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$61	Preview Full Doc	2003	Amendment and Restatement Agreement Amendment and Restatement Agreement (107K) Doc #226759: Click preview link for longer preview. AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 21, 2003, among IMC GLOBAL INC. (the "COMPANY"), PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP ("PLP"), IMC PHOSPHATES COMPANY (together with PLP, the "BORROWING SUBSIDIARIES" and, together with the Company, the "BORROWERS"), the lenders party hereto and JPMORGAN CHASE BANK, as administrative agent under the Credit Agreement dated as of May 17, 2001, as amended (the "CURRENT CREDIT AGREEMENT"), among the Company, the Borrowing Subsidiaries, the lenders referred to therein, JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), as administrative agent, and Goldman Sachs Credit Partners L.P., as syndication agent, as in effect on the date hereof. Capitalized terms used but not defined herein have the meanings assigned to them in the Current Credit Agreement, as amended and restated hereby. WHEREAS, the Company has requested, and the undersigned Lenders and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that the Current Credit Agreement be amended and restated as provided herein; NOW, THEREFORE, the Company, the Borrowing Subsidiaries, the undersigned Lenders and the Administrative Agent hereby agree as follows: SECTION 1. AMENDMENT AND RESTATEMENT OF THE CURRENT CREDIT AGREEMENT; LOANS AND LETTERS OF CREDIT. (a) Effective upon the Restatement Effective Date (as defined in Section 6 below), the Current Credit Agreement is hereby amended and restated to read in its entirety as set forth in EXHIBIT A hereto (the "RESTATED CREDIT AGREEMENT"). From and after the effectiveness of such amendment and restatement, the terms "Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof" and words of similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Current Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term "Credit <Page> 2 Agreement", as used in the other Loan Documents, shall mean the Restated Credit Agreement. (b) All B Term Loans, Revolving Loans, Swingline Loans and Letters of Credit outstanding under the Current Credit Agreement on the Restatement Effective Date shall continue to be outstanding under the Restated Credit Agreement and the terms of the Restated Credit Agreement will govern the rights of the Lenders and the Issuing Bank with respect thereto. (c) Except as otherwise provided in the Restated Credit Agreement, on and after the Restatement Effective Date, all exhibits and schedules to the Current Credit Agreement shall continue to constitute the exhibits and schedules to the Restated Credit Agreement in their entirety. SECTION 2. AMENDMENT AND RESTATEMENT OF THE SECURITY AGREEMENT. (a) Each Lender that delivers a signed counterpart to this Agreement hereby consents to the amendment and restatement, on the Restatement Effective Date, of the Security Agreement referred to in the Current Credit Agreement, as previously amended (the "CURRENT SECURITY AGREEMENT"), to read in its entirety as set forth in EXHIBIT B hereto (the "RESTATED SECURITY AGREEMENT"). From and after the effectiveness of such amendment and restatement, the terms "Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof" and words of similar import, as used in the Restated Security Agreement, shall, unless the context otherwise requires, refer to the Current Security Agreement as amended and restated in the form of the Restated Security Agreement, and the term "Security Agreement", as used in the other Loan Documents, shall mean the Restated Security Agreement. (b) All Security Interests (as such term is defined in the Current Security Agreement) existing under the Current Security Agreement on the Restatement Effective Date shall continue to exist under the Restated Security Agreement and the terms of the Restated Security Agreement will govern the rights of the Collateral Agent and the Secured Parties (as such term is defined in the Current Security Agreement) with respect thereto. (c) Except as otherwise provided in the Restated Security Agreement, on and after the Restatement Effective Date, all schedules and annexes to the 226759	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Amendment and Restatement Agreement: Chase Manhattan Bank) – amended (the "CURRENT CREDIT AGREEMENT"), among the Company, the Borrowing Subsidiaries, the lenders referred to therein, JPMorgan Chase Bank (as successor to The Chase Manhattan Bank) , as administrative agent, and Goldman Sachs Credit Partners L.P., as syndication agent, as in effect on the date hereof. Capitalized terms _____________ CHASE MANHATTAN BANK) – DATED MAY 17, 2001, AMONG IMC GLOBAL, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK (SUCCESSOR TO THE CHASE MANHATTAN BANK) , AS ADMINISTRATIVE AGENT, AND GOLDMAN SACHS CREDIT PARTNERS L.P., AS SYNDICATION AGENT. Name of Institution: Black Diamond CLO [illegible]-1 LTD. ----------------------------------- _____________ CHASE MANHATTAN BANK) – DATED MAY 17, 2001, AMONG IMC GLOBAL, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK (SUCCESSOR TO THE CHASE MANHATTAN BANK) , AS ADMINISTRATIVE AGENT, AND GOLDMAN SACHS CREDIT PARTNERS L.P., AS SYNDICATION AGENT. Name of Institution: Morgan Stanley Prime Income Trust ----------------------------------- by / _____________ CHASE MANHATTAN BANK) – DATED MAY 17, 2001, AMONG IMC GLOBAL, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK (SUCCESSOR TO THE CHASE MANHATTAN BANK) , AS ADMINISTRATIVE AGENT, AND GOLDMAN SACHS CREDIT PARTNERS L.P., AS SYNDICATION AGENT. Name of Institution: Blue Square Funding Series 3 ----------------------------------- By: _____________ CHASE MANHATTAN BANK) – DATED MAY 17, 2001, AMONG IMC GLOBAL, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK (SUCCESSOR TO THE CHASE MANHATTAN BANK) , AS ADMINISTRATIVE AGENT, AND GOLDMAN SACHS CREDIT PARTNERS L.P., AS SYNDICATION AGENT. Name of Institution: EMERALD ORCHARD LIMITED ----------------------------------- by /s/ SUSAN _____________ dt 102280 ; IMC Global IMC Global, Inc. ( Chemical Manufacturing ) As referenced in this Amendment and Restatement Agreement: IMC GLOBAL – 4.1 EXECUTION COPY AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 21, 2003, among IMC GLOBAL INC. (the "COMPANY"), PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP ("PLP"), IMC PHOSPHATES COMPANY (together with PLP, IMC GLOBAL – executed by their respective authorized officers as of the day and year