EXHIBIT 4.70
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
ANC RENTAL CORPORATION, ET AL., )
) Case No. 01-11200 (MFW)
Debtors. ) (Jointly Administered)
)
) RE: Dkt. No. 4064
ORDER (I) AUTHORIZING CONTINUED USE OF CASH COLLATERAL THROUGH JULY 19, 2003 AND
(II) GRANTING REPLACEMENT LIENS AND ADEQUATE PROTECTION
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Upon the motion (the "Motion") dated February 14, 2003, of the
above-captioned debtors and debtors-in-possession (the "Debtors")(1) for, among
other things, an order pursuant to sections 361 and 363(c)(2) of title 11 of the
United States Code (the "Bankruptcy Code") and Rule 4001(b) of the Federal Rules
of Bankruptcy Procedure (i) approving the use of Cash Collateral (as defined
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(1) The Debtors are the following entities: ANC Rental Corporation, Alamo
International Sales, Inc., Alamo Rent-A-Car Management, LP, Alamo
Rent-A-Car, LLC, ANC Aviation, Inc., ANC Collector Corporation, ANC
Financial Corporation, ANC Financial GP Corporation, ANC Financial
Properties LLC, ANC Financial, LP, ANC-GP, Inc., ANC Information
Technology, Inc., ANC Information Technology Holding, Inc., ANC
Information Technology, L.P., ANC IT Collector Corporation, ANC Management
Services Corporation, ANC Management Services, LP, ANC Payroll
Administration, LLC, ANC-TM Management LP, ARC-GP, Inc., ARC-TM, Inc.,
ARC-TM Properties LLC, ARG Reservation Services, LLC, ARI Fleet Services,
Inc., Auto Rental Inc., Car Rental Claims, Inc., Claims Management Center,
Inc., Guy Salmon USA, Inc., Liability Management Companies Holding, Inc.,
National Car Rental Licensing, Inc., National Car Rental System, Inc., NCR
Affiliate Servicer Properties LLC, NCR Affiliate Servicer, Inc., NCRAS
Management, LP, NCRAS-GP, Inc., NCRS Insurance Agency, Inc., Post
Retirement Liability Management, Inc., Rental Liability Management
Holdings, LLC, Rental Liability Management, Inc., Republic Fiduciary,
Inc., Republic Guy Salmon Partner, Inc., Spirit Leasing, Inc., Spirit
Rent-A-Car, Inc., SRAC Management, LP, SRAC-GP, Inc., and SRAC-TM, Inc.
below) through and including July 19, 2003 and (ii) granting replacement liens
and adequate protection on the same terms and conditions set forth in the
Court's Order (i) Authorizing Continued Use of Cash Collateral through March 19,
2003 and (ii) Granting Replacement Liens and Adequate Protection, dated February
6, 2003 (the "Current Cash Collateral Order");
And the Court having entered ten prior Orders (the "Extension
Orders") authorizing the Debtors to use Cash Collateral through and including
February 16, 2003 and the Current Cash Collateral Order (the Extension Orders
together with the Current Cash Collateral Order, the "Cash Collateral Orders")
authorizing the Debtors to use Cash Collateral through and including March 19,
2003;
And it appearing that the Court has jurisdiction over this
matter pursuant to 28 U.S.C. ss.ss. 157 and 1334 and that this matter is a core
proceeding pursuant to 28 U.S.C. ss. 157(b)(2)(A);
And it appearing that the relief requested is in the best
interests of the Debtors, their creditors and their estates;
And it appearing that notice of the Motion and the relief
requested has been given to (i) the Office of the United States Trustee; (ii)
Congress Financial Corporation (Florida), as agent (in such capacity,
"Congress") for itself and the other lenders under the Borrowing Base Facility
(collectively, the "Borrowing Base Lenders") and its counsel; (iii) Lehman
Commercial Paper, Inc. ("LCPI"), as agent for itself and the other lenders under
the Supplemental Facility (the "Supplemental Facility") and its counsel; (iv)
LCPI, as agent for itself and the other lenders under the Senior Loan Agreement
and its counsel; (v) Bank of Tokyo-Mitsubishi Trust Company, Fleet Capital
Corp., successor by merger with Summit Business Capital Corp. and Provident
Bank, and its counsel (collectively, the "Supplemental Lenders); (vi) Liberty
Mutual Insurance Company ("Liberty") and its counsel (Liberty, the Borrowing
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Base Lenders, LCPI, the Supplemental Lenders and the others lenders under the
Supplemental Facility, and the other lenders under the Senior Loan Agreement are
referred to herein collectively as the "Secured Creditors"); (vii) counsel for
the Official Committee of Unsecured Creditors (the "Committee"); and (viii) each
party that has requested notice under Rule 2002 of the Federal Rules of
Bankruptcy Procedure;
And it appearing that no other or further notice need be
given;
And good and sufficient cause appearing therefore; it is
hereby
ORDERED that the Motion is approved in all respects as
provided for herein; and it is further
ORDERED that, subject to the provisions of this Order, the
Debtors are authorized to continue to use the Cash Collateral through and
including July 19, 2003 on the same terms and conditions as set forth in the
