EX-10.1






Exhibit 10.1




$875,000,000

GLOBAL REVOLVING CREDIT AGREEMENT




dated as of April 30, 2009




by and among




RYDER SYSTEM, INC.

(“Ryder”)




RYDER TRUCK RENTAL HOLDINGS CANADA LTD.

(“Ryder Holdings Canada”)




RYDER TRUCK RENTAL CANADA LTD.

(“Ryder Canada Limited” and together with Ryder Holdings Canada, the “Canadian Borrowers”)




RYDER LIMITED

(“Ryder Ltd.”)



RYDER SYSTEM HOLDINGS (U.K.) LIMITED,

(“RSH” and together with Ryder Ltd., the “U.K. Borrowers”)




RYDER PUERTO RICO, INC.

(“Ryder PR”)




and




the Banks named herein,




BANK OF AMERICA, N.A.

(the “Administrative Agent”),




THE ROYAL BANK OF SCOTLAND PLC

(the “Syndication Agent”),




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

MIZUHO CORPORATE BANK, LTD.,

and WELLS FARGO BANK, N.A.

(each a “Co-Lead Arranger”),




THE ROYAL BANK OF SCOTLAND PLC

(the “U.K. Agent”),




ROYAL BANK OF CANADA

(the “Canadian Agent”),




with




BANC OF AMERICA SECURITIES LLC




and




RBS SECURITIES INC.




as Joint Lead Arrangers and Book Managers









 









 











TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	§1	 	DEFINITIONS AND RULES OF INTERPRETATION	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	 	§1.1.
	 	Definitions

	 	 	1	 
	 	 	§1.2.
	 	Rules of Interpretation

	 	 	29	 
	 	 	§1.3.
	 	Accounting Terms

	 	 	30	 
	 	 	§1.4.
	 	Currency Equivalents

	 	 	30	 
	 	 	§1.5.
	 	Times of Day

	 	 	31	 
	 	 	§1.6.
	 	Letter of Credit Amounts

	 	 	31	 
	 	 	 	 	 
	 	 	 	 
	§2.	 	THE CREDIT FACILITIES	 	 	31	 
	 	 	 	 	 
	 	 	 	 
	 	 	§2.1.
	 	Commitment to Lend

	 	 	31	 
	 	 	 	 	§2.1.1. Domestic Loans

	 	 	31	 
	 	 	 	 	§2.1.2. Canadian Loans

	 	 	31	 
	 	 	 	 	§2.1.3. U.K. Loans

	 	 	32	 
	 	 	 	 	§2.1.4. PR Loans

	 	 	32	 
	 	 	§2.2.
	 	Facility Fee

	 	 	32	 
	 	 	§2.3.
	 	Reduction of Commitments

	 	 	33	 
	 	 	§2.4.
	 	Reallocation of Commitments

	 	 	35	 
	 	 	§2.5.
	 	The Notes and Loan Accounts

	 	 	37	 
	 	 	§2.6.
	 	Interest on Loans

	 	 	39	 
	 	 	§2.7.
	 	Requests for Loans

	 	 	40	 
	 	 	§2.8.
	 	Election of LIBOR Rate; Notice of Election; Interest Periods; Minimum Amounts

	 	 	42	 
	 	 	§2.9.
	 	Funds for Loans

	 	 	43	 
	 	 	§2.10.
	 	Maturity of the Loans

	 	 	44	 
	 	 	§2.11.
	 	Optional Prepayments or Repayments of Loans

	 	 	44	 
	 	 	§2.12.
	 	The Domestic Swing Line

	 	 	45	 
	 	 	§2.13.
	 	The U.K. Swing Line

	 	 	50	 
	 	 	§2.14.
	 	The Canadian Swing Line

	 	 	54	 
	 	 	 	 	 
	 	 	 	 
	§3.	 	BANKERS’ ACCEPTANCES	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	 	 	§3.1.
	 	Acceptance and Purchase

	 	 	59	 
	 	 	§3.2.
	 	Refunding Bankers’ Acceptances

	 	 	62	 
	 	 	§3.3.
	 	Acceptance Fee

	 	 	62	 
	 	 	 	 	 
	 	 	 	 
	§4.	 	LETTERS OF CREDIT	 	 	62	 
	 	 	 	 	 
	 	 	 	 
	 	 	§4.1.
	 	Letter of Credit Commitments

	 	 	62	 
	 	 	§4.2.
	 	Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit

	 	 	65	 
	 	 	§4.3.
	 	Drawings and Reimbursements; Funding of Participations

	 	 	67	 
	 	 	§4.4.
	 	Repayment of Participations

	 	 	69	 
	 	 	§4.5.
	 	Obligations Absolute

	 	 	69	 
	 	 	§4.6.
	 	Role of Issuing Bank

	 	 	70	 






     i     




 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	§4.7.
	 	Cash Collateral

	 	 	71	 
	 	 	§4.8.
	 	Applicability of ISP and UCP

	 	 	71	 
	 	 	§4.9.
	 	Letter of Credit Fees

	 	 	72	 
	 	 	§4.10.
	 	Fronting Fee and Documentary and Processing Charges Payable to Issuing Bank

	 	 	72	 
	 	 	§4.11.
	 	Conflict with Issuing Documents

	 	 	72	 
	 	 	§4.12.
	 	Letters of Credit Issued for Domestic Subsidiaries

	 	 	72	 
	 	 	 	 	 
	 	 	 	 
	§5.	 	GUARANTY	 	 	73	 
	 	 	 	 	 
	 	 	 	 
	 	 	§5.1.
	 	Guaranty of Payment

	 	 	73	 
	 	 	§5.2.
	 	Ryder’s Agreement to Pay Enforcement Costs, etc

	 	 	73	 
	 	 	§5.3.
	 	Waivers by Ryder; Banks’ Freedom to Act

	 	 	73	 
	 	 	§5.4.
	 	Unenforceability of Guaranteed Obligations

	 	 	74	 
	 	 	§5.5.
	 	Subrogation; Subordination

	 	 	75	 
	 	 	 	 	§5.5.1. Postponement of Rights

	 	 	75	 
	 	 	 	 	§5.5.2. Subordination

	 	 	75	 
	 	 	 	 	§5.5.3. Provisions Supplemental

	 	 	75	 
	 	 	§5.6.
	 	Further Assurances

	 	 	76	 
	 	 	§5.7.
	 	Reinstatement

	 	 	76	 
	 	 	§5.8.
	 	Successors and Assigns

	 	 	76	 
	 	 	§5.9.
	 	Currency of Payment

	 	 	76	 
	 	 	§5.10.
	 	Concerning Joint and Several Liability of the U.K. Borrowers and the Canadian Borrowers

	 	 	76	 
	 	 	 	 	 
	 	 	 	 
	§6.	 	PROVISIONS RELATING TO ALL LOANS	 	 	77	 
	 	 	 	 	 
	 	 	 	 
	 	 	§6.1.
	 	Funds for Payments

	 	 	77	 
	 	 	§6.2.
	 	Status of Banks; Tax Documentation

	 	 	78	 
	 	 	§6.3.
	 	Currency of Payment

	 	 	81	 
	 	 	§6.4.
	 	Mandatory Repayments of the Loans

	 	 	81	 
	 	 	§6.5.
	 	Computations

	 	 	82	 
	 	 	§6.6.
	 	Illegality; Inability to Determine LIBOR Rate or EURIBOR Rate

	 	 	82	 
	 	 	§6.7.
	 	Additional Costs, Etc

	 	 	83	 
	 	 	§6.8.
	 	Capital Adequacy

	 	 	84	 
	 	 	§6.9.
	 	Certificate; Etc

	 	 	85	 
	 	 	§6.10.
	 	Eurodollar Indemnity

	 	 	85	 
	 	 	§6.11.
	 	Interest on Overdue Amounts

	 	 	86	 
	 	 	§6.12.
	 	Interest Limitation

	 	 	86	 
	 	 	§6.13.
	 	Reasonable Efforts to Mitigate

	 	 	86	 
	 	 	§6.14.
	 	Replacement of Banks

	 	 	87	 
	 	 	§6.15.
	 	Advances by Administrative Agent; Canadian Agent; and U.K. Agent

