Okaloosa County BOCC — June 17, 2014 — Assignment of Advantage Lease to DTG — reading text

‘BuTLER SNow LLP.” 1020 Highland Colony Parkway, Suite 1400 Ridgeland, MS 39157 “felephone: (601) 985-4504 Fax: (601) 985-4500. | sleve, rosenblalt/@butlers show.com ONE OF THE ATTORNEYS FOR THR DEBTOR -42- Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Document Page 43 of 76 APPROVED AS TO FORM FOR ENTRY: w Craig M. Geno. Craig M. Geno (Miss, Bar #4793) Craig M. Geno PLLC P.O, Box 3380 Ridgeland, MS. 39158-3380 (601) 427-0050 cihgeno@cingenolaw.com ATTORNEY FOR FRANCHISE SERVICES OF NORTH AMERICA, INC. s/ James W.O'Mara James W..O°Mara (Miss. Bar #3929) Phelps Dunbar LLP 4270 1-55 North Jackson, MS 39211-6391 (601) 360-9720 omaral ( fie] 9s.comM ATTORNEY FOR THE HERTZ CORPORATION s/ Nicole L, Greenblatt _ Nicole L. Greenblatt Kirkland. & Ellis LLP 601 Lexington Avenue New York, New York 10022-4611 @12) 446- 4664 bw aiseeate? FOR AVIS BUDGET GROUP, INC. s/ James Kisanes .. dames Kisancs © 033 South Wacker Drive Suite 5800 Chicago; Illinois 60606 (312) 777-7112 James, Ktsanes@lw.com ATTORNEY FOR THE CATALYST CAPITAL GROUP, INC. ABs Desc Main Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Document Page 44 of 76 8/ Harold H. Mitchell. Jr. Harold H. Mitchell, Jr, (Miss, Bar #3368) Campbell DeLong, LLP 523 Washington Avenuc P.O. Box 1856 Greenville, MS 38702-1856 Telephone: (662) 335-6011 hmitchell @canipbelldelonglip.com ATTORNEY FOR LOUISVILLE REGIONAL AIRPORT AUTHORITY / C..Phillip Buffington, Jr. : C. Phillip Buffington, Jr. (Miss. Bar # 7035) Adams and Reese LLP. 300 Renaissance 1018 Highland Colony Parkway, Suite 800 ~ Ridgeland, MS 39157 601.353.3234 phil-buffington@arlay ATTORNEY FOR THE ALLEGHENY COUNTY AIRPORT AUTHORITY 20486118 v6 ~dd Desc Main See attached. EXHIBIT C TERM SHEET Case 13-03332-ee Doc498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 65 of 76 Execution Copy [2. | Purchase Price Go -60-¢ on » ( ANGYV-SESS86d¢ Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 66 of 76 [ 3. | Exclusion of | Purchased Assets Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 67 of 76 . ‘Subject to the satisfaction of the conditions zat forth | in Section 5 below. with fespect fo each Purchased Lovation;, the loging of ‘the transactions. : uch. Location (each: ay parties “for the ( unconditionally puarz Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 68 of 76 eof, Buyer shall pay the applicable third party all scene eti fously paid by Buyer. to Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 69 of 76 | The “obligation of Buyer to consummate a Closing for ally “parti¢ Purchased Location. shall. be further conditioned pon: the satisfactic [6 | Termination: | hereof), Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 70 of 76 8. | Fleet Lease : (the “Sotilemetit t Agree), among Debtor, y, Buyer, Catalyst and the other , Subject 10 @ mutually ac eptable return ‘schedule, Buyer Shall extend Catalyst’s right s (as defined e months 0 of Debtor's tight (prior to the closing of the Catalyst Sale) and (after tl the closin ig of the Catalyst Sale) to use the March Vel parties thereto. | [Signature Pages Follow] Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 71 of 76 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dale first set forth above. Nano: RickFiecker ‘Title: Deputy Genetal Co SIMPLY WHEBLZ, LLC ‘Gabdel de Alby Managing Director [Signature Page to Tern Sheel] Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 72 of 76 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above, THE HERTZ CORPORATION By: Name: Rick Frecker _ Title: Deputy General. Counsel ; if ft foe ylies é [Signature Page to Term Sheet] Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 73 of 76 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above. THE HERTZ CORPORATION By: Name: Rick Frecker Title:. Deputy General Counsel SIMPLY WHEE, LLC N.Plamondon iT [Signature Page to Teim Sheet] Case 13-03332-ee Doc 498 _ Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 74 of 76 Locations Airport Code Purchase Price! 1, Providence PVD $300,000 2. Seattle SEA $318,000 3. dacksonville JAX ~ $600;000 ° 4. Ft, Walton Beach VPS. $318,000 - 5x Burlington BTV. $500,000 6. Cleveland CLE $318,000 “1 Hilo ro $400,000 “8. Manchester MA $318,000. 6. ‘No#folk ORF $318,000: +10. Pitisburgh PIT $318,000" ‘POTAL: $3,708,000 "20307503 v2. the Purchased btor atid (ii) the right of Debtor and pice (o contiriue.to the we: of the March Vehicles in-ace witt nis and conditions set forth in this Term Sheet for the months of April, May atid June 2014, which. has a value of $3,500,000 to Debtor and Catalyst as compared t to the costs of obtaining substitute fleet arrangements from other sources on market terms. Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 75 of 76 Purchased Contracts List by Airport Rrovidenge (PVD) Amended and Restated Rental Car Company Concession Agreement, dated as of October 19, 2010, by and between the Rhode Island Air port Cor; por; ‘ation. and Simply: Wheelz LLC. "Reatil (SEA) 1; Ret Rental ate Lease and Concession hacen dated @ as nf Octebet: Aso 04, ‘by and between Pot wa dated October 22, Opt ition - Premises Lease for the Rent-A-Car Coicession at Hilo. International Airport, dated as.of July 1, 2009, by and between the State of Hawaii and Simply Wheelz LLC (as assignee of DTG Operations, I¢.). Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 76 of 76 Manchester (MHT) 1... Automobile Rental Concession Agreement, dated as: of Noveniber 19, 2004, by and between the City of Manchester Department of Aviation and Simply Wheelz LLC (as assignee of DTG. Oper, ations, Ing.), @ as amended by that First Amendment, dated as of May |; 1; 2005. Norfolk (ORF) . Rental vat Service Concession Agreemenit, dated a8 of August 1, 2012, between the Norfolk ith nd Simp h j ations, Ine.) al Li sedated on or -about Febraaty 24, 2000, by and betwee itary. LLP (as s interest to Creek Square), and Siniply Wheelz ‘hrifty Renit f Systetii, , Ind.), as subsequently extended by letters dated A |; 2004 and August 4, 2009, and amended by! First Ameridment to General Commercial Lease, dated February 2013. ‘Pittsburgh (PIT) , cutity. y Airport A utho Si oly y Wheels ; LLC ‘as assignee of | to General American. Rentals, Inc. > as amended by Amendment dated Dece ber