first written above. IMC GLOBAL INC., by /s/ E. PAUL DUNN, JR. ------------------------------------ Name: E. Paul Dunn, Jr. Title: Vice President, IMC Global – Paul Dunn, Jr. Title: Vice President, Finance and Treasurer PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP, By: IMC Global Inc., its Administrative Managing General Partner, by /s/ E. PAUL DUNN, JR. ------------------------------------ Name: E. Paul IMC GLOBAL, – OF FEBRUARY 21, 2003, IN RESPECT OF THE CREDIT AGREEMENT, DATED MAY 17, 2001, AMONG IMC GLOBAL, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK (SUCCESSOR IMC GLOBAL, – OF FEBRUARY 21, 2003, IN RESPECT OF THE CREDIT AGREEMENT, DATED MAY 17, 2001, AMONG IMC GLOBAL, INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK (SUCCESSOR dt 58077 ; PRP Phosphate Resource Partners LP ( Commodities ) ;	Bank of Ireland Bank of Ireland ( Regional Banks ) As referenced in this Amendment and Restatement Agreement: Bank of Ireland – MANHATTAN BANK), AS ADMINISTRATIVE AGENT, AND GOLDMAN SACHS CREDIT PARTNERS L.P., AS SYNDICATION AGENT. Name of Institution: The Governor & Company of the Bank of Ireland ----------------------------------- by /s/ GERALDINE HANNON ------------------------ Name: Geraldine Hannon Title: Authorized Signatory /s/ MAURICE FITZGERALD ------------------------ Name: Maurice Fitzgerald Title: Authorized Signatory <Page> _____________ dt 238235 ; Bankers Trust Bankers Trust Co. ( Regional Banks ) As referenced in this Amendment and Restatement Agreement: Bankers Trust – Name of Institution: Blue Square Funding Series 3 ----------------------------------- By: Deutsche Bank Trust Co. Americans FKA Bankers Trust Co. by /s/ SUSAN ANDERSON ------------------------ Name: Susan Anderson Title: Assistant Vice Pesident <Page> dt 44481 ; More...
$37	Preview Full Doc	2002	Amendment and Restatement Agreement Amendment and Restatement Agreement (24K) Doc #353969: Click preview link for longer preview. AMENDMENT AND RESTATEMENT AGREEMENT dated as of May 8, 2002 (this "Amendment Agreement"), among ALLIANT TECHSYSTEMS INC., a Delaware corporation (the "Company"); the borrowing subsidiaries party hereto (each, a "Borrowing Subsidiary" and collectively with the Company, the "Borrowers"); the Lenders party hereto; and JPMORGAN CHASE BANK, as Administrative Agent, under the Amended and Restated Credit Agreement dated as of April 20, 2001, among the Company, the lenders referred to therein and the Administrative Agent, as in effect on the date hereof (the "Credit Agreement"). WHEREAS, the Borrowers have requested, and the requisite Lenders and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that (a) the Lenders extend credit in the form of Tranche C Term Loans on the Amendment Effectiveness Date (as defined below), in an aggregate principal amount not in excess of $525,000,000 and (b) the Credit Agreement be amended and restated as provided herein; NOW, THEREFORE, each Borrower, each of the undersigned Lenders and the Administrative Agent hereby agree as follows: SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement referred to below. As used in this Amendment Agreement, "Required Revolving Lenders" shall mean, at any time, Revolving Lenders having Revolving Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Exposures and unused Commitments at such time. The Obligations in respect of the Tranche C Term Loans constitute "Designated Senior Indebtedness" under and as defined in the Senior Subordinated Note Indenture. SECTION 2. Amendment Effectiveness Date. (a) The transactions provided for in Sections 3 through 5 hereof shall be consummated at a closing to be held on the Amendment Effectiveness Date at the offices of Cravath, Swaine & Moore, or at such other time and place as the parties hereto shall agree upon. (b) The "Amendment Effectiveness Date" shall be specified by the Company, and shall be a date not later than May 30, 2002, as of which all the conditions set forth or referred to in Section 6 hereof shall have been satisfied. The Company shall give not less than one Business Day's written notice proposing a date as the Amendment Effectiveness Date to the Administrative Agent, which shall send copies of such notice to the Lenders. This Amendment Agreement shall terminate at 5:00 p.m., New York City time, on May 30, 2002, if the Amendment Effectiveness Date shall not have occurred at or prior to such time. SECTION 3. Tranche C Term Loans; Prepayment of Tranche B Term Loans. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make a Tranche C Term Loan to the Company on the Amendment Effectiveness Date in a principal amount not exceeding the Tranche C Term Loan Commitment set forth for such Lender on Schedule 3 hereto. (b) The Company hereby irrevocably directs the Administrative Agent pursuant to Section 2.11(a) of the Credit Agreement to apply all the proceeds of the Tranche C Term Loans immediately upon the receipt thereof to prepay all the outstanding principal of the Tranche B Term Loans together with all accrued interest thereon until no portion of any Tranche B Term Loan remains outstanding and to deposit any remaining proceeds of the Tranche C Term Loans in the account with the Administrative Agent most recently designated by the Company for the deposit of the proceeds of Borrowings under Section 2.06(a) of the Credit Agreement. (c) The Company agrees that if any Lender shall default in the payment of any amount due from it under this Section, the Company shall promptly pay the defaulted amount (to the extent advanced by the Administrative Agent on behalf of such defaulting Lender) to the Administrative Agent, together with interest on such amount at the Alternate Base Rate from the Amendment Effectiveness Date to the date of payment. Upon any such payment by the Company, the Company shall have the right, at the defaulting Lender's expense, upon notice to the defaulting Lender and to the Administrative Agent, to require such defaulting Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04 of the Restated Credit Agreement) all its interests, rights and obligations under the Restated Credit Agreement to another financial institution which shall assume such interests, rights and obligations; provided that (A) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (B) the assignee shall pay to the defaulting Lender, in immediately available funds on the date of such assignment, the outstanding principal of and interest accrued to the date of payment on the Loans made or deemed made by such defaulting Lender under the Restated