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EXHIBIT 10.2
AMENDMENT NO. 1
TO BRIDGE LOAN AGREEMENT
dated as of June 30, 2000
among
TEAM FLEET FINANCING CORPORATION,
BUDGET GROUP, INC.,
as the Servicer
and
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
as the Lender
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AMENDMENT NO. 1 TO BRIDGE LOAN AGREEMENT
Amendment No. 1 (this "Amendment"), dated as of June 30, 2000, among
Team Fleet Financing Corporation ("TFFC"), Budget Group, Inc. ("Budget Group")
as the Servicer and Credit Suisse First Boston, New York Branch, ("CSFB") as
the Lender.
RECITALS
WHEREAS, the parties hereto desire to amend that certain Bridge Loan
Agreement dated as of February 25, 2000 among TFFC, Budget Group, as the
Servicer and CSFB, as the Lender (the "Loan Agreement");
WHEREAS, the parties hereto desire to extend the period of time during
which the Lender is willing to make Advances;
WHEREAS, the parties hereto also desire to reduce the Maximum Invested
Amount under the Loan Agreement;
WHEREAS, the parties hereto also desire to change the Maturity Date;
and
WHEREAS, the Loan Agreement may be amended by Budget Group, TFFC and
CSFB pursuant to Section 6.1 thereof;
AGREEMENTS
NOW, THEREFORE, in consideration of the recitals set forth above, and
for other good and valuable consideration, the adequacy, receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION I.1. Defined Terms. Unless otherwise defined in this
Amendment, capitalized terms used in this Amendment (including in the preamble
and the recitals hereto) shall have the meaning assigned to such terms in the
Loan Agreement.
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ARTICLE II
AMENDMENTS
SECTION II.1. Definitions. (a) Section 1.1 of the Loan Agreement is
hereby amended by deleting the definition of "Maximum Invested Amount" therein
in its entirety and replacing it with the following:
""Maximum Invested Amount" means (a) if no VPSI Event has
occurred: $170,000,000 up to but not including July 31, 2000;
$145,000,000 from July 31, 2000 up to but not including August 31,
2000 and $105,000,000 from August 31, 2000 up to but not including
September 30, 2000; and (b) if a VPSI Event has occurred: $150,000,000
up to but not including July 31, 2000; $125,000,000 from July 31, 2000
up to but not including August 31, 2000 and $85,000,000 from August
31, 2000 up to but not including September 30, 2000."
(b) Section 1.1 of the Loan Agreement is hereby amended by adding
the following definition immediately after the definition of "type":
""VPSI Event" means (a) any transaction entered into by VPSI,
Inc. for the financing of vehicles owned or leased by VPSI, Inc. or
(b) Budget ceases to own 100% of the voting stock of VPSI, Inc."
SECTION II.2. Availability of Advances. Section 2.1 of the Loan
Agreement is hereby amended by deleting the reference to "June 30, 2000" and
replacing it with "the September 2000 Distribution Date".
SECTION II.3. Maturity Date. Section 2.3 of the Loan Agreement is
hereby amended by deleting the reference to "June 2001" and replacing it with
"September 2000".
ARTICLE III
REPRESENTATIONS OF THE BORROWER
SECTION III.1. Recitals. TFFC certifies that (a) the representations
and warranties set forth in Article III of the Loan Agreement, and in each
other Related Document to which TFFC is a party, are true and correct on and as
of the date hereof as if made on and with respect to the date hereof and (b) no
Amortization Event or Series 2000-1 Limited Liquidation Event of Default has
occurred which is continuing as of the date hereof.
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ARTICLE IV
CONDITION TO EFFECTIVENESS; DATE OF EFFECTIVENESS
SECTION IV.1. Execution and Delivery. This Amendment shall become
effective as of June 30, 2000 upon receipt by CSFB of (i) executed counterparts
of this Amendment, (ii) executed counterparts of the Amendment No.1 to Series
2000-1 Supplement, (iii) executed counterparts of the Amended and Restated
Variable Funding Note, Series 2000-1 and (iv) confirmation from each Rating
Agency that Amendment No.1 to Series 2000-1 Supplement will not result in the
reduction or withdrawal of its rating of any Series of Notes issued by TFFC.
ARTICLE V
MISCELLANEOUS
SECTION V.1. Ratification. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of any of the parties
hereto under the Loan Agreement, nor alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in
the Loan Agreement, all of which are hereby ratified and affirmed in all
respects by each of the parties hereto and shall continue in full force and
effect. This Amendment shall apply and be effective only with respect to the
provisions of the Loan Agreement specifically referred to herein and any
references in the Loan Agreement to the provisions of the Loan Agreement
specifically referred to herein shall be to such provisions as amended by this
Amendment.
SECTION V.2. Counterparts. This Amendment may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and
the same instrument.
SECTION V.3. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAW.
SECTION V.4. Waiver of Notice. Each of the parties hereto waives any
prior notice and any notice period that may be required by any other agreement
or document in connection with the execution of this Amendment.
SECTION V.5. Headings. The headings of Sections contained in this
Amendment are provided for convenience only. They form no part of this
Amendment or the Loan Agreement and shall not affect the construction or
interpretation of this Amendment or the Loan Agreement or any provisions hereof
or thereof.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective duly authorized officers as of the day and
year first above written.
TEAM FLEET FINANCING CORPORATION
By:
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Name:
Title:
BUDGET GROUP, INC., as Servicer
By:
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Name:
Title:
CREDIT SUISSE FIRST BOSTON, acting through its
New York Branch, as Lender
By:
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Name:
Title:
By:
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Name:
Title:
