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EXHIBIT 10.29
TRANSACTION GUARANTY
The undersigned BUDGET GROUP, INC., a Delaware corporation, whose
principal place of business is located at 0000 Xxxxxxxxxx Xxxx, Xxxxx, Xxxxxxxx
00000 (the "Undersigned") in order to induce KEYBANK NATIONAL ASSOCIATION, a
national banking association having an office at 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxx 00000 (herein called the "Bank"), to make loans in the total principal
amount of THREE MILLION FIVE HUNDRED TWENTY-FOUR THOUSAND SIX HUNDRED
TWENTY-FOUR AND 48/100 DOLLARS ($3,524,624.48) to the Borrowers, whose names,
addresses and the date are listed on Exhibit A attached hereto and incorporated
herein (herein individually called a "Debtor" and collectively the "Debtors"),
to be evidenced by the Debtors' individual Promissory Notes, each dated as set
forth on Exhibit A, payable to the order of the Bank (herein collectively
called the ("Notes"), and in consideration of other good and valuable
consideration, including without limitation, in consideration of the
Undersigned's desire to retain the Debtors as directors, officers, and/or
employees of the Undersigned or one of its subsidiary companies, the receipt
and sufficiency of which is hereby acknowledged, hereby unconditionally and
absolutely guarantees the punctual and full payment when due, by acceleration
or otherwise, of the unpaid principal and interest on the Notes. The
Undersigned expressly acknowledges that default on any one Note shall be
considered default with respect to each and every Note if the Undersigned shall
fail to pay all principal and interest due on such defaulted Note within ten
(10) days of notice to the Undersigned by the Bank. The Undersigned
acknowledges that this Guaranty shall apply with respect to the total unpaid
principal and interest under all of the Notes.
The Undersigned hereby agrees that:
1. The Notes may be renewed, replaced with new Notes, rearranged
or the maturity thereof extended, from time to time and at any rate of
interest, without notice to, without the consent of and without affecting the
liability of the Undersigned.
2. It shall not be necessary for the Bank to resort to or to
exhaust its remedies against the Debtors or against any other party liable on
the Notes or to resort to or marshal any property held as security therefor or
pertaining thereto before calling upon the Undersigned for payment of the
Notes.
3. Any property now or hereafter held as security for or
pertaining to the Notes may be sold, exchanged, surrendered or otherwise dealt
with by the Bank without notice to and without affecting the liability of the
Undersigned. The Undersigned shall not have any rights or claims against the
Bank by reason of any action the Bank may take or fail to take in connection
with perfecting its security interest in property held as collateral for the
Notes or enforcing its security interest in such property.
4. Default by the Undersigned in the payment of any indebtedness
due hereunder or under any other loan agreements with third-party financial
institutions shall cause this Guaranty to be due.
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5. Until the Notes shall have been paid in full, the
Undersigned:
(a) will maintain standard systems of accounting, established and
administered in accordance with generally accepted accounting principles
("GAAP") consistently followed throughout the periods involved, and will set
aside on its respective books for each fiscal quarter the proper amounts or
accruals for depreciation, obsolescence, amortization, bad debts, current and
deferred taxes, prepaid expenses, and for other purposes as shall be required
by GAAP. The Undersigned will further deliver to the Bank:
(i) As soon as practicable after the end of each fiscal quarter
in each fiscal year, except the last, and in any event within
forty-five (45) days thereafter, a balance sheet of the
Undersigned as of the end of such quarter, and statements of
income, changes in financial position, and shareholders'
equity of the Undersigned for such quarter, certified as
complete and correct by the principal financial officer of
the Undersigned, subject to changes resulting from year-end
adjustments;
(ii) As soon as practical after the end of each fiscal quarter, a
written statement that the Undersigned is in full compliance
with all provisions of any outstanding loan agreements,
including but not limited to the fact that it is not in
default thereunder, certified as complete and correct by the
principal financial officer of the Undersigned;
(iii) As soon as practicable after the end of each fiscal year, and
in any event within one hundred twenty (120) days thereafter,
a balance sheet of the Undersigned as of the end of such year,
and statements of income, changes in financial position, and
shareholders' equity of the Undersigned for such year,
setting forth in each case in comparative form the figures
for the previous fiscal year, all in reasonable detail and
accompanied by an audit report of independent certified
public accountants of recognized standing, selected by the
Undersigned, which report shall be prepared in accordance
with generally accepted auditing standards; and
(iv) With reasonable promptness, such other data and information
as from time to time may be reasonably requested by the Bank.