Credit Agreement, if any, and all other amounts accrued for such defaulting Lender's account or owed to it under the Restated Credit Agreement. SECTION 4. Amendment and Restatement of the Credit Agreement; Loans and Letters of Credit. (a) Effective immediately after the prepayment of the Tranche B Term Loans under Section 3 above, and without further action by any Person, the Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the "Restated Credit Agreement"), and the Administrative Agent is hereby directed to enter into such Loan Documents and to take such other actions as may be required to give effect to the transactions contemplated hereby. From and after the effectiveness of such amendment and restatement, the terms "Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof" and words of similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term "Credit Agreement", as used in the Loan Documents, shall mean the Restated Credit Agreement. (b) All Revolving Loans and Letters of Credit outstanding under the Credit Agreement shall continue to be outstanding under the Restated Credit Agreement and the terms of the Restated Credit Agreement will govern the rights of the Lenders and the Issuing Banks with respect thereto. SECTION 5. Fees and Expenses. On the Amendment Effectiveness Date, on or before the effectiveness of the Restated Credit Agreement, the Company shall pay to the Administrative Agent (a) for its own account, all fees and other amounts owed to it, in connection with this Agreement and the transactions contemplated hereby, under any agreement or instrument between it and the Company as of the Amendment Effectiveness Date and (b) for the account of each applicable payee, all expenses due and payable on or before the Amendment Effectiveness Date in connection with the Loan Documents to be delivered on the Amendment Effectiveness Date or otherwise in connection with this Agreement and the transactions contemplated hereby, including, without limitation, the reasonable fees and expenses accrued and invoiced through the Amendment Effectiveness Date of Cravath, Swaine & Moore, counsel for the Administrative Agent. SECTION 6. Conditions. The consummation of the transactions set forth in Sections 3 through 5 of this Amendment Agreement shall be subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each Borrower, each Tranche C Term Lender and Revolving Lenders constituting the Required Revolving Lenders either (i) counterparts of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed counterparts of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effectiveness Date) of each of (i) Jones, Day, Reavis & Pogue, special counsel for the Borrowers, substantially in the form of Exhibit B-1, and (ii) Ann D. Davidson, Vice President and General Counsel of the Company, substantially in the form of Exhibit B-2, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the 353969	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Amendment and Restatement Agreement: CHASE MANHATTAN BANK – J. Murphy Title: Chief Executive Officer 4 JPMORGAN CHASE BANK, individually and as Administrative Agent and Swingline Lender, by /s/ JOHN C. RIORDAN Name: John C. Riordan Title: Vice President CHASE MANHATTAN BANK DELAWARE, as an Issuing Bank, by /s/ JOHN C. RIORDAN Name: John C. Riordan Title: Vice President REVOLVING LENDERS: JPMORGAN CHASE BANK, by /s/ JOHN C. RIORDAN Name: John C. _____________ dt 742699 ; Alliant Alliant Techsystems Inc. ( Defense ) As referenced in this Amendment and Restatement Agreement: ALLIANT TECHSYSTEMS INC – 4.7.3 QuickLinks -- Click here to rapidly navigate through this document Exhibit 4.7.3 AMENDMENT AND RESTATEMENT AGREEMENT dated as of May 8, 2002 (this "Amendment Agreement"), among ALLIANT TECHSYSTEMS INC ., a Delaware corporation (the "Company"); the borrowing subsidiaries party hereto (each, a "Borrowing Subsidiary" and collectively with the Company, the "Borrowers"); the Lenders party hereto; and JPMORGAN CHASE BANK, _____________ ALLIANT TECHSYSTEMS INC – NEW YORK. (B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 10.10 OF THE RESTATED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN. ALLIANT TECHSYSTEMS INC ., by /s/ ERIC S. RANGEN Name: Eric S. Rangen Title: Vice President & Chief Financial Officer ALLIANT AMMUNITION SYSTEMS COMPANY LLC, by /s/ DANIEL J. MURPHY Name: Daniel J. _____________ dt 1483070 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Amendment and Restatement Agreement: BANK OF NEW YORK, – PLC, by /s/ JOHN FARRACE Name: John Farrace Title: Senior Vice President by /s/ VAUGHN BUCK Name: Vaughn Buck Title: Vice President THE BANK OF NEW YORK, by /s/ JOHN-PAUL MAROTTA Name: John-Paul Marotta Title: Vice President 5 BNP PARIBAS, by /s/ STEPHANIE ROGERS Name: Stephanie Rogers _____________ dt 708507 ;	Comerica Bank Comerica Bank ( Regional Banks ) As referenced in this Amendment and Restatement Agreement: COMERICA BANK, – P. HELKOWSKI Name: Duane P. Helkowski Title: Director BOEING CAPITAL CORPORATION, by /s/ ROBERT W. GORDON Name: Robert W. Gordon Title: Vice President COMERICA BANK, by /s/ TIMOTHY O'ROURKE Name: Timothy O'Rourke Title: Vice President CRDIT INDUSTRIEL ET COMMERCIAL, by /s/ BRIAN O'LEARY Name: _____________ COMERICA BANK, – BNP PARIBAS, by /s/ STEPHANIE ROGERS Name: Stephanie Rogers Title: Vice President by /s/ DUANE P. HELKOWSKI Name: Duane P. Helkowski Title: Director COMERICA BANK, by /s/ TIMOTHY O'ROURKE Name: Timothy O'Rourke Title: Vice President CRDIT INDUSTRIEL ET COMMERCIAL, by /s/ SEAN MOUNIER Name: Sean _____________ dt 720069 ; Fleet National Fleet National Bank ( Financial ) As referenced in this Amendment and Restatement Agreement: FLEET NATIONAL BANK, – Vice President Senior Relationship Manager 6 ERSTE BANK, by /s/ JOHN FAY Name: John Fay Title: Vice President by /s/ JOHN S. RUNNION Name: John S. Runnion Title: Managing Director FLEET NATIONAL BANK, by /s/ DEBORAH A. DOBBINS Name: Deborah A. Dobbins Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION, by /s/ GREGORY HONG Name: Gregory Hong Title: Duly Authorized Signatory MELLON BANK, _____________ dt 759399 ; More...
