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EXHIBIT 4.3
FIRST AMENDMENT TO
DEBT REGISTRATION RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of June 22, 2001 (this "AMENDMENT"),
to the Debt Registration Rights Agreement, dated as of June 30, 2000 (as
heretofore amended, supplemented or otherwise modified, the "REGISTRATION RIGHTS
AGREEMENT"), among ANC RENTAL CORPORATION, a Delaware corporation (the
"COMPANY"), the subsidiaries of the Company parties thereto (the "GUARANTORS"),
and LEHMAN COMMERCIAL PAPER INC., as administrative agent under the Amended and
Restated Senior Loan Agreement, dated as of June 30, 2000 (the "ADMINISTRATIVE
AGENT").
W I T N E S S E T H:
WHEREAS, the Company has requested that the Administrative
Agent amend certain provisions of the Registration Rights Agreement; and
WHEREAS, the Administrative Agent has agreed to amend the
Registration Rights 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 Company, the Guarantors and the
Administrative Agent hereby agree as follows:
1. DEFINITIONS. All terms defined in the Registration Rights Agreement
shall have such defined meanings when used herein unless otherwise defined
herein.
2. AMENDMENT OF SECTION 1 (DEFINITIONS). Section 1 of the Registration
Rights Agreement is hereby amended by deleting the defined term "EXCHANGE NOTE
INDENTURE" in its entirety and substituting in lieu thereof the following new
defined term:
"EXCHANGE NOTE INDENTURE: The Indenture, to be dated as of June 29,
2001, between the Company and The Bank of New York, as trustee, pursuant to
which the Exchange Notes are issued, as the same may be amended from time to
time in accordance with the terms thereof."
3. AMENDMENT TO SECTION 3(A) (FILING OF SHELF REGISTRATION). Section
3(a) of the Registration Rights Agreement is hereby amended by (a) deleting the
words "360 days following the Spin-Off Date" and substituting in lieu thereof
the words "15 days following the receipt of a written request from the
Administrative Agent or Holders of a majority in aggregate principal amount of
the Registrable Securities" and (b) deleting the words "90 days after the
Initial Maturity Date" and substituting in lieu thereof the words "the later of
(x) 105 days after the receipt of such written request and (y) 10 days after the
receipt of any SEC exemptive order required with respect to the Exchange Note
Indenture (but in no event later than 195 days after the receipt of such written
request)".
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4. AMENDMENT TO SECTION 3(B) (REGISTERED EXCHANGE OFFER). Section 3(b)
of the Registration Rights Agreement is hereby amended by deleting the words "90
days after the Initial Maturity Date" and substituting in lieu thereof the words
"the later of (x) 105 days after the receipt of a written request under Section
3(a) and (y) 10 days after the receipt of any SEC exemptive order required with
respect to the Exchange Note Indenture (but in no event later than 195 days
after the receipt of such written request)".
5. AMENDMENT TO SECTION 3(C) (LIQUIDATED DAMAGES). Clause 3(c)(i) of
the Registration Rights Agreement is hereby amended by deleting the words "90
days from the Initial Maturity Date" and substituting in lieu thereof the words
"the later of (x) 105 days after the receipt of a written request under Section
3(a) and (y) 10 days after the receipt of any SEC exemptive order required with
respect to the Exchange Note Indenture (but in no event later than 195 days
after the receipt of such written request)".
6. AMENDMENT TO SECTION 6 (REGISTRATION PROCEDURES). Section 6 of the
Registration Rights Agreement is hereby amended by adding the following new
clause (t) immediately after clause (s) thereof:
"(t) prepare and file with the SEC, in no event later than two
Business Days after the Collateral Agreement and the Trust Agreement
are signed, an application for any exemptive order required by the SEC
with respect to the Exchange Note Indenture, and use their reasonable
best efforts to cause such exemptive order to be granted as soon as
practicable.".
7. LIMITED AMENDMENT. Except as expressly amended herein, the
Registration Rights 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 Registration Rights Agreement or to prejudice any other right or rights
which the Administrative Agent may now have or may have in the future under or
in connection with the Registration Rights Agreement or any of the instruments
or agreements referred to therein, as the same may be amended from time to time.
8. 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.
9. 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/ HOWARD D. SCHWARTZ
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Name: Howard D. Schwartz
Title: Sr. Vice President & Secretary
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent and Holder of the
outstanding Loans
By: /s/ MICHELE SWANSON
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Name: Michele Swanson
Title: Authorized Signatory
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ALAMO RENT-A-CAR (CANADA), INC.
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.
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 & Treasurer
ALAMO RENT-A-CAR, LLC
By: /s/ KATHLEEN W. HYLE
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Name: Kathleen W. Hyle
Title: Sr. Vice President & Treasurer
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ANC FINANCIAL CORPORATION
ANC FINANCIAL PROPERTIES, LLC
ANC INFORMATION TECHNOLOGY
HOLDING, INC.
ANC INFORMATION TECHNOLOGY, INC.
ANC INFORMATION TECHNOLOGY, L.P.
By: ANC INFORMATION TECHNOLOGY, INC.,
its general partner
ANC IT COLLECTOR CORPORATION
ARC-TM PROPERTIES, LLC
NCR AFFILIATE SERVICER PROPERTIES, LLC
By: /s/ LELAND F. WILSON
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Name: Leland F. Wilson
Title: Vice President & Treasurer
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