SECOND AMENDMENT

EX-10.3 6 g79020exv10w3.txt SECOND AMENDMENT EXHIBIT 10.3 SECOND AMENDMENT TO ASSET AND STOCK PURCHASE AGREEMENT SECOND AMENDMENT TO ASSET AND STOCK PURCHASE AGREEMENT, dated as of October 28, 2002 (the "Second Amendment"), by and among Budget Group, Inc., a Delaware corporation ("Seller"), the Subsidiaries of Seller listed on Schedule 1 (collectively with Seller, "Seller Parties"), Cendant Corporation, a Delaware corporation ("Parent"), and Cherokee Acquisition Corporation, a Delaware corporation ("Buyer"). WHEREAS, Parent, Cherokee and Seller Parties have entered into the Asset and Stock Purchase Agreement, dated as of August 22, 2002 (the "Purchase Agreement"), as amended by the First Amendment to the Purchase Agreement, dated as of September 10, 2002; and WHEREAS, Parent, Cherokee and Seller Parties desire to further amend the Purchase Agreement as set forth herein. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows: 1. Defined Terms. Capitalized terms used but not defined in this Second Amendment shall have the respective meanings assigned thereto in the Purchase Agreement. 2. Amendment to the Purchase Agreement. (a) The Purchase Agreement is hereby amended by replacing "October 28" with "November 6" (i) in Section 8.3(e), (ii) in the last paragraph of Section 8.3, (iii) in Section 8.4(d)(i) and (iv) in Section 8.6(b)(ii). (b) The Purchase Agreement is hereby amended by replacing "November 8" with "November 20" in the second, third and fourth lines of Section 8.3(f). (c) The Purchase Agreement is hereby amended by replacing "November 9" with "November 21" in Section 8.2(a)(i). (d) The Purchase Agreement is hereby amended by replacing "December 6" with "December 18" in Section 8.2(a)(ii). (e) The Purchase Agreement is hereby amended by replacing "October 23" with "November 1" in Section 8.6(b)(ii). 3. Continuing Effect of Purchase Agreement. Except as specifically amended pursuant to this Second Amendment, the provisions of the Purchase Agreement are and shall remain in full force. 4. Counterparts. This Second Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and the executed counterparts taken together shall be deemed to be one originally executed document. 5. Governing Law. Except to the extent the mandatory provisions of the Bankruptcy Code apply, this Second Amendment shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed entirely in such state without regard to principles of conflicts or choice of laws or any other law that would make the laws of any other jurisdiction other than the State of New York applicable hereto. [Remainder of this page intentionally left blank] 2 IN WITNESS WHEREOF, Parent, Cherokee and Seller Parties have caused this Second Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above. BUDGET GROUP, INC. By: ------------------------------- Name: Title: CHEROKEE ACQUISITION CORPORATION By: ------------------------------- Name: Title: CENDANT CORPORATION By: ------------------------------- Name: Title: BGI AIRPORT PARKING, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BGI SHARED SERVICES, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BGI SHARED SERVICES, LLC By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President VEHICLE RENTAL ACCESS COMPANY, LLC By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President PREMIER CAR RENTAL LLC By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 2 AUTO RENTAL SYSTEMS, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President RYDER TRS, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President RYDER MOVE MANAGEMENT, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President MASTERING THE MOVE REALTY, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President THE MOVE SHOP, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 3 RYDER RELOCATION SERVICES, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BUDGET STORAGE CORPORATION By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BUDGET RENT A CAR CORPORATION By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President CONTROL RISK CORPORATION By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 4 PHILIP JACOBS INSURANCE AGENCY, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BUDGET RENT-A-CAR INTERNATIONAL, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BUDGET CAR SALES, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President TCS PROPERTIES, LLC By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 5 IN MOTORS VI, LLC By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President VALCAR RENTAL CAR SALES, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President DIRECTORS ROW MANAGEMENT COMPANY, LLC By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President TEAM CAR SALES OF SOUTHERN CALIFORNIA, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 6 TEAM CAR SALES OF SAN DIEGO, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President TEAM CAR SALES OF RICHMOND, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President TEAM CAR SALES OF PHILADELPHIA, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President TEAM CAR SALES OF DAYTON, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 7 TEAM CAR SALES OF CHARLOTTE, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President WARREN WOOTEN FORD, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President PAUL WEST FORD, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President CARSON CHRYSLER PLYMOUTH DODGE JEEP EAGLE, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 8 BUDGET SALES CORPORATION By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President RESERVATION SERVICES, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President TEAM REALTY SERVICES, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President TEAM HOLDINGS CORPORATION By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 9 BUDGET RENT-A-CAR SYSTEMS, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BUDGET -RENT-A-CAR OF ST. LOUIS, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BUDGET -RENT-A-CAR OF THE MIDWEST, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BVM, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 10 DAYTON AUTO LEASE COMPANY, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President MOSIANT CAR SALES, INC By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President NYRAC INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BUDGET RENT A CAR CARIBE CORPORATION By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 11 BUDGET FLEET FINANCE CORPORATION By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President TRANSPORTATION AND STORAGE ASSOCIATES By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BRAC CREDIT CORPORATION By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President TEAM FLEET SERVICES CORPORATION By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 12 BUDGET RENT A CAR ASIA-PACIFIC, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President BUDGET RENT A CAR OF JAPAN, INC. By: ------------------------------- Name: Robert L. Aprati Title: Executive Vice President 13 SCHEDULE 1 SELLER PARTIES BGI Airport Parking, Inc. BGI Shared Services, Inc. BGI Shared Services, LLC Vehicle Rental Access Company, LLC Premier Car Rental LLC Auto Rental Systems, Inc. Ryder TRS, Inc. Ryder Move Management, Inc. Mastering the Move Realty, Inc. The Move Shop, Inc. Ryder Relocation Services, Inc. Budget Storage Corporation Budget Rent a Car Corporation Control Risk Corporation Philip Jacobs Insurance Agency, Inc. Budget Rent-A-Car International, Inc. Budget Car Sales, Inc. TCS Properties, LLC IN Motors VI, LLC ValCar Rental Car Sales, Inc. Directors Row Management Company, LLC Team Car Sales of Southern California, Inc. Team Car Sales of San Diego, Inc. Team Car Sales of Richmond, Inc. Team Car Sales of Philadelphia, Inc. Team Car Sales of Dayton, Inc. Team Car Sales of Charlotte, Inc. Warren Wooten Ford, Inc. Paul West Ford, Inc. Carson Chrysler Plymouth Dodge Jeep Eagle, Inc. Budget Sales Corporation Reservation Services, Inc. Team Realty Services, Inc. Team Holdings Corporation Budget Rent-A-Car Systems, Inc. Budget Rent-A-Car of St. Louis, Inc. Budget Rent-A-Car of the Midwest, Inc. BVM, Inc. Dayton Auto Lease Company, Inc. Mosiant Car Sales, Inc. NYRAC Inc. Budget Rent a Car Caribe Corporation Budget Fleet Finance Corporation Transportation and Storage Associates BRAC Credit Corporation Team Fleet Services Corporation Budget Rent a Car Asia-Pacific, Inc. Budget Rent a Car of Japan, Inc. ii