	 	 	88	 
	 	 	§6.16.
	 	Currency Fluctuations

	 	 	90	 
	 	 	 	 	 
	 	 	 	 
	§7.	 	REPRESENTATIONS AND WARRANTIES	 	 	91	 






     ii     




 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	§7.1.
	 	Corporate Authority

	 	 	91	 
	 	 	§7.2.
	 	Governmental Approvals

	 	 	92	 
	 	 	§7.3.
	 	Title to Properties; Leases

	 	 	92	 
	 	 	§7.4.
	 	Financial Statements

	 	 	92	 
	 	 	§7.5.
	 	Litigation

	 	 	93	 
	 	 	§7.6.
	 	Compliance With Other Instruments, Laws, Etc

	 	 	93	 
	 	 	§7.7.
	 	Tax Status

	 	 	93	 
	 	 	§7.8.
	 	No Event of Default

	 	 	93	 
	 	 	§7.9.
	 	Holding Company and Investment Company Acts

	 	 	93	 
	 	 	§7.10.
	 	Absence of Financing Statements, Etc

	 	 	93	 
	 	 	§7.11.
	 	Employee Benefit Plans

	 	 	94	 
	 	 	§7.12.
	 	Environmental Compliance

	 	 	94	 
	 	 	§7.13.
	 	Disclosure

	 	 	95	 
	 	 	§7.14.
	 	Location of Chief Executive Office

	 	 	95	 
	 	 	§7.15.
	 	Debt Ratings

	 	 	95	 
	 	 	§7.16.
	 	Consolidated Subsidiaries

	 	 	95	 
	 	 	§7.17.
	 	Foreign Assets Control Regulations, Etc

	 	 	95	 
	 	 	§7.18.
	 	Use of Proceeds

	 	 	96	 
	 	 	 	 	 
	 	 	 	 
	§7A.	 	REPRESENTATIONS AS TO FOREIGN OBLIGORS	 	 	96	 
	 	 	 	 	 
	 	 	 	 
	§8.	 	AFFIRMATIVE COVENANTS OF THE BORROWERS 9	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	 	 	§8.1.
	 	Punctual Payment

	 	 	97	 
	 	 	§8.2.
	 	Maintenance of Chief Executive Office

	 	 	97	 
	 	 	§8.3.
	 	Records and Accounts

	 	 	97	 
	 	 	§8.4.
	 	Financial Statements, Certificates and Information

	 	 	98	 
	 	 	§8.5.
	 	Corporate Existence; Compliance with Laws, Other Agreements

	 	 	100	 
	 	 	§8.6.
	 	Maintenance of Properties

	 	 	100	 
	 	 	§8.7.
	 	Insurance

	 	 	100	 
	 	 	§8.8.
	 	Taxes

	 	 	101	 
	 	 	§8.9.
	 	Inspection of Properties, Books and Contracts

	 	 	101	 
	 	 	§8.10.
	 	Notice of Potential Claims or Litigation

	 	 	101	 
	 	 	§8.11.
	 	Notice of Default

	 	 	101	 
	 	 	§8.12.
	 	Use of Proceeds

	 	 	101	 
	 	 	§8.13.
	 	Debt Ratings

	 	 	101	 
	 	 	§8.14.
	 	Notice of any ERISA Reportable Event

	 	 	102	 
	 	 	§8.15.
	 	Further Assurances

	 	 	102	 
	 	 	 	 	 
	 	 	 	 
	§9.	 	CERTAIN NEGATIVE COVENANTS OF THE BORROWERS	 	 	102	 
	 	 	 	 	 
	 	 	 	 
	 	 	§9.1.
	 	Restrictions on Secured Indebtedness

	 	 	102	 
	 	 	§9.2.
	 	Restrictions on Liens

	 	 	102	 
	 	 	§9.3.
	 	Corporate Changes and Sales or Dispositions of Assets

	 	 	103	 
	 	 	§9.4.
	 	Leasebacks

	 	 	104	 






     iii     




 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	§9.5.
	 	Limitation on Agreements