$49	Full Doc	2001	Amendment and Waiver Amendment and Waiver (48K) Doc #259580: This document is immediately available for purchase, but does not have a preview available for viewing. AMENDMENT AND WAIVER AMENDMENT AND WAIVER dated as of December 20, 2000 (the "Amendment and Waiver") to the CREDIT AGREEMENT (as defined below), among VENTAS REALTY, LIMITED PARTNERSHIP (the "Borrower"), the Guarantors referred to in the Credit Agreement (the "Guarantors"), BANK OF AMERICA, N.A., as a Lender, Issuing Bank and as Administrative Agent for the Lenders under the Credit Agreement (in such capacity, the "Administrative Agent"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Lender and as Documentation Agent for the Lenders under the Credit Agreement (in such capacity, the "Documentation Agent" and, together with the Administrative Agent, the "Agents") and the Consenting Lenders (as defined below). WITNESSETH: WHEREAS, the Borrower, the Guarantors, each of the financial institutions from time to time party thereto as lenders (together with their successors and assigns, the "Lenders") and the Agents are parties to that certain Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of April 29, 1998, as amended and restated as of January 31, 2000 (as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"); and WHEREAS, the Borrower has advised the Agents and the Lenders that the Vencor Effective Date (as defined in the Credit Agreement) may not occur on or before December 31, 2000, as provided in Section 7(p) of the Credit Agreement; and WHEREAS, the Borrower has requested that the Lenders agree (i) to amend the Credit Agreement to extend the date set forth in Section 7(p) of the Credit Agreement from December 31, 2000 to March 31, 2001, (ii) to grant the Borrower an option for up to a three-month extension of the date set forth in Section 7(p) of the Credit Agreement, which, if exercised by the Borrower, would extend such date until no later than June 30, 2001 and (iii) to waive any Default or Event of Default under the Credit Agreement that might arise from any failure of the Vencor Effective Date to occur on or before December 31, 2000; and WHEREAS, subject to the terms and conditions hereof, the Lenders are willing to grant an amendment and waiver, but only upon the terms and conditions set forth herein. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Definitions. Unless otherwise defined herein, all defined ----------- terms that are defined in the Credit Agreement shall have the same meanings when used herein. -1- {PAGE} SECTION 2. Waiver. The Lenders hereby waive any Default or Event of ------ Default that might arise under Section 7(p) of the Credit Agreement solely as a result of the failure of the Vencor Effective Date to have occurred on or before December 31, 2000. SECTION 3. Amendments to Credit Agreement. ------------------------------ (A) Section 1 of the Credit Agreement is hereby amended by adding thereto in the appropriate alphabetical order the following definitions: "Consenting Lender" shall have the meaning given such term in the December 2000 Amendment and Waiver. "December 2000 Amendment and Waiver" shall mean that certain Amendment and Waiver dated as of December 20, 2000, among the Credit Parties, the Agents and the Consenting Lenders. (B) The definition of "Excess Cash" in Section 1 of the Credit Agreement is hereby amended by deleting clauses (b) and (c) thereof in their entirety and replacing them with the following: (b) the $15,000,000 mandatory repayment of the Tranche A Loans pursuant to clause (iii) of Section 2.4(a) and the $20,000,000 mandatory repayment of Tranche B Loans pursuant to clause (i) of Section 2.4(b), in each case to the extent not previously paid; (c) amounts payable in cash with respect to the Minimum REIT Dividend for (x) 2000 and (y) without any duplication, the portion of 2001 then expired and the current quarter of Ventas' taxable year, in each case to the extent not previously paid and for which a certificate described in Section 5.1(k) hereof shall have been timely delivered to the Administrative Agent; (C) Section 2.4(a) of the Credit Agreement is hereby amended in its entirety to read as follows: (a) The Tranche A Loans shall be payable as follows (subject to acceleration as provided in Article 7 hereof): (i) a principal payment in the amount of $50,000,000 shall be due on the Closing Date; (ii) a principal payment in the amount of $35,000,000 shall be due on the "Effective Date" (as such term defined in the December 2000 Amendment and Waiver); (iii) a principal payment in the amount of $15,000,000 shall be due on the earlier of (A) March 31, 2001 or (B) the date -2- {PAGE} which is thirty (30) days after the Vencor Effective Date, together with the principal payment referred to in clause (i) of Section 2.4(b) below, it being understood that if such payment is made on the date which is thirty (30) days after the Vencor Effective Date (as provided in clause (B) above), such payment shall also be made together with the principal payment referred to in clause (ii) of Section 2.4(b) below and the Borrower shall deliver to the Agents a certificate substantially in the form of Exhibit E hereto, signed by the chief financial officer of Ventas, as the general partner of the Borrower, setting forth in reasonable detail the calculation of Excess Cash; and (iv) a principal payment in the amount of the remaining outstanding amount of the Tranche A Loans shall be due on the Tranche A Maturity Date. So long as no Event of Default shall have occurred and then be continuing, the foregoing payments of the Tranche A Loans shall be applied in the order of maturity thereof and if an Event of Default has occurred and is then continuing, such payments shall be applied in the inverse order of maturity thereof. The Tranche A Loans shall be subject to mandatory prepayment as provided in Section 2.8 hereof. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Lenders holding the Tranche A Loans the then aggregate 259580	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Amendment and Waiver: CHASE MANHATTAN BANK – 2000-1, LTD. By: -------------------------------------- Name: Title: BLACK DIAMOND INTERNATIONAL FUNDING LTD. By: -------------------------------------- Name: Title: -12- {PAGE} CHASE SECURITIES INC. as agent for THE CHASE MANHATTAN BANK By: /s/ John Abate -------------------------------------- Name: John Abate Title: COMERICA BANK By: /s/ John F. Regan -------------------------------------- Name: John F. Regan Title: Vice President _____________ dt 129459 ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Amendment and Waiver: BEAR, STEARNS & CO. – A. Cocozza -------------------------------------- Name: Betty A. Cocozza Title: Vice President BANKERS TRUST COMPANY By: /s/ Annemarie Reilly-Papazoglou -------------------------------------- Name: Annemarie Reilly-Papazoglou Title: Director BEAR, STEARNS & CO. INC. By: /s/ John E. McDermott -------------------------------------- Name: John E. McDermott Title: Senior Managing Director BLACK DIAMOND CLO 1998-1, LTD. By: -------------------------------------- Name: _____________ dt 130014 ; Ventas Ventas, Inc. ( Real Estate ) As referenced in this Amendment and Waiver: Ventas, Inc – Amendment and Waiver to be duly executed as of the day and the year first above written. BORROWER: VENTAS REALTY, LIMITED PARTNERSHIP By: Ventas, Inc ., its General Partner By: /s/ T. Richard Riney -------------------------------------- Name: T. Richard Riney Title: Executive Vice President and General Counsel GUARANTORS: VENTAS, INC. _____________ VENTAS, INC – By: Ventas, Inc., its General Partner By: /s/ T. Richard Riney -------------------------------------- Name: T. Richard Riney Title: Executive Vice President and General Counsel GUARANTORS: VENTAS, INC . By: /s/ T. Richard Riney -------------------------------------- Name: T. Richard Riney Title: Executive Vice President and General Counsel VENTAS LP REALTY, L.L.C. _____________ Ventas, Inc – By: /s/ T. Richard Riney -------------------------------------- Name: T. Richard Riney Title: Executive Vice President and General Counsel VENTAS LP REALTY, L.L.C. By: Ventas, Inc ., its Sole Member By: /s/ T. Richard Riney -------------------------------------- Name: T. Richard Riney Title: Executive Vice President and General Counsel LENDERS: BANK OF _____________ dt 133567 ;	AmSouth Bank AmSouth Bank ( Financial ) As referenced in this Amendment and Waiver: AMSOUTH BANK – L.P. By: Angelo, Gordon & Co., L.P., as Investment Adviser By: /s/ Jeffrey H. Aronson -------------------------------------- Name: Jeffrey H. Aronson Title: Authorized Signatory AMSOUTH BANK OF ALABAMA By: -------------------------------------- Name: Title: APPALOOSA INVESTMENT LIMITED PARTNERSHIP I By: /s/ James E. Bolin -------------------------------------- Name: James E. Bolin Title: Vice President BANK _____________ dt 215644 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Amendment and Waiver: BANK OF AMERICA, N.A. – the CREDIT AGREEMENT (as defined below), among VENTAS REALTY, LIMITED PARTNERSHIP (the "Borrower"), the Guarantors referred to in the Credit Agreement (the "Guarantors"), BANK OF AMERICA, N.A. , as a Lender, Issuing Bank and as Administrative Agent for the Lenders under the Credit Agreement (in such capacity, the "Administrative Agent"), _____________ BANK OF AMERICA, NA – By: Ventas, Inc., its Sole Member By: /s/ T. Richard Riney -------------------------------------- Name: T. Richard Riney Title: Executive Vice President and General Counsel LENDERS: BANK OF AMERICA, NA , individually, as Issuing Bank and as Administrative Agent By: /s/ Jay T. Wampler -------------------------------------- Name: Jay T. Wampler Title: Managing Director -10- {PAGE} _____________ dt 140394 ; Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Amendment and Waiver: (BANK OF MONTREAL) – H. Davidson & Co., General Partner By: /s/ Thomas L. Kempner, Jr. -------------------------------------- Name: Thomas L. Kempner, Jr. Title: General Partner FC CBO II LTD.(BANK OF MONTREAL) By: /s/ Mike McCarthy -------------------------------------- Name: Mike McCarthy Title: Manager FERNWOOD ASSOCIATES LP By: /s/ Thomas Berger -------------------------------------- Name: Thomas Berger Title: General Partner _____________ dt 243078
$35	Preview Full Doc	2002	Amendment and Waiver Amendment and Waiver (41K) Doc #420401: Click preview link for longer preview. 364-Day AMENDMENT AND WAIVER AMENDMENT AND WAIVER, dated as of November 28, 2001 (this "Amendment and Waiver"), to the Credit Agreement, dated as of July 2, 2001 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among INGERSOLL-RAND COMPANY, a New Jersey corporation (the "Borrower"), the several banks and other financial institutions from time to time parties to the Credit Agreement (the "Banks"), THE CHASE MANHATTAN BANK, as administrative agent (in such capacity, the "Administrative Agent"), CITIBANK N.A. and DEUTSCHE BANC ALEX. BROWN INC., as co- syndication agents and THE BANK OF NOVA SCOTIA and BANK OF TOKYO MITSUBISHI TRUST COMPANY, as co-documentation agents. W I T N E S S E T H: WHEREAS, the Borrower has requested certain amendments to, and waivers of, the Credit Agreement; NOW THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 2. Amendments to Section 1.1 (Definitions). (a) Section 1.1 of the Credit Agreement is hereby amended by adding thereto in proper alphabetical order the following defined term: "IR Parent" means Ingersoll-Rand Company Limited, a Bermuda company. (b) The definitions of "Consolidated Debt", "Consolidated Net Worth", "Consolidated Subsidiary", "Debt" and "Material Adverse Effect" are hereby amended by replacing the references to "Borrower" therein with "IR Parent". (c) The definition of "Cross Default" is hereby amended by (i) inserting immediately after the first appearance of the word "Borrower" therein the words "or IR Parent" and (ii) by inserting immediately after the word "Borrower" in each of clauses (i) and (ii) thereof the words ", IR Parent". (d) The definition of "Lien" is hereby amended by inserting immediately after the word "Borrower" therein the words ", IR Parent". (e) The definition of "Material Debt" is hereby amended by (i) inserting immediately after the word "Borrower" in clause (ii) thereof the words ", IR Parent" and (ii) deleting the word "its" appearing in clause (ii) thereof and inserting in lieu thereof the words "their respective". (f) The definition of "Subsidiary" is hereby amended by inserting immediately before the period therein "or by IR Parent, as applicable". 3. Amendment to Section 1.2 (Accounting Terms and Determinations). Section 1.2 is hereby amended by (i) replacing both occurrences of the words "the Borrower's" therein with the words "IR Parent's" and (ii) replacing the first occurrence of the words "the Borrower" therein with the words "IR Parent". 4. Amendment to Section 1.3 (Types of Borrowings). Section 1.3 is hereby amended by inserting immediately after the word "Borrower" therein the phrase "or IR Parent". 