(b) shall make available for inspection to duly authorized
representatives of the Bank any of the Undersigned's books, records, and
properties when requested so to do, and shall furnish the Bank any such
reasonably requested information regarding its business affairs and financial
condition within a reasonable time after written request therefor.
(c) will cause to be done all things necessary to preserve and
keep in full force and effect its existence and rights, to conduct its business
in a prudent manner, to maintain in full force and effect, and renew from time
to time, its franchises, permits, licenses, patents, and trademarks that are
necessary to operate its respective businesses. The Undersigned will comply in
all material
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respects with all valid laws and regulations now in effect or hereafter
promulgated by any properly constituted governmental authority having
jurisdiction; provided, however, the Undersigned shall not be required to
comply with any law or regulation which it is contesting in good faith by
appropriate proceedings as long as either the effect of such law or regulation
is stayed pending the resolution of such proceedings or the effect of not
complying with such law or regulation is not to jeopardize any franchise,
license, permit patent, or trademark necessary to conduct its business.
(d) will promptly notify the Bank in writing of (i) any future
event which, if it had existed on the date of this Agreement, would have
required qualification of the representations and warranties set forth in this
Section 5 and (ii) any material adverse change in the condition, business, or
prospects, financial or otherwise, of the Undersigned.
6. All settlements, compromises, compositions, accounts stated
and agreed balances with regard to the Notes made in good faith between the
Bank and the Debtors shall be binding upon the Undersigned.
7. The Bank, without notice to, without the consent of and
without affecting the liability of the Undersigned, may modify, waive,
supplement or otherwise change any of the terms, conditions, provisions or
restrictions contained in the Notes or in any agreement or other instrument
evidencing, securing or pertaining to the Notes.
8. This Guaranty is unconditional and absolute and the
Undersigned waives notice of the acceptance hereof, waives all notices to which
the Undersigned might otherwise be entitled by law, waives all defenses, legal
or equitable, otherwise available to the Undersigned and waives presentment,
demand for payment, notice of dishonor, protest and notice of protest and
non-payment and, except as otherwise provided herein, all other demands and
notices in connection with delivery, acceptance, performance, default or
enforcement relative to the Notes. Any request, demand, or notice by or on
behalf of the Bank, when delivered or deposited for delivery, postage prepaid,
by certified United States mail to the Undersigned at the Undersigned's address
set forth above shall constitute, but shall not preclude other means of, an
effective request, demand, or notice. Any request, demand, or notice by or on
behalf of the Undersigned must be in writing and shall not be effective until
delivered to the Bank at the Bank's address set forth above. If any term or
provision of this Guaranty shall be held to be invalid, illegal or
unenforceable, the remaining provisions hereof shall remain in full force and
effect.
9. The payment obligations of the Undersigned under this Guaranty
shall be absolute, unconditional and irrevocable and shall be satisfied strictly
in accordance with the terms of this Guaranty, under all circumstances
whatsoever, including, without limitation, the existence of any claim, setoff,
defense or right which the Undersigned or the Debtors, or any one of them, may
have at any time against the Bank or any other person or entity, whether in
connection with this Guaranty, the Notes or the transactions contemplated hereby
or any unrelated transaction.
10. The Notes shall continue to be effective, or be reinstated,
if any amount paid by or
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on behalf of the Debtors to the Bank with regard to such Notes is rescinded,
restored, or returned in connection with the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Debtor, or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Debtors or any part of their respective property, or
otherwise, all as though such payment had not been made.
11. Until all principal and interest due under the Notes shall
have been paid to the Bank, the Undersigned hereby waives all rights it may
have at law or in equity, including, without limitation, rights under any law
subrogating the Undersigned to the rights of the Bank, including, without
limitation, rights under any law subrogating the Undersigned to the rights of
the Bank, to seek contribution, indemnification, or any other form of
reimbursement from any Debtor, any other guarantor or any other person or
entity now or hereafter primarily or secondarily liable for any obligations of
Debtors to the Bank, for any payment or disbursement made by the Undersigned
under or in connection with this Guaranty or otherwise.
12. The Undersigned agrees to promptly reimburse the Bank for all
costs and expenses, including attorneys' fees, incurred by the Bank in
connection with any collection proceedings as a result of nonpayment of the
Notes, as and when due and payable. The Undersigned further agrees that an
aggregate fee of Ten Thousand Dollars ($10,000.00) shall be paid by the
Undersigned upon execution of the Notes and this Guaranty.
13. This Guaranty shall be construed in accordance with the laws
of the State of Ohio and shall inure to the benefit of the Bank, its successors
and assigns, and to any other holder who derives title to or an interest in
this Guaranty or the Notes.
