EXHIBIT 4.1
SECOND AMENDMENT TO
LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment") is dated as of
June 11, 1996 among ALAMO RENT-A-CAR, INC., a Florida corporation ("Alamo"), and
ALAMO FUNDING, L.P., a limited partnership organized under the laws of the State
of New York (the "Lender").
W I T N E S S E T H:
WHEREAS, Alamo and AFL are parties to that certain Loan Agreement dated as
of June 20, 1994 (as amended, restated or modified from time to time, the "Loan
Agreement");
WHEREAS, Alamo and AFL are parties to that certain Amendment to Loan
Agreement, dated as of December 29, 1994;
WHEREAS, Alamo and AFL desire to amend certain provisions of the Loan
Agreement;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereby agree, upon the
terms and subject to the conditions set forth below, as follows:
Section 1. Defined Terms. All capitalized terms used herein (including in
the preamble and in the recitals) and not otherwise defined herein shall have
the meanings set forth for such terms in the Loan Agreement.
Section 2. Amendments to the Loan Agreement.
(a) Amendment to Section 1.1. The following term is hereby added to
Section 1.1:
"Borrowing Base Deficiency" has the meaning assigned thereto in
the Definitions List annexed to the Liquidity Loan Agreement.
(b) Amendment to Section 5.1. Section 5.1(v) of the Loan Agreement is
hereby amended to read in its entirety as follows: "(v) any amounts
received by the Lender or the Agent, or deposited into the Collateral
Account, during the Related Month from Manufacturers as Repurchase Prices
or by
auction dealers or any other Person for repurchases or sales outside of the
applicable Repurchase Program, as applicable, of Vehicles owned by such
Borrower."
(c) Amendment to Section 6.1. Section 6.1 of the Loan Agreement is
hereby amended by deleting the third sentence thereof and replacing same in
its entirety with the following sentence: "The Lender hereby specifies that
all payments made by the Manufacturers under Repurchase Programs or by
auction dealers or any other Person in connection with sales outside of the
applicable Repurchase Program shall be paid to the Master Collateral
Account".
(d) Amendment to Section 9.6. Section 9.6 of the Loan Agreement is
hereby amended by changing clause (b)(iii) to (b)(iv) and inserting
immediately following clause (b)(ii) the following new clause (b)(iii):
"(iii) verify compliance by such Borrower with Section 9.13,".
(e) Amendment to Article IX. Article IX of the Loan Agreement is
hereby amended by adding the following new Section 9.13 immediately
following Section 9.12:
"SECTION 9.13. Repurchase Prices; Auction Sales Proceeds. Each
Borrower shall direct (i) each Manufacturer to pay any and all amounts
due under its respective Repurchase Program and (ii) any auction
dealer or any other Person to pay any and all sales proceeds with
respect to any Vehicle directly to the Master Collateral Account."
(f) Amendment to Article X. Article X of the Loan Agreement is hereby
amended by adding the following new Section 10.7 immediately following
Section 10.6:
"SECTION 10.7. Action Under Master Security Agreement. Alamo
shall not take any action under Section 3.09 or 3.10 of the Master
Security Agreement if, after giving effect to such action, a Borrowing
Base Deficiency would result."
Section 3. Conditions of Effectiveness. The following constitute conditions
precedent to the effectiveness of this Amendment:
(a) The Lender shall have received as of the date hereof a copy of the
written confirmation delivered to the Lender by each of S&P and Moody's to
the effect that this
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Amendment will not result in the downgrading or withdrawal of the then
current ratings of the Commercial Paper Notes;
(b) The Majority Banks and the Credit Enhancer shall have delivered
written consent to this Amendment;
(c) AFL shall have delivered prior written notice of this Amendment to
each Rating Agency, the Depositary, the Agent, the Liquidity Agent and each
Dealer;
(d) AFL shall have delivered a fully executed copy of this Amendment
to each Rating Agency, the Depositary, the Agent, the Liquidity Agent and
each Dealer;
(e) The Lender shall have received from Alamo (i) a copy of the
resolutions of its Board of Directors, certified as of the date hereof by
the Secretary thereof, authorizing the execution, delivery and performance
of this Amendment and (ii) an incumbency certificate from the Secretary
thereof with respect to its officers, agents or other representatives
authorized to execute this Amendment; and
(f) The Lender shall have received an Opinion of Counsel to Alamo to
the effect that this Amendment has been duly authorized, executed and
delivered and is the legal, valid and binding obligation of Alamo,
enforceable against it in accordance with its terms, subject to the
exceptions set forth therein.
Section 4. Reference to and Effect on the Related Documents; Ratification.
(a) Upon the effectiveness hereof, on and after the date hereof each reference
in the Related Documents and any other document to the "Loan Agreement" or words
of like import referring to the Loan Agreement shall mean and be a reference to
the Loan Agreement as amended hereby and each reference to any of the defined
terms referred to in this Amendment shall mean and refer to such defined terms
as amended hereby.
(b) Except as specifically amended above, the Loan Agreement is and shall
continue to be in full force and effect and is hereby ratified and confirmed in
all respects.
Section 5. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile transmission shall be as
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effective as delivery of a manually executed counterpart of this Amendment.
Section 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
ALAMO RENT-A-CAR, INC.
By: /s/ N. MARIA MENENDEZ
-------------------------------
Name: N. MARIA MENENDEZ
Title: TREASURER
ALAMO FUNDING, L.P.
