Exhibit 10.19
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT
This Amendment Number Two to Loan and Security Agreement ("Amendment")
is entered into as of July __, 2002, by and between Greyhound Lines, Inc., a
Delaware corporation ("Borrower"), on the one hand, and the various financial
institutions that are or may from time to time become parties to the Agreement
referred to below (collectively, the "Lenders" and each individually a
"Lender"), and Foothill Capital Corporation, a California corporation, as agent
for the Lenders ("Agent"), on the other hand, in light of the following:
A. Borrower, Lenders, and Agent have previously entered into that
certain Loan and Security Agreement, dated as of October 24, 2000 (as amended or
modified, from time to time, the "Agreement").
B. Borrower, Lenders, and Agent desire to amend the Agreement as
provided for and on the conditions herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, Lenders, and Agent
hereby amend and supplement the Agreement as follows:
1. DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.
2. AMENDMENTS.
(a) Section 3.4 of the Agreement is hereby amended and restated in
its entirety to read as follows:
3.4 TERM. This Agreement shall become effective upon the
execution and delivery hereof by Borrower and the Lender Group and
shall continue in full force and effect for a term ending on the
earlier of (a) October 24, 2004 (the "Maturity Date"), or (b)
termination hereof by the Lender Group pursuant to Section 9.1(b)
following an Event of Default.
(b) Subsection (i) of Section 2.2(a) of the Agreement is hereby
amended and restated in its entirety to read as follows:
(i) Subject to the terms and conditions of this Agreement,
Agent agrees to issue letters of credit for the account of Borrower
(each, an "L/C") or to issue guarantees of payment (each such guaranty,
an "L/C Guaranty") with respect to letters of credit issued by Issuer
for the account of Borrower, in an aggregate undrawn and unreimbursed
amount not to exceed on any date the least of (x) the
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Borrowing Base less the aggregate amount of all Advances outstanding on
such date, (y) the Maximum Revolving Amount less the aggregate amount
of all Advances outstanding on such date, and (z) $50,000,000.
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Agent and
the Lenders that all of Borrower's representations and warranties set forth in
the Agreement are true, complete and accurate in all material respects as of the
date hereof (except to the extent that such representations and warranties
relate solely to an earlier event).
4. NO DEFAULTS. Borrower hereby affirms to Agent and the Lenders that
no Event of Default has occurred and is continuing as of the date hereof.
5. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon the following:
(a) Payment by Borrower to Agent, for the ratable benefit of the
Lenders, of an amendment fee in the aggregate amount of $468,750, such fee to be
charged to Borrower's loan account pursuant to Section 2.7(e) of the Agreement;
and
(b) Receipt by Agent of a copy of this Amendment executed by
Borrower and Lenders.
6. CONDITION SUBSEQUENT. As a condition subsequent to the effectiveness
of this Amendment, Borrower shall perform or cause to be performed the following
(the failure by Borrower to so perform or cause to be performed shall permit the
Agent to create a reserve against the Borrowing Base under Section 2.1(a)(y)
after September __, 2002, by such amount as determined by Agent in its sole
discretion):
(a) Within 60 days of the date of this Amendment, Borrower shall
have delivered to Agent endorsements to the policies of title insurance with
respect to the Core Real Property Collateral and amendments to Mortgages, the
form and substance of which shall be reasonably satisfactory to Agent and its
counsel.
7. COSTS AND EXPENSES. Borrower shall pay to Agent all of Agent's
reasonable out-of-pocket costs and expenses (including, without limitation, the
fees and expenses of its counsel, which counsel may include any local counsel
deemed necessary, search fees, filing and recording fees, documentation fees,
title insurance endorsement, and other fees) arising in connection with the
preparation, execution, and delivery of this Amendment and all related
documents.
8. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, shall remain in full force and
effect.
