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Exhibit 10.1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of August 29, 2000 (this
"AMENDMENT"), to the Amended and Restated Credit Agreement, dated as of June 30,
2000 (such Credit Agreement, as amended, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT"), among ANC RENTAL CORPORATION, a Delaware
corporation (the "BORROWER"), LEHMAN BROTHERS INC., as advisor, lead arranger
and book manager (in such capacity, the "ARRANGER"), LEHMAN COMMERCIAL PAPER
INC., as syndication agent (in such capacity, the "SYNDICATION AGENT"), BANKER
TRUST COMPANY, as documentation agent (in such capacity, the "DOCUMENTATION
AGENT"), and CONGRESS FINANCIAL CORPORATION (FLORIDA), as administrative agent
and collateral agent (in such capacities, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower has requested that the Lenders amend
certain provisions of the Credit Agreement;
WHEREAS, the Lenders have agreed to amend the Credit
Agreement, but only upon the terms and subject to the conditions set forth
below;
NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration the receipt of
which is hereby acknowledged, the Borrower, the Lenders and the Agents hereby
agree as follows:
1. DEFINITIONS. All terms defined in the Credit Agreement
shall have such defined meanings when used herein unless otherwise defined
herein.
2. AMENDMENT OF SECTION 7.2 (LIMITATION ON INDEBTEDNESS).
Section 7.2(f) of the Credit Agreement is hereby amended by replacing the
reference to "Section 7.2(b)(iii)" therein with a reference to "Section
7.2(b)(iv)".
3. AMENDMENT OF SECTION 7.3 (LIMITATION ON LIENS). Section 7.3
is hereby amended by (a) deleting the word "and" at the end of paragraph (n)
thereof, (b) deleting the period at the end of paragraph (o) thereof and
substituting therefor "; and" and (c) adding at the end of such Section the
following new paragraph (p) to read in its entirety as follows:
"(p) Liens in connection with the incurrence of Vehicle Debt
consisting of floating charges on the personal property of Foreign
Subsidiaries; PROVIDED that such Liens secure, in the aggregate, no
more than the equivalent of one hundred (100) Dollars, in the
aggregate.".
4. AMENDMENT OF SECTION 7.8 (LIMITATION ON INVESTMENTS).
Section 7.8 of the Credit Agreement is hereby amended by:
(a) adding immediately after "permitted by this Section" in
paragraph (o) thereof the parenthetical "(other than as provided in paragraph
(p) below)"; and
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(b) (i) deleting the word "and" at the end of paragraph (n)
thereof, (ii) deleting the period at the end of paragraph (o) thereof and
substituting therefor a semicolon and (iii) adding at the end of such Section
the following new paragraphs (p) and (q) to read in their entirety as follows:
"(p) Investments in respect of (i) the Guaranty, dated as of
September 24, 1999, by National Car Rental System, Inc. in favor of
Toyota Finance Australia Limited, (ii) the Guaranty, dated as of
September 23, 1999, by National Car Rental System, Inc. in favor Milex
Australia Pty Ltd, Australia and (iii) the Guaranty dated as of October
7, 1999, by National Car Rental System, Inc. in favor of General Motors
Acceptance Corporation, Australia, which, in each case, shall reduce
the $10,000,000 limitation contained in paragraph (o) above until such
time as such Guaranty is terminated and of no further force and effect
PROVIDED that such Investments shall no longer reduce the $10,000,000
limitation in paragraph (o) above if (x) at the time of the termination
of such Guaranty no payments are made thereunder that remain
unreimbursed by CLA Trading Pty Ltd or Montedeen Pty Ltd and (y) such
termination occurs prior to December 31, 2000; and
(q) guarantees by the Borrower or its Subsidiaries of the
obligations of the Subsidiaries of the Borrower in respect of operating
leases of Vehicles and equipment in the ordinary course of business.".
5. AMENDMENT OF SECTION 7.9 (LIMITATION ON OPTIONAL PAYMENTS
AND MODIFICATIONS OF DEBT INSTRUMENTS, ETC.). Section 7.9(a) of the Credit
Agreement is hereby amended by:
(a) deleting the word "and" at the end of clause (i) thereof
and substituting therefor a semicolon; and
(b) adding immediately after "than the terms contained
thereunder" at the end of clause (ii) thereof the following:
"; and (iii) prepayments of the Interim Loan Facility from
time to time, so long as, (A) on the date of and after giving effect to
each such prepayment, no Default or Event of Default shall have
occurred, (B) on the date of and after giving effect to each such
prepayment, Excess Availability shall equal at least $10,000,000, (C)
the Borrower shall have given 10 days' prior written notice to the
Agents of each such prepayment and (D) no proceeds of the Loans shall
be used to make any such prepayment".
6. AMENDMENT OF SECTION 7.18 (FURTHER ASSURANCES). Section
7.18(b) of the Credit Agreement is hereby amended by deleting the reference to
"60 days" therein and substituting therefor a reference to "90 days".