14. In the event any Debtor ceases to be a director, officer or
employee of the Undersigned or one of its subsidiary companies ("Departing
Debtor"), then the Undersigned shall give written notice of such fact to the
Bank. In addition, the Undersigned shall give written notice to such Departing
Debtor that such Departing Debtor shall have 30 days within which to pay the
principal and interest owed under such Departing Debtor's Promissory Note. Upon
payment in full of such Departing Debtor's Promissory Note, that portion of the
guaranteed debt represented by such Departing Debtor's Promissory Note shall be
released from this Guaranty. Such release shall not affect the liability of the
Undersigned with respect to the remaining Notes under the provisions of this
Guaranty.
The Undersigned, to the extent permitted by law, waives any right to
have a jury participate in resolving any dispute, whether sounding in contract,
tort, or otherwise, between the Bank and the Undersigned arising out of, in
connection with, related to, or incidental to the relationship established
between the Undersigned and the Bank in connection with this Guaranty or any
other agreement, instrument or document executed or delivered in connection
therewith or the transactions related thereto.
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This Guaranty shall be binding upon the successors and assigns of the
Undersigned. Executed at Lisle, Illinois, on the 15th day of December, 1998.
BUDGET GROUP, INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Its: Executive Vice President
STATE OF ILLINOIS )
)SS:
COUNTY OF DU PAGE )
BE IT REMEMBERED, that on this 15th day of December, 1998, before me,
a Notary Public in and for said State, personally came Xxxxxx X. Xxxxxx, the
Executive Vice President of BUDGET GROUP, INC., and acknowledged that he signed
the foregoing instrument on behalf of said corporation and that the signing
thereof is the voluntary act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunder subscribed my name and affixed
my notarial seal, on the day and year last aforesaid.
/s/ Xxxxx X. Copper
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NOTARY PUBLIC
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EXHIBIT A
DATE NOTE
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NAME STREET ADDRESS CITY, STATE, ZIP LOAN EXECUTED
---- -------------- ---------------- ----- ---------
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XXXXXX XXXXXX 00000 Xxxxxxx Xxxx Xxxxx Xxxxxx Xxxx, XX 00000 249,968.69 12/15/98
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XXXXXXX XXXXXX 0000 Xxxxxxxxx Xxxx Xx. Xxxxxxx, XX 00000 199,972.34 12/15/98
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XXXXXXX XXXXXXX 0000 Xxxxxxx Xxxx Xxxxxxxxxxxx, XX 00000 499,937.34 1/7/99
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XXXXX XXXXXXX 000 Xxxxxx Xxxx Xxxxxx, XX 00000 124,990.83 12/19/98
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XXXXXXX XXXXXXXXXXX 0000 Xxxxxxx Xxxx Xxxxxxxxx, XX 00000 249,968.67 1/4/99
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R. XXXXXXX XXXXXXX 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxx, XX 00000 124,990.83 12/17/98
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XXXXXXX XXXXXX 0000 Xxxxxxx Xxxx #0 Xxxxxxxxxxxx, XX 00000 124,990.83 12/15/98
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XXXXXXX XXXXXX 00 Xxxxx Xxxxxx Xxxx Xxxxx Xxxx, XX 00000 124,990.83 12/19/98
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XXX XXXXXX 0000 X. Xxxxx Xxxxxx #0X Xxxxxxx, XX 00000 124,990.83 12/29/98
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XXXXXXX XXXXXX 00 Xxxxxxxxxx Xxxx Xxxxxx Xxxxx, XX 00000 499,937.34 12/14/98
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XXXX XXXXXXX 00000 Xxxx Xxxx Xxxxx Xxxxxx, XX 00000 124,990.83 12/19/98
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XXXXX XXXX 000 Xxxxxxx Xxxxxx Xxxxxxx, XX 00000 124,990.83 12/15/98
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XXXXXXX XXXXXXX 0000 X. Xxxxx Xxxxxx Xxxxxxxx Xxxxxx, XX 00000 124,990.83 12/23/98
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XXXXXX XXXXXXX, XX. 00000 X. Xxxx Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 124,990.83 12/24/98
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XXXX XXXXX 0000 Xxxxxxx Xxxxx #0000 Xxxxxxxxxx, XX 00000 124,990.83 12/23/98
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XXXXX XXXXX 000 Xxxx 0xx Xxxxxx Xxxxxxxx, XX 00000 199,972.34 12/21/98
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XXXX-XXXXXX XXXXXXX Xxxxxxxxx, Xxxxxxxx Xxxxx Xxxxxxxxxxxxxxx XX XX00XX 249,968.67 12/14/98
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XXXXXX XXXXXX 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 124,990.83 12/18/98
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