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Exhibit 10.3
FIRST AMENDMENT, dated as of September 29, 2000 (this
"AMENDMENT"), to the Amended and Restated Senior Loan Agreement, dated as of
June 30, 2000 (such Senior Loan Agreement, as amended, supplemented or otherwise
modified from time to time, the "SENIOR LOAN AGREEMENT"), among ANC RENTAL
CORPORATION, a Delaware corporation (the "BORROWER"), and LEHMAN BROTHERS INC.,
as sole advisor, sole arranger and sole book manager (the "Arranger"), LEHMAN
COMMERCIAL PAPER INC., as syndication agent and as administrative agent (in such
capacity, the "ADMINISTRATIVE Agent").
W I T N E S S E T H:
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WHEREAS, the Borrower has requested that the Arranger and the
Administrative Agent amend certain provisions of the Senior Loan Agreement;
WHEREAS, the Arranger and the Administrative Agent have agreed
to amend the Senior Loan 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 Arranger and the Administrative
Agent hereby agree as follows:
1. DEFINITIONS. All terms defined in the Senior Loan Agreement
shall have such defined meanings when used herein unless otherwise defined
herein.
2. AMENDMENT OF DEFINITION OF "PERMITTED LIENS". The
definition of "Permitted Liens" is hereby amended by (a) deleting the word "and"
at the end of paragraph (v) thereof, (b) deleting the period at the end of
paragraph (w) thereof and substituting therefor "; and" and (c) adding at the
end of such Section the following new paragraph (x) to read in its entirety as
follows:
(x) Liens in connection with the incurrence of
Permitted Vehicle Indebtedness 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.
3. 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 has occurred or is continuing, and (b) the Borrower
confirms, reaffirms and restates that the representations and warranties set
forth in Section 3 of the Senior Loan Agreement and in the other Loan Documents
are true and correct in all material respects, PROVIDED that the references to
the Senior Loan Agreement therein shall be deemed to be references to this
Amendment and to the Senior Loan Agreement as amended by this Amendment.
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4. 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 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
(c) 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 3 of the Senior Loan
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.
5. LIMITED CONSENT AND AMENDMENT. Except as expressly amended
herein, the Senior Loan 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 Senior Loan 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 Senior Loan Agreement or any of the instruments or
agreements referred to therein, as the same may be amended from time to time.
6. COUNTERPARTS. This Amendment may be executed by one or more
of the parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
7. 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 BROTHERS INC.
as Arranger
By: /s/ G. Andrew Keith
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Name: G. Andrew Keith
Title: Senior Vice President
LEHMAN COMMERCIAL PAPER INC.,
as Syndication Agent
By: /s/ G. Andrew Keith
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Name: G. Andrew Keith
Title: Authorized Signatory
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent and Lender
By: /s/ G. Andrew Keith
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Name: G. Andrew Keith
Title: Authorized Signatory
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned parties to the Subsidiary Guarantee
dated as of June 30, 2000 and as amended, supplemented or otherwise modified
from time to time, made by the undersigned in favor of Lehman Brothers Inc. and
Lehman Commercial Paper Inc., hereby (a) consents to the transactions
contemplated by the foregoing Amendment to the Senior Loan Agreement and (b)
acknowledges and agrees that the guarantees contained in the Subsidiary
Guarantees and related documents are, and shall remain, in full force and effect
after giving effect to such Amendment and all prior modifications to the Senior
Loan 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
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