7. AMENDMENT OF SCHEDULE 4.19(a)-3 (UCC FINANCING STATEMENTS
TO BE TERMINATED). Schedule 4.19(a)-3 of the Credit Agreement is hereby amended
and restated in its entirety by substituting therefor a new Schedule 4.19(a)-3
attached hereto as Exhibit B.
8. REPRESENTATIONS; NO DEFAULT. On and as of the date hereof,
and after giving effect to this Amendment, (a) the Borrower certifies that no
Default or Event of Default
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has occurred or is continuing, and (b) the Borrower confirms, reaffirms and
restates that the representations and warranties set forth in Section 4 of the
Credit Agreement and in the other Loan Documents are true and correct in all
material respects, PROVIDED that the references to the Credit Agreement therein
shall be deemed to be references to this Amendment and to the Credit Agreement
as amended by this Amendment.
9. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on and as of the date that:
(a) the Administrative Agent shall have received counterparts
of this Amendment, duly executed and delivered by a duly authorized
officer of the Borrower;
(b) the Administrative Agent shall have received executed
Lender Consent Letters, substantially in the form of Exhibit A hereto,
from Lenders whose consent is required pursuant to Section 10.1 of the
Credit Agreement;
(c) the Administrative Agent shall have received an executed
Acknowledgment and Consent, in the form set forth at the end of this
Amendment, from each Loan Party other than the Borrower; and
(d) the Administrative Agent shall have received an executed
certificate of an officer of the Borrower in form satisfactory to the
Administrative Agent as to (i) the accuracy of the representations and
warranties set forth in Section 4 of the Credit Agreement and in the
other Loan Documents, (ii) the absence of any Default or Event of
Default after giving effect to this Amendment, and (iii) such other
customary matters as the Administrative Agent may reasonably request.
10. LIMITED CONSENT AND AMENDMENT. Except as expressly amended
herein, the Credit Agreement shall continue to be, and shall remain, in full
force and effect. This Amendment shall not be deemed to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
the Credit Agreement or any other Loan Document or to prejudice any other right
or rights which the Lenders may now have or may have in the future under or in
connection with the Credit Agreement or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.
Notwithstanding anything in this paragraph 10 to the contrary, the parties
hereto acknowledge that the Borrower intends to prepay the Interim Loan Facility
in a principal amount of up to $50,000,000 on or before September 30, 2000, and
each party hereto waives compliance with the written notice requirement
contained in Section 7.9(a) with respect to such prepayment.
11. COUNTERPARTS. This Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts (which may
include counterparts delivered by facsimile transmission) and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.
ANC RENTAL CORPORATION
By: /s/ Leland F. Wilson
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Name: Leland F. Wilson
Title: Vice President and Treasurer
LEHMAN COMMERCIAL PAPER INC.,
as Syndication Agent
By: /s/ G. Andrew Keith
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Name: G. Andrew Keith
Title: Authorized Signatory
CONGRESS FINANCIAL CORPORATION
(FLORIDA), as Administrative Agent
By: /s/ Martin J. Coloson, Jr.
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Name: Martin J. Coloson, Jr.
Title: First Vice President
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned parties to the Guarantee and
Collateral Agreement, dated as of June 30, 2000 and as amended, supplemented or
otherwise modified from time to time, made by the undersigned in favor of
Congress Financial Corporation (Florida), as Administrative Agent, for the
benefit of the Secured Parties, hereby (a) consents to the transactions
contemplated by the foregoing Amendment to the Credit Agreement and (b)
acknowledges and agrees that the guarantees and grants of security interests
contained in the Guarantee and Collateral Agreement and in the other Security
Documents are, and shall remain, in full force and effect after giving effect to
such Amendment and all prior modifications to the Credit Agreement.
ALAMO RENT-A-CAR (CANADA), INC.
ALAMO RENT-A-CAR, LLC
LIABILITY MANAGEMENT COMPANIES HOLDING, INC.
NATIONAL CAR RENTAL LICENSING, INC.
NATIONAL CAR RENTAL SYSTEM, INC.
REPUBLIC GUY SALMON PARTNER, INC.
REPUBLIC INDUSTRIES AUTOMOTIVE
RENTAL GROUP (BELGIUM) INC.
SPIRIT RENT-A-CAR, INC.
By: /s/ Leland F. Wilson
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Name: Leland F. Wilson
Title: Vice President and Treasurer
ALAMO RENT-A-CAR MANAGEMENT, LP
By: ARC-GP, Inc., its general partner
ANC COLLECTOR CORPORATION
ANC FINANCIAL, LP
By: ANC Financial GP Corporation, its
general partner
ARC-GP, INC.
ARC-TM, INC.
NCR AFFILIATE SERVICER, INC.
NCRAS MANAGEMENT, LP
By: NCRAS-GP, Inc., its general partner
NCRAS-GP, INC.
SRAC MANAGEMENT, LP
By: SRAC-GP, Inc., its general partner
SRAC-GP, INC.
SRAC-TM, INC.
By: /s/ Leland F. Wilson
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Name: Leland F. Wilson
Title: Vice President and Treasurer