	 	 	105	 
	 	 	§9.6.
	 	Employee Benefit Plans

	 	 	105	 
	 	 	 	 	 
	 	 	 	 
	§10.	 	FINANCIAL COVENANT OF THE BORROWERS	 	 	105	 
	 	 	 	 	 
	 	 	 	 
	 	 	§10.1.
	 	Debt to Consolidated Tangible Net Worth

	 	 	106	 
	 	 	 	 	 
	 	 	 	 
	§11.	 	CONDITIONS TO CLOSING/EFFECTIVENESS	 	 	106	 
	 	 	 	 	 
	 	 	 	 
	 	 	§11.1.
	 	Corporate Action

	 	 	106	 
	 	 	§11.2.
	 	Loan Documents, Etc

	 	 	106	 
	 	 	§11.3.
	 	Certified Copies of Charter Documents

	 	 	106	 
	 	 	§11.4.
	 	Incumbency Certificate

	 	 	106	 
	 	 	§11.5.
	 	Certificates of Insurance

	 	 	106	 
	 	 	§11.6.
	 	Opinion of Counsel

	 	 	106	 
	 	 	§11.7.
	 	Existing Debt

	 	 	107	 
	 	 	§11.8.
	 	Financial Condition; Debt Ratings

	 	 	107	 
	 	 	§11.9.
	 	Payment of Fees

	 	 	107	 
	 	 	§11.10.
	 	 Closing Date Compliance Certificate

	 	 	107	 
	 	 	§11.11.
	 	 Receipt of Financial Statements

	 	 	107	 
	 	 	 	 	 
	 	 	 	 
	§12.	 	CONDITIONS TO ALL LOANS	 	 	107	 
	 	 	 	 	 
	 	 	 	 
	 	 	§12.1.
	 	Representations True

	 	 	107	 
	 	 	§12.2.
	 	Performance; No Event of Default

	 	 	108	 
	 	 	§12.3.
	 	No Legal Impediment

	 	 	108	 
	 	 	§12.4.
	 	Delivery of Documents

	 	 	108	 
	 	 	§12.5.
	 	Alternative Currency

	 	 	108	 
	 	 	 	 	 
	 	 	 	 
	§13.	 	EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT	 	 	108	 
	 	 	 	 	 
	 	 	 	 
	 	 	§13.1.
	 	Events of Default and Acceleration

	 	 	108	 
	 	 	§13.2.
	 	Termination of Commitments

	 	 	111	 
	 	 	§13.3.
	 	Remedies

	 	 	111	 
	 	 	§13.4.
	 	Judgment Currency

	 	 	112	 
	 	 	 	 	 
	 	 	 	 
	§14.	 	SETOFF	 	 	112	 
	 	 	 	 	 
	 	 	 	 
	§15.	 	COSTS AND EXPENSES	 	 	113	 
	 	 	 	 	 
	 	 	 	 
	§15A.	 	PAYMENTS SET ASIDE	 	 	114	 
	 	 	 	 	 
	 	 	 	 
	§16.	 	THE AGENTS	 	 	114	 
	 	 	 	 	 
	 	 	 	 
	 	 	§16.1.
	 	Appointment and Authority

	 	 	114	 
	 	 	§16.2.
	 	Rights as a Bank

	 	 	114	 






     iv     




 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	§16.3.
	 	Exculpatory Provisions

