCIAL, LP
By: ANC Financial GP Corporation, its
general partner
ARC-GP, INC.
ARC-TM, INC.
NCR AFFILIATE SERVICER, INC.
NCRAS MANAGEMENT, LP
By: NCRAS-GP, Inc., its general partner
NCRAS-GP, INC.
SRAC MANAGEMENT, LP
By: SRAC-GP, Inc., its general partner
SRAC-GP, INC.
SRAC-TM, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
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