5. Representations and Covenants. Notwithstanding any provisions of the Credit Agreement to the contrary, each covenant, representation and warranty therein made by the Borrower and/or its Subsidiaries under Sections IV and V is hereby deemed, from and after the effectiveness hereof, also to be covenants, representations and warranties made by IR Parent and its Subsidiaries to the same extent as if each such reference to the Borrower and/or its Subsidiaries were also references to IR Parent and/or its Subsidiaries, and such amendments to the Credit Agreement shall be deemed to be made, including, as appropriate, to defined terms used in such provisions, as are necessary to effectuate the foregoing, provided that (i) the reference to the Borrower's incorporation in New Jersey shall, as so deemed to apply to IR Parent, be a reference in respect of IR Parent to the laws of Bermuda, (ii) the references in Section 4.4(a) and (b) to previously delivered financial statements of the Borrower shall not be so deemed also to refer to IR Parent, (iii) Section 4.5 (Litigation) shall be deemed not to refer to the Borrower, but only to IR Parent, (iv) Section 4.6 (Compliance with ERISA) shall not be deemed also to apply to IR Parent, (v) Section 4.7 (Environmental Matters) shall be deemed not to refer to the Borrower, but only to IR Parent, so that the representations and warranties made therein with respect to environmental matters shall be made by IR Parent and not the Borrower, (vi) the first sentence of Section 4.8 (Taxes) shall not be deemed also to apply to IR Parent, and the reference in the second sentence thereof to U.S. tax returns shall, as so deemed to apply to IR Parent, be a reference in respect of IR Parent to Bermuda tax returns, (vii) Section 5.1(a), (b), (c), (e) and (f) shall be deemed not to refer to the Borrower, but only to IR Parent, so that the financial statements, the related compliance certificate, the reports, proxy statements and Securities and Exchange Commission filings referred to therein shall be required in respect of IR Parent and not the Borrower, (viii) Section 5.1(g) shall not be deemed also to apply to IR Parent and (ix) Section 5.2(a) shall be deemed not to refer to the Borrower, but only to IR Parent, so that covenant made therein with respect to the maintenance of property shall be made by IR Parent and not the Borrower. 420401	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Amendment and Waiver: CHASE MANHATTAN BANK, – Agreement"), among INGERSOLL-RAND COMPANY, a New Jersey corporation (the "Borrower"), the several banks and other financial institutions from time to time parties to the Credit Agreement (the "Banks"), THE CHASE MANHATTAN BANK, as administrative agent (in such capacity, the "Administrative Agent"), CITIBANK N.A. and DEUTSCHE BANC ALEX. BROWN INC., as co- syndication agents and THE BANK OF NOVA SCOTIA and _____________ CHASE MANHATTAN BANK, – by their duly authorized officers as of the date first written above. INGERSOLL-RAND COMPANY By: /S/_________________________ Name: Title: INGERSOLL-RAND COMPANY LIMITED By: /S/___________________________ Name: Title: THE CHASE MANHATTAN BANK, as Administrative Agent and as a Bank By: /S/___________________________ Name: Title: CITIBANK, N.A., as Co-Syndication Agent and as a Bank By: /S/___________________________ Name: Title: THE _____________ dt 1425633 ; Citibank Citibank, NA As referenced in this Amendment and Waiver: CITIBANK N.A. – several banks and other financial institutions from time to time parties to the Credit Agreement (the "Banks"), THE CHASE MANHATTAN BANK, as administrative agent (in such capacity, the "Administrative Agent"), CITIBANK N.A. and DEUTSCHE BANC ALEX. BROWN INC., as co- syndication agents and THE BANK OF NOVA SCOTIA and BANK OF TOKYO MITSUBISHI TRUST COMPANY, as co-documentation agents. W I _____________ CITIBANK, N.A. – By: /S/_________________________ Name: Title: INGERSOLL-RAND COMPANY LIMITED By: /S/___________________________ Name: Title: THE CHASE MANHATTAN BANK, as Administrative Agent and as a Bank By: /S/___________________________ Name: Title: CITIBANK, N.A. , as Co-Syndication Agent and as a Bank By: /S/___________________________ Name: Title: THE BANK OF NOVA SCOTIA, as Co- Documentation Agent and as a Bank By: /S/___________________________ _____________ dt 1478458 ; Ingersoll-Rand Ingersoll-Rand Co. Ltd. ;	Ingersoll-Rand Ingersoll-Rand Co. Ltd. ( Auto & Truck Manufacturers ) ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Amendment and Waiver: BANK OF AMERICA, N.A. – Title: DEUTSCHE BANK AG NEW YORK BRANCH and/or CAYMAN ISLANDS BRANCH By: /S/___________________________ Name: Title: By: /S/___________________________ Name: Title: FLEET NATIONAL BANK By: /S/___________________________ Name: Title: BANK OF AMERICA, N.A. By: /S/___________________________ Name: Title: CREDIT SUISSE FIRST BOSTON By: /S/___________________________ Name: Title: By: /S/___________________________ Name: Title: WACHOVIA BANK, N.A. By: /S/___________________________ Name: Title: BARCLAYS _____________ dt 1554302 ; More...
$83	Preview Full Doc	2003	Amendment Agreement Amendment Agreement (479K) Doc #247213: Click preview link for longer preview. AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT, dated as of December 6, 2002 (this "Amendment Agreement"), is made by and among DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (the "Parent"), DTG OPERATIONS, INC., formerly known as DOLLAR RENT A CAR SYSTEMS, INC., an Oklahoma corporation ("Operations"), THRIFTY RENT-A-CAR SYSTEM, INC., an Oklahoma corporation ("Thrifty," and, together with Operations, the "Subsidiary Borrowers"; the Parent and the Subsidiary Borrowers being collectively referred to herein as the "Borrowers"), various financial institutions parties hereto (collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as the administrative agent (in such capacity, the "Administrative Agent") for the Lenders, JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank, "Chase"), as the syndication agent (in such capacity, the "Syndication Agent") and, together with the Administrative Agent, the "Agents") for the Lenders. W I T N E S S E T H: ------------------- WHEREAS, the Borrowers, the Lenders, the Administrative Agent and the Syndication Agent are parties to an Amended and Restated Credit Agreement, dated as of August 3, 2000 (as amended and in effect immediately prior to the Amendment Effective Date, the "Amended and Restated Credit Agreement", and together with all of the Loan Documents (as defined therein and in effect immediately prior to the Amendment Effective Date), the "Original Loan Documents"); WHEREAS, the Parent desires to reorganize certain of its operations and Subsidiaries (the "Corporate Reorganization") pursuant to which reorganization it will seek (i) to combine the operation of its "Thrifty" vehicle rental locations in the United States, which are currently conducted by TRAC Team, Inc., an