ISSUING LENDER AGREEMENT January 15, 2015
Exhibit 10.55b
January 15, 2015
This Issuing Lender Agreement (this “Agreement”), dated as of January 15, 2015, is among AVIS BUDGET CAR RENTAL, LLC, a Delaware limited liability company (the “Borrower”), JPMORGAN CHASE BANK, N.A., in its capacity as an Issuing Lender (“JPM”), CREDIT AGRICOLE CORPORATE & INVESTMENT BANK (“CA-CIB”), and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the “Administrative Agent”). Terms used but not defined in this Agreement have the meanings assigned to them in the Credit Agreement (as defined below).
Reference is made to the Third Amended and Restated Credit Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), dated as of October 3, 2014, among the Borrower, Avis Budget Holdings, LLC, Avis Budget Group, Inc., the Subsidiary Borrowers from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto (each a “Lender”), the Administrative Agent and the other agents from time to time parties thereto.
Section 1. L/C Commitment Decrease. In accordance with the definition of “L/C Commitment” set forth in Section 1.1 of the Credit Agreement, each of JPM and the Borrower hereby agrees that the L/C Commitment of JPM is hereby decreased to $750,000,000.
Section 2. L/C Commitment Increase. In accordance with the definitions of “Issuing Lender” and “L/C Commitment” set forth in Section 1.1 of the Credit Agreement, (i) each of CA-CIB and the Borrower hereby agrees that the L/C Commitment of CA-CIB is hereby increased from $0 to $135,000,000 and (ii) on the terms and conditions set forth in the Credit Agreement, CA-CIB hereby agrees to act as an Issuing Lender under the Credit Agreement and agrees that it, in such capacity, will be bound by and subject to and will comply with the obligations applicable to an Issuing Lender under the Credit Agreement and it is hereby agreed by the other parties hereto that CA-CIB shall have all the rights and benefits under the Loan Documents applicable to an Issuing Lender. The parties hereto hereby agree that on and after the date hereof, each reference to an Issuing Lender in the Loan Documents shall include CA-CIB in its capacity as an issuer of any Letter of Credit under the Credit Agreement.
Section 3. Letters of Credit. On the terms and conditions set forth in the Credit Agreement and relying upon the representations and warranties set forth in the Credit Agreement, CA-CIB agrees, in its capacity as an Issuing Lender, at any time and from time to time, in accordance with the provisions of Section 3 of the Credit Agreement, to issue Letters of Credit pursuant to the procedures set forth in Section 3 of the Credit Agreement in an aggregate amount not to exceed its L/C Commitment.
Section 4. Obligation to Reimburse; Payment of Fees. The Borrowers agree to pay CA-CIB, as an Issuing Lender, all amounts required to be paid to it under the Loan Documents, including without limitation any amounts required to be paid to CA-CIB, as an Issuing Lender, in accordance with Sections 3.3 and 3.5 of the Credit Agreement.
Section 5. Miscellaneous. This Agreement shall not constitute, and is not intended to be, an amendment to the Credit Agreement (except that Schedule 1.1A to the Credit Agreement shall be updated as attached as Exhibit A hereto), and all provisions of the Credit Agreement are and shall remain in full force and effect. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
Exhibit 10.55b
Section 6. Counterparts. This Agreement may be executed by the parties hereto in any number of separate counterparts, each of which shall be deemed to be an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
[signatures on following pages]
Exhibit 10.55b
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date first above written.
AVIS BUDGET CAR RENTAL, LLC | ||||
By: | /s/ Xxxxxxxx Xxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxx | |||
Title: | Vice President and Treasurer | |||
Exhibit 10.55b
XX XXXXXX XXXXX BANK, N.A., as Issuing Lender | ||||
By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Managing Director | |||
Exhibit 10.55b
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Issuing Lender | |||
By: | /s/ Xxxxxxxx Xxxxx | ||
Name: | Xxxxxxxx Xxxxx | ||
Title: | Managing Director | ||
By: | /s/ Xxxxxx Xxx | ||
Name: | Xxxxxx Xxx | ||
Title: | Director | ||
Exhibit 10.55b
Acknowledged and Agreed: | ||||
XX XXXXXX CHASE BANK, N.A., as Administrative Agent | ||||
By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Managing Director | |||
Exhibit 10.55b
EXHIBIT A
Schedule 1.1A
Commitments
Lender | Total Revolving Commitment | L/C Commitment | Swingline Commitment |
JPMORGAN CHASE BANK, N.A. | $165,000,000 | $750,000,000 | $50,000,000 |
CITIBANK, N.A. | $165,000,000 | $350,000,000 | |
DEUTSCHE BANK AG NEW YORK BRANCH | $165,000,000 | $165,000,000 | |
XXXXXX XXXXXXX BANK, N.A. | $56,250,000 | ||
XXXXXX XXXXXXX SENIOR FUNDING, INC. | $88,750,000 | ||
BANK OF AMERICA, N.A. | $145,000,000 | $400,000,000 | |
BARCLAYS BANK PLC | $107,500,000 | ||
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK | $107,500,000 | $135,000,000 | |
THE ROYAL BANK OF SCOTLAND PLC | $107,500,000 | ||
THE BANK OF NOVA SCOTIA | $100,000,000 | ||
ROYAL BANK OF CANADA | $70,000,000 | ||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD | $70,000,000 | ||
SUNTRUST BANK | $70,000,000 | ||
SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH | $62,500,000 | ||
UNICREDIT BANK AG, NEW YORK BRANCH | $62,500,000 | ||
BANK OF MONTREAL | $50,000,000 | ||
LLOYDS BANK PLC | $50,000,000 | ||
NATIXIS, NEW YORK BRANCH | $50,000,000 | ||
HSBC BANK USA, NATIONAL ASSOCIATION | $42,500,000 | ||
U.S. BANK N.A. | $25,000,000 | ||
ICICI BANK LIMITED | $10,000,000 | ||
COMMONWEALTH BANK OF AUSTRALIA | $10,000,000 | ||
KBC BANK N.V., NEW YORK BRANCH | $10,000,000 | ||
WESTPAC BANKING CORPORATION | $10,000,000 | ||
TOTAL: | $1,800,000,000 | $1,800,000,000 | $50,000,000 |
