EXHIBIT 10.18
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT
This Amendment Number One to Loan and Security Agreement ("Amendment")
is entered into as of November 14, 2001, by and between Greyhound Lines, Inc., a
Delaware corporation ("Borrower"), the various financial institutions that are
or may from time to time become parties to the Agreement referred to below
(collectively, the "Lenders" and each individually a "Lender"), and Foothill
Capital Corporation, a California corporation as agent for the Lenders ("Agent")
in light of the following:
A. Borrower, Lenders, and Agent have previously entered into that
certain Loan and Security Agreement, dated as of October 24, 2000 (the
"Agreement").
B. Borrower, Lenders, and Agent desire to amend the Agreement as
provided for and on the conditions herein.
NOW, THEREFORE, Borrower, Lenders, and Agent hereby amend and
supplement the Agreement as follows:
1. DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.
2. AMENDMENTS.
(a) The definition of "Eurodollar Rate Margin" in Section 1.1
of the Agreement is hereby amended and restated in its entirety to read as
follows:
"Eurodollar Rate Margin" means:
(a) 2.0% per annum from and including the Closing Date until
the first adjustment pursuant to clause (b) hereof; or
(b) on the first day of the first month following delivery to
Agent of the financial statements of Borrower required pursuant to
Section 6.4(a) for any March, June, September, or December, commencing
with December 2000, together with the corresponding certificate of
Borrower's Chief Financial Officer pursuant to Section 6.4(d) for the
twelve month period ending on the last day of such month, the
percentage per annum set forth below corresponding to the Total
Indebtedness to Consolidated Cash Flow ratio for such twelve month
period:
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Total Indebtedness to
Consolidated Cash Flow Ratio Eurodollar Rate Margin
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4.25:1.0 or greater 2.50%
Less than 4.25:1.0, but greater than or 2.25%
equal to 3.75:1.0
Less than 3.75:1.0 2.00%
Notwithstanding anything in this definition to the contrary, in the event that,
with respect to any twelve month period of Borrower which shall end on a fiscal
year end, the audited financial statements of Borrower required under Section
6.4 for such fiscal year shall indicate a Total Indebtedness to Consolidated
Cash Flow ratio for such twelve month period (as determined by Agent and agreed
to by Borrower) greater than that reflected in the Compliance Certificate
delivered to Agent for such twelve month period (and the difference is not
attributable to a change in accounting methodology), the Eurodollar Rate Margin
shall be adjusted retroactively (to the effective date of the Eurodollar Rate
Margin which was determined based upon the delivery of such incorrect Compliance
Certificate) to reflect a Eurodollar Rate Margin based upon the Total
Indebtedness to Consolidated Cash Flow ratio determined from the audited
financial statements and Borrower shall make payments to Agent on behalf of the
Lenders to reflect such adjustment. Any such changes in the Eurodollar Rate
Margin shall only affect Eurodollar Rate Loans with Interest Periods that
commenced on or after the effective date of such change.
(b) Section 3.4 of the Agreement is hereby amended and
restated in its entirety to read as follows:
3.4 Term. This Agreement shall become effective upon
the execution and delivery hereof by Borrower and the Lender Group and
shall continue in full force and effect for a term ending on the
earlier of (a) October 24, 2003 (the "Maturity Date"), or (b)
termination hereof by the Lender Group pursuant to Section 9.1(b)
following an Event of Default.
(c) Subsection (i) of Section 2.2(a) of the Agreement is
hereby amended and restated in its entirety to read as follows:
(i) Subject to the terms and conditions of this
Agreement, Agent agrees to issue letters of credit for the account of Borrower
(each, an "L/C") or to issue guarantees of payment (each such guaranty, an "L/C
Guaranty") with respect to letters of credit issued by Issuer for the account of
Borrower, in an aggregate undrawn and unreimbursed amount not to exceed on any
date the least of (x) the Borrowing Base less the aggregate amount of all
Advances outstanding on such date, (y) the Maximum Revolving Amount less the
aggregate amount of all Advances outstanding on such date, and (z) $35,000,000.
