EXHIBIT 10.1
AMENDMENT DATED JUNE 24, 1997 TO AGREEMENT
BETWEEN
COACH USA, INC. AND EXEL MOTORCOACH PARTNERS LLC
Coach USA, Inc. (hereinafter Coach) and Exel Motorcoach Partners LLC
(hereinafter Exel) agree to enter into this Amendment, dated June 24, 1997, to
amend their Agreement dated March 21, 1996.
WHEREAS, pursuant to the Agreement dated March 21, 1996, Coach has paid Exel
aggregate consideration of $503,000 in cash during 1996, as compensation for its
services in connection with the acquisitions of American Bus Lines Inc. and
Pacific Coast Sightseeing Tours; and
WHEREAS, Coach desires to amend and terminate the Agreement dated March 21,
1996. As a result of the development of the Coach acquisition program, Coach and
Exel each believe that Coach no longer needs the services of Exel in its
acquisition program.
IT IS AGREED that Coach will, promptly following the close of business on the
day on which Coach receives satisfactory assurances from regulatory authorities
regarding approval of the next acquisition of a motorcoach business identified
on the List of Motorcoach Businesses in the Agreement dated March 21, 1996 which
acquisition has aggregate consideration in excess of $5 million, pay
compensation to Exel in the amount of $275,000 in cash and grant Exel a warrant
to purchase 100,000 shares of Coach common stock at an exercise price of $26 per
share and the Agreement dated March 21, 1996 will be terminated. Such warrant
will be exercisable beginning six months from, and expire two years after, the
date of issuance. All terms of the warrant are attached hereto as Exhibit A.
Upon payment of this compensation, Coach and Exel will have no remaining
obligations to each other in connection with Coach's acquisitions of motorcoach
businesses and will terminate the Agreement dated March 21, 1996.
Coach USA, Inc. Exel Motorcoach Partners LLC
By: /s/ ILLEGIBLE By: ___________________________
Title: Senior Vice President Title: ________________________
EXHIBIT A
Date: ___________
WARRANTS TO PURCHASE 100,000 SHARES
OF
COMMON STOCK OF COACH USA, INC.
HELD BY
EXEL MOTORCOACH PARTNERS LLC
Pursuant to the Amendment dated June 24, 1997 to Agreement Between Coach
USA, Inc. and Exel Motorcoach Partners LLC (the "Amendment Agreement"), Coach
USA, Inc. ("Coach") hereby grants to Exel Motorocoach Partners LLC ("Exel") the
right to purchase 100,000 shares of common stock of Coach pursuant to the terms
provided for below.
1. WARRANTS. The warrants granted to Exel entitle Exel, or its permitted
assigns, to purchase 100,000 shares of common stock, $.01 par value, of
Coach at an exercise price of $26.00 per share (such warrants to purchase
shares of Coach common stock are hereinafter referred to as the
"Warrants").
2. PERMITTED ASSIGNS. Exel (and Exel's member upon distribution of warrants
by Exel to its members) shall have the right to assign any portion of the
Warrants (a) to ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇
and (b) to anyone else as permitted by law (which assignment can be made
by any of the persons listed in (a) above). Any person or entity that owns
any Warrants is herein referred to as a "Holder." In the event of the
death of any Holder, then such Warrants shall be exercisable by the heirs
of such Holder pursuant to the terms hereunder. IN THE EVENT OF AN
ASSIGNMENT TO ANYONE OTHER THAN AMERICAN BUSINESS PARTNERS LLC AND THOSE
LISTED IN (a) ABOVE OR THEIR HEIRS, COACH SHALL HAVE THE RIGHT FOR TWENTY
BUSINESS DAYS PRIOR TO SUCH ASSIGNMENT TO ACQUIRE ANY SUCH WARRANTS
PROPOSED FOR ASSIGNMENT UPON THE SAME TERMS AND CONDITIONS AS PROPOSED BY
ANY SUCH TRANSFEREE.
3. EXERCISE PERIOD. The right to exercise any of the Warrants shall begin on
______________ (six months after date of Warrant) and shall expire on
______________ (two years after date of Warrant). Coach has no obligation
to remind or otherwise inform Exel or any Holder of a portion or all of
the rights to exercise Warrants of the pending expiration or expiration of
the Warrant exercise period.
4. EXERCISE OF WARRANTS. During the period in which any Warrants can be
exercised the Holder shall deliver written notice to Coach setting forth
the number of shares with respect to which the Warrant is to be exercised,
together with cash, certified check, bank draft, wire transfer, or postal
or express money order payable to the order of Coach for an amount equal
to the exercise price of the shares being purchased.
5. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event that any dividend
or other distribution (whether in the form of cash, common stock or other
property), recapitalization, forward or reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase or exchange of
common stock or other securities, liquidation, dissolution, or other
similar corporate transaction or event, affects the common stock such that
an adjustment is appropriate in order to prevent dilution or enlargement
of the rights of Holders, then the Board of Directors shall, in such
manner as it may deem equitable, adjust any or all of the number and kind
of shares that may be issued in respect of Warrants and the exercise price
of Warrants (or, if deemed appropriate, the Board may make provision for a
cash payment with respect to any Warrants). In addition, the Board is
authorized to make adjustments in the terms and conditions of Warrants in
recognition of unusual of nonrecurring events (including, without
limitation, events described in the preceeding sentence) affecting the
Company or any subsidiary or the financial statements of the Company or
any subsidiary, or in response to changes in applicable laws, regulations,
or accounting principles.
6. REGISTRATION UNDER SECURITIES LAWS. Coach shall prepare and file with the
United States Securities and Exchange Commission a registration statement
on Form S-3 in which it registers the sale to the Holders of the shares of
common stock to be issued upon exercise of Warrants. Coach shall use
reasonable efforts to secure and maintain the effectiveness of such
registration statement. Coach shall also list for trading the shares
issuable upon exercise of any Warrants on the New York Stock Exchange or
such other primary exchange on which the share of Coach common stock are
traded. Coach shall not be obligated to make any other filings with any
other regulatory authorities in connection with making the shares issued
upon exercise of any Warrants available for public resale.
7. ADMINISTRATION. In the event a dispute or interpretation of the provisions
of the Warrants is required then the Board of Directors of Coach shall be
the administrator and ultimate decision maker in connection with such
interpretation.