	 	 	114	 
	 	 	§16.4.
	 	Reliance by Agents

	 	 	115	 
	 	 	§16.5.
	 	Use of Sub-Agents

	 	 	116	 
	 	 	§16.6.
	 	Resignation of an Agent

	 	 	116	 
	 	 	§16.7.
	 	Non-Reliance on Agents and Other Banks

	 	 	117	 
	 	 	§16.8.
	 	No Other Duties, Etc

	 	 	117	 
	 	 	§16.9.
	 	Agent May File Proofs of Claim

	 	 	117	 
	 	 	 	 	 
	 	 	 	 
	§17.	 	CONSENTS, AMENDMENTS, WAIVERS, ETC	 	 	118	 
	 	 	 	 	 
	 	 	 	 
	§18.	 	INDEMNIFICATION; DAMAGE WAIVER	 	 	119	 
	 	 	 	 	 
	 	 	 	 
	 	 	§18.1.
	 	Indemnification by the Borrowers

	 	 	119	 
	 	 	§18.2.
	 	Reimbursement by Banks

	 	 	119	 
	 	 	§18.3.
	 	Waiver of Consequential Damages, Etc

	 	 	120	 
	 	 	§18.4.
	 	Payments

	 	 	120	 
	 	 	§18.5.
	 	Survival

	 	 	120	 
	 	 	 	 	 
	 	 	 	 
	§19.	 	TAXES	 	 	120	 
	 	 	 	 	 
	 	 	 	 
	§20.	 	SURVIVAL OF COVENANTS, ETC	 	 	124	 
	 	 	 	 	 
	 	 	 	 
	§21.	 	SUCCESSORS AND ASSIGNS; PARTICIPATION	 	 	125	 
	 	 	 	 	 
	 	 	 	 
	 	 	§21.1.
	 	Successors and Assigns Generally

	 	 	125	 
	 	 	§21.2.
	 	Conditions to Assignment by Banks

	 	 	125	 
	 	 	§21.3.
	 	Register

	 	 	127	 
	 	 	§21.4.
	 	Participations

	 	 	127	 
	 	 	§21.5.
	 	Certain Pledges

	 	 	128	 
	 	 	§21.6.
	 	Special Purposes Funding Vehicle

	 	 	128	 
	 	 	§21.7.
	 	Reserved

	 	 	129	 
	 	 	§21.8.
	 	Resignation of Issuing Bank or Swing Line Lender after Assignment

	 	 	129	 
	 	 	 	 	 
	 	 	 	 
	§22.	 	PARTIES IN INTEREST	 	 	129	 
	 	 	 	 	 
	 	 	 	 
	§23.	 	NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION	 	 	130	 
	 	 	 	 	 
	 	 	 	 
	 	 	§23.1.
	 	Notices Generally

	 	 	130	 
	 	 	§23.2.
	 	Electronic Communications

	 	 	130	 
	 	 	§23.3.
	 	The Platform

	 	 	131	 
	 	 	§23.4.
	 	Change of Address, Etc

	 	 	131	 
	 	 	§23.5.
	 	Reliance by Agents, Issuing Bank and Banks

	 	 	131	 
	 	 	 	 	 
	 	 	 	 
	§23A.	 	NO WAIVER; CUMULATIVE REMEDIES; ENFORCEMENT	 	 	132	 
	 	 	 	 	 
	 	 	 	 
	§24.	 	MISCELLANEOUS	 	 	132	 






     v     





 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	§25.
	 	WAIVER OF JURY TRIAL; ETC

	 	 	133	 
	 	 	 
	 	 	 	 
	§26.
	 	GOVERNING LAW; JURISDICTION; Service of Process

	 	 	133	 
	 	 	 
	 	 	 	 
	§27.
	 	SEVERABILITY

	 	 	134	 
	 	 	 
	 	 	 	 
	§28.
	 	Pari Passu treatment

	 	 	134	 
	 	 	 
	 	 	 	 
	§29.
	 	CONFIDENTIAL INFORMATION

	 	 	135	 
	 	 	 
	 	 	 	 
	§30.
	 	USA PATRIOT ACT NOTICE

	 	 	137	 
	 	 	 
	 	 	 	 
	§31.
	 	No Advisory or Fiduciary Responsibility

	 	 	137	 






     vi     





 









