EXHIBIT 10.2
FIRST AMENDMENT TO
ASSET AND STOCK PURCHASE AGREEMENT
FIRST AMENDMENT TO ASSET AND STOCK PURCHASE AGREEMENT, dated
as of September 10, 2002 (the "First Amendment"), by and among Budget Group,
Inc., a Delaware corporation ("Seller"), the Subsidiaries of Seller listed on
Schedule 1 (collectively with Seller, "Seller Parties"), Cendant Corporation, a
Delaware corporation ("Parent"), and Cherokee Acquisition Corporation, a
Delaware corporation ("Buyer").
WHEREAS, Parent, Cherokee and Seller Parties have entered into
the Asset and Stock Purchase Agreement, dated as of August 22, 2002 (the
"Purchase Agreement"); and
WHEREAS, Parent, Cherokee and Seller Parties desire to amend
the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, the parties agree as follows:
1. Defined Terms. Capitalized terms used but not defined
in this First Amendment shall have the respective meanings assigned thereto in
the Purchase Agreement.
2. Amendment to the Purchase Agreement.
(a) The definition of the term "Cash Purchase
Price" in Section 1.1 of the Purchase Agreement is hereby amended by replacing
"$107,500,000" with "$110,000,000."
(b) Section 2.5(a)(vi) of the Purchase Agreement
is hereby amended by adding ", or on account of the fees and expenses, including
the fees and expenses of attorneys and professionals, of the Indenture Trustees
of (i) the 9 1/8% Senior Notes Due 2006, (ii) the 6.85% Convertible Subordinated
Notes, Series B, Due 2007 and (iii) the Remarketable Term Income Deferrable
Equity Securities Due 2028" after the words "Additional DIP Asset-Backed
Financing" in the fourteenth line thereof.
(c) Section 8.6(b)(i) of the Purchase Agreement
is hereby amended by adding the following proviso at the end of such Section:
"; provided, further, that if Buyer terminates this Agreement
pursuant to Sections 8.3(a) or 8.3(b) and Buyer's recovery is
not limited to $3,500,000 by virtue of the immediately
preceding proviso (i) or (ii) above, Buyer shall be entitled
to receive (A) 23.34% of the Termination Amount (i.e.,
$3,500,000) within two Business Days of such termination and
(B)
76.66% of the Termination Amount (i.e., $11,500,000) upon the
closing of an Alternative Transaction or (C) if no Alternative
Transaction closes, such additional amount, not to exceed
$11,500,000, as the Bankruptcy Court determines pursuant to a
Final Order compensates Buyer and Parent for their reasonable
pre-Petition and post-Petition costs, fees and expenses
(including pre-Petition and post-Petition attorneys',
accountants' and financial advisors' fees and expenses)
incurred in connection with the transaction contemplated by
this Agreement (including their due diligence with respect to
the Debtors, the Acquired Assets and the Assumed Liabilities,
the drafting and negotiation of this Agreement (including the
schedules and exhibits hereto and the Seller Parties
Disclosure Schedule) and the Ancillary Agreements), such
reasonableness to be determined from the point of view of a
reasonable potential buyer of the Acquired Business after
taking into account the actual payment of the $3,500,000
referred to above."
3. Continuing Effect of Purchase Agreement. Except as
specifically amended pursuant to this First Amendment, the provisions of the
Purchase Agreement are and shall remain in full force.
4. Counterparts. This First Amendment may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement, and the executed counterparts taken together shall be deemed to be
one originally executed document.
5. Governing Law. Except to the extent the mandatory
provisions of the Bankruptcy Code apply, this First Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely in such state without
regard to principles of conflicts or choice of laws or any other law that would
make the laws of any other jurisdiction other than the State of New York
applicable hereto.
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2
IN WITNESS WHEREOF, Parent, Cherokee and Seller Parties have
caused this First Amendment to be signed by their respective officers thereunto
duly authorized, all as of the date first written above.
BUDGET GROUP, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
CHEROKEE ACQUISITION
CORPORATION
By:
-------------------------------
Name: Xxxx X. Xxxx
Title: Secretary
CENDANT CORPORATION
By:
-------------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President, Law and
Corporate Secretary
BGI AIRPORT PARKING, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
3
BGI SHARED SERVICES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BGI SHARED SERVICES, LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
VEHICLE RENTAL ACCESS
COMPANY, LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
PREMIER CAR RENTAL LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
4
AUTO RENTAL SYSTEMS, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
RYDER TRS, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
RYDER MOVE MANAGEMENT, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
MASTERING THE MOVE REALTY, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
5
THE MOVE SHOP, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
RYDER RELOCATION SERVICES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET STORAGE CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET RENT A CAR CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
6
CONTROL RISK CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
XXXXXX XXXXXX INSURANCE AGENCY,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET RENT-A-CAR
INTERNATIONAL, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET CAR SALES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
7
TCS PROPERTIES, LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
IN MOTORS VI, LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
VALCAR RENTAL CAR SALES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
DIRECTORS ROW MANAGEMENT
COMPANY, LLC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
8
TEAM CAR SALES OF SOUTHERN
CALIFORNIA, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM CAR SALES OF SAN DIEGO,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM CAR SALES OF RICHMOND,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM CAR SALES OF PHILADELPHIA,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
9
TEAM CAR SALES OF DAYTON, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM CAR SALES OF CHARLOTTE,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
XXXXXX XXXXXX FORD, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
XXXX XXXX FORD, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
10
XXXXXX CHRYSLER PLYMOUTH
DODGE JEEP EAGLE, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET SALES CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
RESERVATION SERVICES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM REALTY SERVICES, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
11
TEAM HOLDINGS CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET RENT-A-CAR SYSTEMS, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET -RENT-A-CAR OF ST. LOUIS,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET -RENT-A-CAR OF THE
MIDWEST, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
12
BVM, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
DAYTON AUTO LEASE COMPANY,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
MOSIANT CAR SALES, INC
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
NYRAC INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
13
BUDGET RENT A CAR CARIBE
CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET FLEET FINANCE
CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TRANSPORTATION AND STORAGE
ASSOCIATES
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
14
BRAC CREDIT CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TEAM FLEET SERVICES CORPORATION
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET RENT A CAR ASIA-PACIFIC,
INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BUDGET RENT A CAR OF JAPAN, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
15
SCHEDULE 1
SELLER PARTIES
BGI Airport Parking, Inc.
BGI Shared Services, Inc.
BGI Shared Services, LLC
Vehicle Rental Access Company, LLC
Premier Car Rental LLC
Auto Rental Systems, Inc.
Ryder TRS, Inc.
Ryder Move Management, Inc.
Mastering the Move Realty, Inc.
The Move Shop, Inc.
Ryder Relocation Services, Inc.
Budget Storage Corporation
Budget Rent a Car Corporation
Control Risk Corporation
Xxxxxx Xxxxxx Insurance Agency, Inc.
Budget Rent-A-Car International, Inc.
Budget Car Sales, Inc.
TCS Properties, LLC
IN Motors VI, LLC
ValCar Rental Car Sales, Inc.
Directors Row Management Company, LLC
Team Car Sales of Southern California, Inc.
Team Car Sales of San Diego, Inc.
Team Car Sales of Richmond, Inc.
Team Car Sales of Philadelphia, Inc.
Team Car Sales of Dayton, Inc.
Team Car Sales of Charlotte, Inc.
Xxxxxx Xxxxxx Ford, Inc.
Xxxx Xxxx Ford, Inc.
Xxxxxx Chrysler Plymouth Dodge Jeep Eagle, Inc.
Budget Sales Corporation
Reservation Services, Inc.
Team Realty Services, Inc.
Team Holdings Corporation
Budget Rent-A-Car Systems, Inc.
Budget Rent-A-Car of St. Louis, Inc.
Budget Rent-A-Car of the Midwest, Inc.
BVM, Inc.
Dayton Auto Lease Company, Inc.
Mosiant Car Sales, Inc.
NYRAC Inc.
Budget Rent a Car Caribe Corporation
Budget Fleet Finance Corporation
Transportation and Storage Associates
BRAC Credit Corporation
Team Fleet Services Corporation
Budget Rent a Car Asia-Pacific, Inc.
Budget Rent a Car of Japan, Inc.
ii