Oklahoma corporation, with the operation of its "Dollar" vehicle rental locations in the United States in one entity, DTG Operations, Inc., formerly known as Dollar Rent A Car Systems, Inc., and the current operator of the "Dollar" vehicle rental business and (ii) establish a new Wholly-Owned Subsidiary, Dollar Rent A Car, Inc., an Oklahoma corporation ("New Dollar"), that will franchise the "Dollar" vehicle rental business to third parties (with Thrifty Rent-A-Car System, Inc. continuing to conduct the franchising of the "Thrifty" vehicle rental business); and WHEREAS, in connection with the foregoing and in order to provide for certain clarifications and modifications, the Borrowers have requested that the Lenders amend and restate the Amended and Restated Credit Agreement, all as provided in the Second Amended and Restated Credit Agreement attached hereto as Annex I; 1 {PAGE} NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Certain Definitions. The following terms (whether or not underscored) when used in this Amendment Agreement shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof): "Administrative Agent" is defined in the preamble. "Agents" are defined in the preamble. "Amended and Restated Credit Agreement" is defined in the first recital. "Amendment Agreement" is defined in the preamble. "Amendment Effective Date" is defined in Section 3.1. "Borrowers" are defined in the preamble. "Chase" is defined in the preamble. "Corporate Reorganization" is defined in the second recital. "Credit Suisse First Boston" is defined in the preamble. "Lenders" are defined in the preamble. "New Dollar" is defined in the second recital. "Operations" is defined in the preamble. "Original Loan Documents" are defined in the first recital. "Original Security Documents" are defined in Section 4.5. "Parent" is defined in the preamble. "Second Amended and Restated Credit Agreement" is defined in Section 2.1. "Subsidiary Borrowers" are defined in the preamble. "Syndication Agent" is defined in the preamble. 2 {PAGE} "Thrifty" is defined in the preamble. SECTION 1.2. Other Definitions. Unless otherwise defined or the context otherwise requires, terms used in this Amendment Agreement, including its preamble and recitals, have the meanings provided in the Second Amended and Restated Credit Agreement. ARTICLE II AMENDMENT AND RESTATEMENT; WAIVER SECTION 2.1. Amendment and Restatement. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Amended and Restated Credit Agreement (other than, except for Exhibit K and Item 7.8 of the Disclosure Schedule, the Exhibits and Schedules thereto) shall be and is hereby amended and restated to read in its entirety as set forth in Annex I hereto (as set forth in such Annex I, the "Second Amended and Restated Credit Agreement"), and as so amended and restated is hereby ratified, approved and confirmed in each and every respect. The rights and obligations of the parties to the Second Amended and Restated Credit Agreement with respect to the period prior to the occurrence of the Amendment Effective Date shall not be affected by such amendment and restatement. SECTION 2.2. Waiver. Subject to the satisfaction of the conditions set forth in Article III herein, the Lenders hereby forever waive compliance by the Borrowers with the provisions of clauses (c) and (e) of Section 8.2.4 of the Amended and Restated Credit Agreement for the fourth Fiscal Quarter of the 2001 Fiscal Year and the first, second and third Fiscal Quarters of the 2002 Fiscal Year. ARTICLE III CONDITIONS TO EFFECTIVENESS SECTION 3.1. Amendment Effective Date. This Amendment Agreement, and the amendments, waivers and modifications set forth herein, shall be and become effective on the date (the "Amendment Effective Date") when each of the conditions set forth in this Article III shall have been fulfilled to the satisfaction of the Administrative Agent on or before December 6, 2002. SECTION 3.2. Resolutions, etc. The Administrative Agent shall have received from each Borrower and New Dollar a certificate, dated the Amendment Effective Date, of the Secretary or Assistant Secretary of such Person as to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Amendment Agreement and each other Loan Document to be executed by it; 247213	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Amendment Agreement: Chase Manhattan Bank, – Suisse First Boston"), as the administrative agent (in such capacity, the "Administrative Agent") for the Lenders, JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank, "Chase"), as the syndication agent (in such capacity, the "Syndication Agent") and, together with the Administrative Agent, the "Agents") for the Lenders. _____________ Chase Manhattan Bank, – Suisse First Boston"), as the administrative agent (in such capacity, the "Administrative Agent") for the Lenders, JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank, "Chase"), as the syndication agent (in such capacity, the "Syndication Agent") and, together with the Administrative Agent, the "Agents") for the Lenders _____________ dt 102549 ; Dollar Thrifty Dollar Thrifty Automotive Group Inc. ( Rental & Leasing ) As referenced in this Amendment Agreement: DOLLAR THRIFTY AUTOMOTIVE GROUP, – AGREEMENT, dated as of December 6, 2002 (this "Amendment Agreement"), is made by and among DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (the "Parent"), DTG OPERATIONS, INC., formerly known as DOLLAR RENT _____________ DOLLAR THRIFTY AUTOMOTIVE GROUP, – by their respective duly authorized officers as of the day and year first above written. DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. By:_____________________________________ Pamela S. Peck Treasurer Address: 5330 East 31st Street Tulsa, OK _____________ DOLLAR THRIFTY AUTOMOTIVE GROUP, – and restating the Amended and Restated Credit Agreement dated as of August 3, 2000) among DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., DTG OPERATIONS, INC. and THRIFTY RENT-A-CAR SYSTEM, INC., as the Borrowers, _____________ DOLLAR THRIFTY AUTOMOTIVE GROUP, – Agreement dated as of August 3, 2000, as amended prior to the date hereof), among DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (the "Parent"), DTG OPERATIONS, INC., formerly known as DOLLAR RENT _____________ dt 74625 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Amendment Agreement: Bank of New York; – is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York; or (b) if such rate is not so published for any day which is _____________ dt 73196 ;	Nova Scotia Bank of Nova Scotia ( Regional Banks ) As referenced in this Amendment Agreement: BANK OF NOVA SCOTIA – Name: Title: S-10 {PAGE} MIDFIRST BANK By:_____________________________________ Name: Title: S-11 {PAGE} THE BANK OF NOVA SCOTIA By:_____________________________________ Name: Title: S-12 {PAGE} ARVEST BANK By:_____________________________________ Name: Title: S- . . . dt 72396 ; Bankers Trust Bankers Trust Co. ( Regional Banks ) As referenced in this Amendment Agreement: Bankers Trust – Base Indenture" means the Base Indenture, dated as of December 13, 1995, between RCFC and Bankers Trust Company, now known as Deutsche Bank Trust Company Americas, as Trustee, as in effect on _____________ Bankers Trust – with GAAP, are set forth opposite the captions "receivables, net" (excluding accounts receivable pledged to Bankers Trust Company, now known as Deutsche Bank Trust Company Americas, as the master collateral agent, or _____________ Bankers Trust – RCFC, Operations and Thrifty, as grantors, the various financing sources and beneficiaries parties thereto, and Bankers Trust Company, now known as Deutsche Bank Trust Company Americas, as master collateral agent, as amended, _____________ dt 73336 ; More...
$50	Preview Full Doc	2000	Amendment Agreement Amendment Agreement (45K) Doc #247318: Click preview link for longer preview. AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT, dated as of August 3, 2000 (this "Amendment Agreement"), is made by and among DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (the "Parent"), DOLLAR RENT A CAR SYSTEMS, INC., an Oklahoma corporation ("Dollar"), THRIFTY RENT-A-CAR SYSTEM, INC., an Oklahoma corporation ("Thrifty," and, together with Dollar, the "Subsidiary Borrowers"; the Parent and the Subsidiary Borrowers being collectively referred to herein as the "Borrowers"), the various financial institutions which are identified as "Continuing Lenders" on the signature pages hereof (collectively, the "Continuing Lenders"), the various financial institutions which are identified as "Non-Continuing Lenders" on the signature pages hereof (collectively, the "Non-Continuing Lenders" and, together with the Continuing Lenders, the "Existing Lenders"), the various financial institutions which are identified as "New Lenders" on the signature pages hereof (collectively, the "New Lenders", and, together with the Continuing Lenders, the "Lenders"), CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as the administrative agent (in such capacity, the "Administrative Agent") for the Lenders, THE CHASE MANHATTAN BANK ("Chase"), as the syndication agent (in such capacity, the "Syndication Agent") and, together with the Administrative Agent, the "Agents") for the Lenders and CREDIT SUISSE FIRST BOSTON and CHASE SECURITIES INC. as the co-arrangers (in such capacities, the "Arrangers"). W I T N E S S E T H: WHEREAS, the Borrowers, the Existing Lenders, the Administrative Agent, the Syndication Agent and the Arrangers are parties to a Credit Agreement, dated as of December 23, 1997 (as amended and in effect immediately prior to the Amendment Effective Date, the "Original Credit Agreement", and together with all of the Loan Documents (as defined therein and in effect immediately prior to the Amendment Effective Date), the "Original Loan Documents"); WHEREAS, the Borrowers have requested that the Existing Lenders amend and restate the Original Credit Agreement and certain of the other Original Loan Documents, all as provided in the Amended and Restated Credit Agreement attached hereto as Annex I; and WHEREAS, (a) each Existing Lender desires, concurrently with the Assignment and Assumption, to sell and assign all of its rights and obligations under the Original Credit Agreement and each other Original Loan Document to each Continuing Lender and New Lender and (b) each such Continuing Lender and New Lender desires to purchase and assume from each such Existing Lender such portion of such rights and obligations in accordance with the terms hereof; and {PAGE} NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Certain Definitions. The following terms (whether or not underscored) when used in this Amendment Agreement shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof): "Administrative Agent" is defined in the preamble. "Agents" is defined in the preamble. ------ -------- "Amended and Restated Credit Agreement" is defined in Section 2.1. ------------------------------------- ----------- "Amendment Agreement" is defined in the preamble. "Amendment Effective Date" is defined in Section 3.1. "Arrangers" are defined in the preamble. --------- -------- "Borrowers" are defined in the preamble. --------- -------- "Chase" are defined in the preamble. ----- -------- "Continuing Lenders" is defined in the preamble. "Credit Suisse First Boston" is defined in the preamble. "Dollar" is defined in the preamble. ------ -------- "Existing Lenders" is defined in the preamble. "Lenders" is defined in the preamble. ------- -------- "New Lenders" is defined in the preamble. "Non-Continuing Lenders" is defined in the preamble. 247318	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Amendment Agreement: CHASE MANHATTAN BANK – Lenders"), CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as the administrative agent (in such capacity, the "Administrative Agent") for the Lenders, THE CHASE MANHATTAN BANK ("Chase"), as the syndication agent (in such capacity, the "Syndication Agent") and, together with the Administrative Agent, the "Agents") for the Lenders _____________ CHASE MANHATTAN BANK, – 212) 325-8304 Attention: Andrea Chicas S-2 2 {PAGE} CREDIT SUISSE FIRST BOSTON, as Issuer By: -------------------------------------------------- Name: Title: By: -------------------------------------------------- Name: Title: THE CHASE MANHATTAN BANK, as the Syndication Agent By: -------------------------------------------------- Name: Title: Address: Facsimile No.: Attention: CHASE SECURITIES INC., as an Arranger By: -------------------------------------------------- Name: Title: Address: Facsimile _____________ CHASE MANHATTAN BANK – No.: Attention: S-3 3 {PAGE} CONTINUING LENDERS: ------------------ CREDIT SUISSE FIRST BOSTON By: -------------------------------------------------- Name: Title: By: -------------------------------------------------- Name: Title: S-4 4 {PAGE} THE CHASE MANHATTAN BANK By: -------------------------------------------------- Name: Title: S-5 5 {PAGE} BANK OF OKLAHOMA, NATIONAL ASSOCIATION By: -------------------------------------------------- Name: Title: