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EXHIBIT 10.9
AMENDMENT TO BUS PURCHASE
REQUIREMENTS AGREEMENT
This Amendment to Bus Purchase Requirements Agreement (the
"Amendment") is made and entered into as of June 30, 1988, by and among
Greyhound Lines, Inc., a Delaware corporation formerly known as GLI Operating
Company ("Lines"), Transportation Leasing Co., a California corporation
formerly known as Greyhound Lines, Inc. ("Transportation"), Transportation
Manufacturing Corporation, a Delaware corporation ("TMC"), Motor Coach
Industries, Inc., a Delaware corporation ("MCI") (Lines, Transportation, TMC,
and MCI, collectively, being called herein the "Parties"), Texas, New Mexico &
Oklahoma Coaches, Inc., a Texas corporation (the "Texas Carrier"), T.N.M.&O.
Tours, Inc., a Texas corporation, and Vermont Transit Co., Inc, a Vermont
corporation (the "Vermont Carrier").
W I T N E S S E T H:
WHEREAS, the Parties entered into that certain Bus Purchase
Requirements Agreement (the "Requirements Agreement") dated March 18, 1987, the
term of which was extended by that certain letter agreement (the "Letter
Agreement") dated June 15, 1987, executed by GLI Holding Company, a Delaware
corporation ("GLI Holding"), and The Greyhound Corporation, an Arizona
corporation
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("Greyhound") (the Letter Agreement and the Requirements Agreement,
collectively, being called herein the "Agreement");
WHEREAS, GLI Holding, T & V Holding Company, a Delaware corporation
("T&V"), TNMO Acquisition, Inc., a Texas corporation (the "Texas GLI Sub"),
Greyhound, and the Texas Carrier have entered into that certain Acquisition
Agreement (the "Texas Acquisition Agreement") dated as of June 27, 1988,
pursuant to which the Texas GLI Sub will be merged with and into the Texas
Carrier;
WHEREAS, GLI Holding, T&V, VT Acquisition, Inc., a Vermont corporation
(the "Vermont GLI Sub"), Greyhound, and the Vermont Carrier have entered into
that certain Acquisition Agreement (the "Vermont Acquisition Agreement") dated
as of June 27, 1988, pursuant to which the Vermont GLI Sub will be merged with
and into the Vermont Carrier;
WHEREAS, the Texas Acquisition Agreement and the Vermont Acquisition
Agreement are conditioned upon the amendment of the Agreement to provide for
the obligation of the Texas Carrier, the Texas Carrier's subsidiary, and the
Vermont Carrier (the "New Parties") to purchase 75% of their motor coaches from
TMC or MCI on the same terms and conditions as provided for in the Agreement;
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NOW,THEREFORE, the undersigned hereby agree that the Agreement is
amended as follows:
Parties. The first paragraph of the Agreement is amended to add the
following before the period at the end of the first sentence thereof:
, Texas,New Mexico & Oklahoma Coaches, Inc., a Texas corporation
("TNMO"), T.N.M.O. Tours, Inc., a Texas corporation (" Tours"), and
Vermont Transit Co., Inc., a Vermont corporation ("Vermont") (with
TNMO, Tours, and Vermont being referred to herein collectively as the
"New GLI Entities" and GLI Operating and the New GLI Entities being
referred to herein collectively as the "GLI Entities")
Section 1. Section 1 of the Agreement is amended to add the following
at the end thereof:
For calendar years 1988 through 1992, the New GLI Entities shall
purchase pursuant to the terms of this Agreement not less than 75% of
their aggregate motor coaches for each such year of the type
manufactured by TMC or MCI as of August 1 of each of the preceding
years or planned to be manufactured by TMC or MCI in such year (not
including vans and the like made by
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major manufacturers) which shall be manufactured by TMC or MCI (which
buses shall be included in the term "Buses"). For purposes of
determining compliance with the minimum purchase requirements of this
Agreement, Buses purchased by the New GLI Entities during 1988,
whether before or after June 30, 1988, shall be included. TMC and MCI
agree to sell to each of the New GLI Entities Buses on the terms set
forth herein.
Section 3. The term "GLI Operating" appearing in second sentence of
Section 3 of the Agreement is amended to read "any GLI Entity."
Section 4. The second, third, and fourth sentences of Section 4 of the
Agreement are hereby amended to read in their entirety as follows:
The initial amount paid by any GLI Entity or used to ascertain lease
rental amounts shall be based on their aggregate annual requirements
estimate of all GLI Entities.
For the purposes of calculating the discount, such estimate shall
include buses ordered under the Bus Purchase Agreement but shall not
include Buses
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purchased by the New GLI Entities during 1988 before June 30, 1988.
If at the end of any calendar year, the GLI Entities have purchased
and leased in the aggregate more or less than the estimated number of
Buses, then the purchase price for all Buses purchased during such
calendar year shall be appropriately adjusted in accordance with the
foregoing table, and TMC and/or MCI or the appropriate GLI Entity, as
the case may be, shall promptly pay any difference to the other(s) for
Buses purchased or, for Buses leased, Seller or an affiliate of Seller
shall make appropriate adjustment to the lease rental amounts,
retroactively to the inception of the lease.
Section 5. The first three sentences of Section 5 of the Agreement are
hereby amended to read in their entirety as follows:
The GLI Entities shall provide TMC with their best estimate for Buses
during each calendar year for which they are to purchase Buses
hereunder. Such estimate for 1988, 1989, 1990, 1991, and 1992 shall
be delivered no later than June 1 of the year prior to such year;
provided, however that the estimate with respect to 1988 need not have
included Buses to be purchased by
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the New GLI Entities and the estimate for 1989 need not be given prior
to August 1, 1988. The GLI Entities shall provide TMC with a firm
order no later than August 1 of the prior year, which order shall
include the specifications (including options and accessories) of the
Buses to be purchased.
Section 6. Section 6 of the Agreement is hereby amended to read in its
entirety as follows:
6. Buses. Each GLI Entity reserves the right to request that TMC
incorporate minor modifications in the options and accessories
requesting in the firm order with respect to the Buses by written
notice to TMC within a reasonable time for implementing such
modifications. The appropriate GLI Entity will bear the cost of
making such modifications.
Sections 7 and 8. Sections 7 and 8 of the Agreement are hereby
amended so that the term "GLI Operating" appearing therein is replaced
with the term "each GLI Entity" in each instance.
Section 9. Section 9 of the Agreement is hereby amended so that the
term "GLI Operating" appearing therein is replaced with the term "any GLI
Entity."
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Section 15. Section 15 of the Agreement is hereby amended so that the
term "GLI Operating" appearing therein is replaced with the term "any GLI
Entity" and the address shown for GLI Operating has added, at the beginning
thereof, the term "c/o Greyhound Lines, Inc."
IN WITNESS WHEREOF, this Amendment has been executed by the
undersigned on this 30th day of June, 1988.
TRANSPORTATION LEASING CO. GREYHOUND LINES, INC.
By: /s/ XXXXXXX X. XXXXXXX BY: /s/ X. X. XXXXXX
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Xxxxxxx X. Xxxxxxx X. X. XxXxxx
Vice President Vice President
TRANSPORTATION MANUFACTURING MOTOR COACH INDUSTRIES, INC.
CORPORATION
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Treasurer Treasurer
TEXAS, NEW MEXICO & OKLAHOMA VERMONT TRANSIT CO., INC.
COACHES, INC.
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Vice President Vice President
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T. N. M. &O. TOURS, INC.
By:
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