 








Exhibits




	 	 	 
	Exhibit A-1
	 	Form of Domestic Note

	Exhibit A-2
	 	Form of Canadian Note

	Exhibit A-3
	 	Form of U.K. Note

	Exhibit A-4
	 	Form of PR Note

	Exhibit A-5
	 	Form of Domestic Swing Line Note

	Exhibit A-6
	 	Form of U.K. Swing Line Note

	Exhibit A-7
	 	Form of Canadian Swing Line Note

	Exhibit B-1
	 	Form of Domestic Loan Request

	Exhibit B-2
	 	Form of Canadian Loan Request

	Exhibit B-3
	 	Form of U.K. Loan Request

	Exhibit B-4
	 	Form of PR Loan Request

	Exhibit C
	 	Form of Compliance Certificate

	Exhibit D
	 	Form of Assignment and Assumption

	Exhibit E
	 	Form of Subordination Provisions

	Exhibit F
	 	Form of Bankers’ Acceptance Notice

	Exhibit G-1
	 	Form of Domestic Swing Line Loan Request

	Exhibit G-2
	 	Form of U.K. Swing Line Loan Request

	Exhibit G-3
	 	Form of Canadian Swing Line Loan Request

	Exhibit H
	 	Form of Administrative Questionnaire

	 	 	 

	Schedules

	 	 	 

	Schedule 1
	 	Domestic Banks; Domestic Commitment Percentages; Canadian Banks;
Canadian Commitment Percentages; U.K. Banks, U.K. Commitment
Percentages; PR Banks; PR Commitment Percentages; Total
Commitment; Total Commitment Percentages

	Schedule 2
	 	Additional Costs

	Schedule 7.5
	 	Litigation

	Schedule 7.7
	 	Taxes

	Schedule 7.12
	 	Environmental Compliance

	Schedule 7.15
	 	Debt Ratings

	Schedule 7.16
	 	Subsidiaries

	Schedule 23.1
	 	Notices, etc.

	 	 	 

	Annex

	 	 	 

	Annex A
	 	Power of Attorney Terms — Bankers’ Acceptances







     vii     





 












 



 




GLOBAL REVOLVING CREDIT AGREEMENT




     This GLOBAL REVOLVING CREDIT AGREEMENT is made as of April 30, 2009, by and among (i) RYDER
SYSTEM, INC., a corporation organized under the laws of Florida (“Ryder”), RYDER TRUCK RENTAL
HOLDINGS CANADA LTD. (“Ryder Holdings Canada”), RYDER TRUCK RENTAL CANADA LTD. (“Ryder Canada
Limited” and together with Ryder Holdings Canada, the “Canadian Borrowers”), RYDER LIMITED, a
corporation organized under the laws of England and Wales (“Ryder Ltd.”), RYDER SYSTEM HOLDINGS
(U.K.) LIMITED (“RSH” and together with Ryder Ltd., the “U.K. Borrowers”) and RYDER PUERTO RICO,
INC. (“Ryder PR”), a corporation organized under the laws of Delaware, (ii) the lending
institutions identified as Banks herein, (iii) BANK OF AMERICA, N.A. (“Bank of America”), as
administrative agent for the Banks (the “Administrative Agent”), (iv) ROYAL BANK OF CANADA (“Royal
Bank”), as Canadian agent for the Banks (the “Canadian Agent”) and (v) The Royal Bank of Scotland
plc (“RBS”), as United Kingdom agent for the Banks (the “U.K. Agent”), with Banc of America
Securities LLC (“BAS”) and RBS Securities Inc., each acting as a lead arranger and book manager
hereunder (each a “Joint Lead Arranger” and collectively, the “Joint Lead Arrangers”).