9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate
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counterparts, each of which when so executed and delivered shall be deemed to be
an original. All such counterparts, taken together, shall constitute but one and
the same Amendment. This Amendment shall become effective upon the execution of
a counterpart of this Amendment by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
FOOTHILL CAPITAL CORPORATION,
as Agent and as a Lender
By:
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Name: Kevin Belanger
Title: Vice President
CONGRESS FINANCIAL CORPORATION,
as a Lender
By:
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Name: Paul Truax
Title: Vice President
FLEET CAPITAL CORPORATION,
as a Lender
By:
------------------------------------------
Name:
Title:
TRANSAMERICA BUSINESS CAPITAL CORPORATION,
as a Lender
By:
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Name: Ari Kaplan
Title: Vice President
GREYHOUND LINES, INC.
By:
------------------------------------------
Name: Craig R. Lentzsch
Title: President and Chief
Executive Officer
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Each of the undersigned has executed a Continuing Guaranty in favor of
the Lender Group (as defined in each Continuing Guaranty) respecting the
obligations of Greyhound Lines, Inc., a Delaware corporation ("Borrower") owing
to the Lender Group. Each of the undersigned acknowledges the terms of the above
Amendment and reaffirms and agrees that its Continuing Guaranty remains in full
force and effect; nothing in such Continuing Guaranty obligates the Lender Group
to notify the undersigned of any changes in the financial accommodations made
available to Borrower or to seek reaffirmations of the Continuing Guaranty; and
no requirement to so notify the undersigned or to seek reaffirmations in the
future shall be implied by the execution of this reaffirmation.
ATLANTIC GREYHOUND LINES OF VIRGINIA, INC.,
a Virginia corporation
By:
--------------------------------------------
Name: Craig R. Lentzsch
Title: Chairman of the Board and President
and Chief Executive Officer
SISTEMA INTERNACIONAL DE TRANSPORTE DE
AUTOBUSES, INC., a Delaware corporation
By:
--------------------------------------------
Name: Cheryl W. Farmer
Title: Senior Vice President and Chief
Financial Officer
GLI HOLDING COMPANY,
a Delaware corporation
By:
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Name: Craig R. Lentzsch
Title: President and Chief Executive Officer
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TEXAS, NEW MEXICO & OKLAHOMA COACHES, INC.,
a Delaware corporation
By:
--------------------------------------------
Name: Craig R. Lentzsch
Title: Chief Executive Officer
VERMONT TRANSIT CO., INC.,
a Vermont corporation
By:
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Name: Craig R. Lentzsch
Title: President and Chief Executive Officer
T.N.M. & O. TOURS, INC.,
a Texas corporation
By:
--------------------------------------------
Name: Craig R. Lentzsch
Title: Chief Executive Officer
ROCKFORD COACH LINES, L.L.C.,
a Delaware limited liability company
By:
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Name: Craig R. Lentzsch
Title: President and Chief Executive Officer
ASI ASSOCIATES, INC.,
a Hawaii corporation
By:
--------------------------------------------
Name: Craig R. Lentzsch
Title: President
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CAROLINA COACH COMPANY,
a Virginia corporation
By:
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Name: Craig R. Lentzsch
Title: Chief Executive Officer
SEASHORE TRANSPORTATION COMPANY,
a North Carolina corporation
By:
--------------------------------------------
Name: Craig R. Lentzsch
Title: Chief Executive Officer
LSX DELIVERY, L.L.C.,
a Delaware limited liability company
By:
--------------------------------------------
Name: Craig R. Lentzsch
Title: Chairman of the Board
VALLEY GARAGE COMPANY,
a Texas corporation
By:
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Name: Craig R. Lentzsch
Title: Chief Executive Officer
VALLEY TRANSIT CO., INC.,
a Texas corporation
By:
--------------------------------------------
Name: Craig R. Lentzsch
Title: Chief Executive Officer
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ON TIME DELIVERY SERVICE, INC.,
a Minnesota corporation
By:
--------------------------------------------
Name: Craig R. Lentzsch
Title: Chief Executive Officer
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