By: AFL FLEET FUNDING, INC.,
its General Partner
By: /s/ RICHARD L. TAIANO
-------------------------------
Name: RICHARD L. TAIANO
Title: VICE PRESIDENT
Consented to by:
CREDIT SUISSE
NEW YORK BRANCH,
as Credit Enhancer
By: /s/ GEOFFREY M. GRAIG
-------------------------------
Name: GEOFFREY M. GRAIG
Title: MEMBER OF SENIOR MANAGEMENT
By: /s/ KRISTINN R. KRISTINSSON
-------------------------------
Name: KRISTINN R. KRISTINSSON
Title: ASSOCIATE
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CONSENT OF LIQUIDITY LENDERS
TO SECOND
AMENDMENT TO LOAN AGREEMENT
The undersigned, as Liquidity Lenders under the Liquidity Loan Agreement
dated as of June 20, 1994 among Alamo Funding, L.P., AFL Fleet Funding, Inc.,
certain financial institutions party thereto and Citibank, N.A., as Liquidity
Agent, hereby consent to the foregoing Second Amendment to Loan Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed
and delivered as of June 11, 1996 by their respective officers thereunto duly
authorized.
LIQUIDITY LOAN COMMITMENT LIQUIDITY LENDER
$15,000,000 BANK BRUSSELS LAMBERT,
NEW YORK BRANCH
By: /s/ Mallika Kambhampati
-------------------------------
Name: Mallika Kambhampati
Title: Vice President
By: /s/ Jean-Louis Recoussine
-------------------------------
Name: Jean-Louis Recoussine
Title: General Manager
$50,000,000 BANK OF MONTREAL
By: /s/ Robert K. Strong, Jr.
-------------------------------
Name: Robert K. Strong, Jr.
Title: Managing Director
$50,000,000 THE BANK OF NEW YORK
By: /s/ H. Stephen Griffith
-------------------------------
Name: H. Stephen Griffith
Title: Senior Vice President
$10,000,000 THE BANK OF TOKYO-MITSUBISHI,
LTD., NEW YORK BRANCH
By: /s/ Joseph P. Devoe
-------------------------------
Name: Joseph P. Devoe
Title: Attorney-in-fact
$30,000,000 BAYERISCHE HYPOTHEKEN-UND
WECHSEL-BANK
AKTIENGESELLSCHAFT,
NEW YORK BRANCH
By: /s/ R. Vogel
-------------------------------
Name: R. Vogel
Title: Banking Office
By: /s/ R.G. Pankuch
-------------------------------
Name: R.G. Pankuch
Title: FVP
$25,000,000 BOATMEN'S NATIONAL BANK
OF ST. LOUIS
By: /s/ Michael S. Harvey
-------------------------------
Name:
Title:
$40,000,000 CITIBANK, N.A.
By: /s/ Kenneth M. Wormser
-------------------------------
Name: Kenneth M. Wozmser
Title: Authorized Signatory
$50,000,000 COMMERZBANK AG, ATLANTA AGENCY
By: /s/ Andreas Bremer
-------------------------------
Name: Andreas Bremer
Title: SVP & Manager
By: /s/ Harry Yergey
-------------------------------
Name: Harry Yergey
Title: VP
$30,000,000 COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ M. Christina Debler
-------------------------------
Name: M. Christina Debler
Title: Vice President
By: /s/ W. Jeffrey Vollack
-------------------------------
Name: W. Jeffrey Vollack
Title: Vice President, Manager
$50,000,000 DRESDNER BANK AG NEW YORK BRANCH
AND GRAND CAYMAN BRANCH
By: /s/ William E. Lambert
-------------------------------
Name: William E. Lambert
Title: Assistant Vice-President
By: /s/ Brian Haughney
-------------------------------
Name: Brian Haughney
Title: Assistant Treasurer
CONSENT OF LIQUIDITY LENDERS
TO SECOND
AMENDMENT TO LOAN AGREEMENT
The undersigned, as Liquidity Lenders under the Liquidity Loan Agreement
dated as of June 20, 1994 among Alamo Funding, L.P., AFL Fleet Funding, Inc.,
certain financial institutions party thereto and Citibank, N.A., as Liquidity
Agent, hereby consent to the foregoing Second Amendment to Loan Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed
and delivered as of June 11, 1996 by their respective officers thereunto duly
authorized.
LIQUIDITY LOAN COMMITMENT LIQUIDITY LENDER
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$50,000,000.00 FIRST UNION NATIONAL BANK OF FLORIDA
By: /s/ Bruce Roland
-------------------------------
Bruce Roland
Vice President
$10,000,000 KREDIETBANK N.V.
By: /s/ Robert Snauffer
-------------------------------
Name: Robert Snauffer
Title: Vice President
By: /s/ Raymond F. Murray
-------------------------------
Name: Raymond F. Murray
Title: Vice President
$50,000,000 INTERNATIONALE NEDERLANDEN
(U.S.) CAPITAL CORPORATION
By: /s/ Michael Plunkett
-------------------------------
Name: Michael Plunkett
Title: Vice President
$50,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Jeffrey Hwang
-------------------------------
Name: Jeffrey Hwang
Title: Vice President
$15,000,000 SOCIETE GENERALE
By: /s/ Ralph Saheb
-------------------------------
Name: Ralph Saheb
Title: Vice President, Manager