Current Cash Collateral Order, including, without limitation, (a) with respect
to the grant of replacement liens and (b) the following adequate protection
payments: (i) to provide Liberty with (I) the payments set forth in the Liberty
Order and STS Approval Order (as each term is defined in the Final Order
pursuant to, INTER ALIA, Bankruptcy Rule 4001 and 11 U.S.C. ss. 364 (a)
Authorizing the Debtors to Obtain Further Post-Petition SuretY Bonding from
Liberty Mutual Insurance Company, (b) Providing for Additional Collateral, and
(c) Granting Related Relief, dated March 17, 2003 [Doc. No. 4282] ("the STS
Approval Order")) and (II) the reimbursement of certain fees and expenses
provided for under the General Agreements of Indemnity, Commercial Surety, in
favor of Liberty and executed by the Company, as Indemnitor, dated August 4,
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2000 and October 31, 2000, respectively, as modified by the Liberty Order and
the STS Approval Order and the related term sheets; (ii) to provide LCPI, as
agent under the Supplemental Facility, with the adequate protection payments set
forth in the Cash Collateral Orders, including all fees, costs, charges and
interest owing under the Supplemental Facility, (iii) to provide LCPI, as agent
under the Senior Loan Agreement, with the adequate protection payments set forth
in the Cash Collateral Orders, PROVIDED THAT, if and to the extent that the
Court approves the Settlement Agreement, dated as of February 28, 2003, between
ANC Rental Corporation and certain of its subsidiaries, the Committee, LCPI and
Lehman Brothers Inc. (the "Settlement Agreement"), the Debtors shall provide
LCPI with the adequate protection payments set forth in the Settlement
Agreement; and (iv) with respect to Congress, (I) to pay when due or reimburse
to Congress all fees, costs, charges and interest owing under the Borrowing Base
Facility and all reasonable legal fees incurred by Congress and (II) provide
Congress with the adequate protection as set forth in the Final Order
Authorizing Debtors to (a) Obtain Postpetition Financing, (b) Grant Liens and
Priority Administrative Expense Status and (c) Modify the Automatic Stay, dated
March 17, 2003 [Doc. No. 4281]; and it is further
ORDERED, that as referred to herein, the term "Cash
Collateral" shall have the meaning as defined in 11 U.S.C. Section 363(a) and
shall include (i) all cash and other funds the Debtors had on hand or in any
account as of the Filing Date that was subject to valid security interests, (ii)
all cash proceeds derived, whether before or after the Filing Date, from the
pre-petition collateral that secured the claims of the Secured Creditors, or
(iii) to the extent of any replacement liens granted to the Secured Creditors
pursuant to any previous order authorizing the Debtors to use cash collateral,
all proceeds derived from the collateral securing such replacement liens; and it
is further
ORDERED, that notwithstanding anything in this Order or the
Cash Collateral Orders to the contrary: (i) any reference in the Cash Collateral
Orders to the "Liberty Order" shall also be deemed to be a reference to the "STS
Approval Order"; (ii) in the event of any inconsistency between any of the Cash
Collateral Orders and/or this Order, and the terms of the STS Approval Order,
the terms of the STS Approval Order shall govern; and it is further
ORDERED, that notwithstanding anything to the contrary set
forth in this Order or the Cash Collateral Orders, with regard to avoidance
actions or proceeds thereof, to the extent that any Secured Creditor (whether
pre- or post-petition) received or holds a lien or administrative claim
(superpriority or otherwise) in the proceeds of avoidance actions (whether
obtained through litigation or settlement) under Chapter 5 of the Bankruptcy
Code, such lender releases said liens or administrative claims (superpriority or
otherwise), provided that (a) no other entity shall be granted any lien or
administrative priority (superpriority or otherwise) interest in such avoidance
actions or proceeds, and (b) if any other entity shall hold such a lien or
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administrative priority interest, the aforesaid releases shall be void and of no
further force or effect. To the extent that any Secured Creditor (whether pre-
or post-petition) has an unsecured claim, whether by deficiency or otherwise,
each shall share pari passu with all other general unsecured creditors with
respect to all distributions on account of the proceeds of avoidance actions;
and it is further
ORDERED, that this Order shall be enforceable and effective
immediately upon entry, notwithstanding Federal Rule of Bankruptcy Procedure
7062.
Dated: March 19, 2003
Wilmington, Delaware
/s/ Mary F. Walrath
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THE HONORABLE MARY F. WALRATH
UNITED STATES BANKRUPTCY JUDGE
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