     Ryder has requested that the Banks provide credit facilities for the purposes set forth
herein, and the Banks are willing to do so on the terms and conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



     §1. DEFINITIONS AND RULES OF INTERPRETATION.



     §1.1. Definitions. The following terms shall have the meanings set forth in this §1
or elsewhere in the provisions of this Agreement referred to below:



     Acceptance Fee. See §3.3.



     Additional Costs. For any period, a percentage calculated for such period at an
annual rate determined by application of the formula set out in Schedule 2 hereto.



     Additional Fee. See §3.3



     Adjusted Consolidated Tangible Assets. As at any date, Consolidated Tangible Assets
after (x) including the consolidated book value of all assets of Ryder and its Consolidated
Subsidiaries which are subject to any synthetic lease and (y) excluding the consolidated book value
of all assets of Ryder and its Consolidated Subsidiaries that are reflected on the consolidated
balance sheet of Ryder and its Consolidated Subsidiaries, prepared in accordance with GAAP, and
secure or are the subject of any Limited Recourse Facility.



     Administrative Agent. Has the meaning ascribed thereto in the introductory paragraph
hereof.



     Administrative Questionnaire. An Administrative Questionnaire in substantially the
form of Exhibit H or any other form approved by the Administrative Agent.









 



 


2





     Affected Bank. See §6.14.



     Affiliate or affiliate. With respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified. “Control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto.



     Agents. The Administrative Agent, the Canadian Agent and the U.K. Agent.



     Agreement. This Global Revolving Credit Agreement, including the Schedules and
Exhibits hereto, as from time to time amended and supplemented in accordance with the terms hereof.



     Applicable Acceptance Fee Rate. The applicable rate per annum with respect to the
Acceptance Fee shall be as set forth in the Pricing Table.



     Applicable BA Discount Rate. (a) With respect to an issue of Bankers’ Acceptances
accepted by a Schedule I Bank, the CDOR Rate; (b) with respect to an issue of Bankers’ Acceptances
accepted by a Canadian Bank that is a Non-Schedule I Bank, the lesser of: (i) the rate set out in
clause (a) above plus ten (10) basis points; and (ii) the annual rate, expressed as a percentage,
as being the average discount rate for bankers’ acceptances having a comparable face value and a
comparable issue and maturity date to the face value and issue and maturity date of such issue of
Bankers’ Acceptances, expressed on the basis of a year of 365 days, quoted by the Canadian
Reference Banks that are Non-Schedule I Banks, for the purchase by such Canadian Banks of Bankers’
Acceptances accepted by them, at or about 10:00 a.m. (Toronto time) on the date of issue of such
Bankers’ Acceptances.



     Applicable Facility Fee Rate. The applicable rate per annum with respect to the
Facility Fees relating to the Domestic Commitments, U.K. Commitments, Canadian Commitments and PR
Commitments shall be as set forth in the Pricing Table.



     Applicable Foreign Obligor Documents. See §7A.(a).



     Applicable Margin. The applicable margin on any Loan shall be as set forth in the
Pricing Table.



     Approved Fund. Any Fund that is administered or managed by (a) a Bank, (b) an
Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a
Bank.



     Assignment and Assumption. An Assignment and Assumption substantially in the form of
Exhibit D.



     Auto-Extension Letter of Credit. See §4.2(c).









 



3


     Availability Period. The period from and including the Closing Date to the earliest
of (a) the Maturity Date, (b) the date of termination of the Total Commitment pursuant to §2.3, and
(c) the date of termination of the commitment of each Bank to make Loans and of the obligation of
the Issuing Bank to make L/C Credit Extensions pursuant to the terms hereof.