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Agent and
the Lenders that all of Borrower's representations and warranties set forth in
the Agreement are true, complete and accurate in all material respects as of the
date hereof (except to the extent that such representations and warranties
relate solely to an earlier event).
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4. NO DEFAULTS. Borrower hereby affirms to Agent and the Lenders that
no Event of Default has occurred and is continuing as of the date hereof.
5. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon the following:
(a) Payment by Borrower to Agent, for the ratable benefit of
the Lenders, of an amendment fee in the aggregate amount of $625,000, such fee
to be charged to Borrower's loan account pursuant to Section 2.7(e) of the
Agreement;
(b) Receipt by Agent of a copy of this Amendment executed by
Borrower and Lenders.
6. CONDITION SUBSEQUENT. As a condition subsequent to the effectiveness
of this Amendment, Borrower shall perform or cause to be performed the following
(the failure by Borrower to so perform or cause to be performed shall permit the
Agent to create a reserve against the Borrowing Base under Section 2.1(a)(y)
after October 24, 2002, by such amount as determined by Agent in its sole
discretion):
(a) Within 45 days of the date of this Amendment, Borrower
shall have delivered to Agent endorsements to the policies of title insurance
with respect to the Core Real Property Collateral and amendments to Mortgages,
the form and substance of which shall be reasonably satisfactory to Agent and
its counsel.
7. COSTS AND EXPENSES. Borrower shall pay to Agent all of Agent's
reasonable out-of-pocket costs and expenses (including, without limitation, the
fees and expenses of its counsel, which counsel may include any local counsel
deemed necessary, search fees, filing and recording fees, documentation fees,
title insurance endorsement, and other fees) arising in connection with the
preparation, execution, and delivery of this Amendment and all related
documents.
8. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, shall remain in full force and
effect.
9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.
FOOTHILL CAPITAL CORPORATION,
as Agent and as a Lender
By:
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Title:
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CONGRESS FINANCIAL CORPORATION,
as a Lender
By:
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Title:
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FLEET CAPITAL CORPORATION,
as a Lender
By:
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Title:
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TRANSAMERICA BUSINESS CREDIT,
as a Lender
By:
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Title:
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SUNROCK CAPITAL CORP.,
as a Lender
By:
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Title:
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GREYHOUND LINES, INC.
By:
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Title:
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Each of the undersigned has executed a Continuing Guaranty in
favor of the Lender Group (as defined in each Continuing Guaranty) respecting
the obligations of Greyhound Lines, Inc., a Delaware corporation ("Borrower")
owing to the Lender Group. Each of the undersigned acknowledges the terms of the
above Amendment and reaffirms and agrees that its Continuing Guaranty remains in
full force and effect; nothing in such Continuing Guaranty obligates the Lender
Group to notify the undersigned of any changes in the financial accommodations
made available to Borrower or to seek reaffirmations of the Continuing Guaranty;
and no requirement to so notify the undersigned or to seek reaffirmations in the
future shall be implied by the execution of this reaffirmation.
ATLANTIC GREYHOUND LINES OF
VIRGINIA, INC.,
a Virginia corporation
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
SISTEMA INTERNACIONAL DE
TRANSPORTE DE AUTOBUSES, INC.,
a Delaware corporation
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
GLI HOLDING COMPANY,
a Delaware corporation
By:
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
TEXAS, NEW MEXICO & OKLAHOMA
COACHES, INC.,
a Delaware corporation
By:
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
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VERMONT TRANSIT CO., INC.,
a Vermont corporation
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
T.N.M. & O. TOURS, INC.,
a Texas corporation
By:
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
PEORIA ROCKFORD BUS LINES, L.L.C.,
a Delaware limited liability company
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
ASI ASSOCIATES, INC.,
a Hawaii corporation
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
CAROLINA COACH COMPANY,
a Virginia corporation
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
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SEASHORE TRANSPORTATION COMPANY,
a North Carolina corporation
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
LSX DELIVERY, L.L.C.,
a Delaware limited liability company
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
VALLEY GARAGE COMPANY,
a Texas corporation
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
VALLEY TRANSIT CO., INC.,
a Texas corporation
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
ON TIME DELIVERY SERVICE, INC.,
a Minnesota corporation
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
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