     BA Discount Proceeds. With respect to any Bankers’ Acceptance to be accepted and
purchased by a Canadian Bank, an amount (rounded to the nearest whole Canadian cent, and with
one-half of one Canadian cent being rounded up) calculated on such day by multiplying (a) the face
amount of such Bankers’ Acceptance times (b) the quotient equal to (such quotient being rounded up
or down to the nearest fifth decimal place and .000005 being rounded up) (i) one divided by (ii)
the sum of (A) one plus (B) the product of (1) the Applicable BA Discount Rate (expressed as a
decimal) applicable to such Bankers’ Acceptance times (2) the quotient equal to (aa) the number of
days remaining in the term of such Bankers’ Acceptance divided by (bb) 365.



     Balance Sheet Date. December 31, 2008.



     Bankers’ Acceptance. A non-interest bearing draft drawn by a Canadian Borrower in
Canadian Dollars in the form of either a depository bill subject to the Depository Bills and Notes
Act (Canada) or a non-interest bearing bill of exchange, as defined in the Bills of Exchange Act
(Canada), in either case issued by a Canadian Borrower which has been accepted, and, if applicable,
purchased by the Canadian Banks at the request of a Canadian Borrower pursuant to §3 hereof.



     Bankers’ Acceptance Notice. See §3.1.



     Bank of America. Has the meaning ascribed thereto in the introductory paragraph
hereof.



     Banks. Collectively, the Domestic Banks, the Canadian Banks, the U.K. Banks, the PR
Banks and, solely in their role as lenders of the applicable Swing Line Loans, the Domestic Swing
Line Lenders, the Canadian Swing Line Lender and the U.K. Agent.



     Base Rate Loans. Loans bearing interest calculated by reference to the Domestic Base
Rate, the Canadian Prime Rate, the Canadian Base Rate, the Sterling Reference Rate, the Reference
U.K. Dollar Base Rate or the Euro Reference Rate, and, with respect to U.K. Swing Line Loans only,
the RBS-U.K. Sterling Reference Rate, the RBS-U.K. Euro Reference Rate or the U.K. Dollar Base
Rate.



     Borrower Materials. See §8.4



     Borrowers. Collectively, Ryder, the Canadian Borrowers, the U.K. Borrowers and Ryder
PR.



     Business Day. When used in connection with (a)(i) Domestic Loans, a Domestic Business
Day; (ii) a LIBOR Rate Loan, a Eurodollar Business Day; (iii) a Canadian Loan or a Bankers’
Acceptance, a Canadian Business Day; (iv) a U.K. Loan, a U.K. Business Day; and (v) a PR Loan, a PR
Business Day, and (b) Letters of Credit issued for the account of Ryder and its domestic
Subsidiaries, a Domestic Business Day.









 



4


     Canadian Agent. Has the meaning ascribed thereto in the introductory paragraph
hereof.



     Canadian Banks. The banks and financial institutions that shall have agreed to make
Canadian Loans to the Canadian Borrowers, as evidenced by such Bank having a positive figure beside
its name in the column titled “Canadian Commitment” on Schedule 1 hereto, as such Schedule may be
updated from time to time in accordance with §§2.3(f), 2.4 and 21 hereof and each of which is a
bank or other financial institution which is resident in Canada for purposes of the Income Tax Act
(Canada) and which is named in Schedule I or Schedule II to the Bank Act (Canada) or deemed
resident in Canada for purposes of Part XIII of the Income Tax Act (Canada) in respect of amounts
paid or credited under this Agreement and which is named in Schedule III to the Bank Act (Canada).



     Canadian Base Rate. With respect to a Canadian Loan that is a Canadian Base Rate Loan
denominated in U.S. Dollars, the annual rate of interest announced from time to time by the
Canadian Agent as its reference rate then in effect for U.S. Dollar denominated commercial loans
made by the Canadian Agent in Canada.



     Canadian Base Rate Loans. Canadian Loans that bear interest calculated by reference
to the Canadian Base Rate (with respect to Canadian Loans denominated in U.S. Dollars) or the
Canadian Prime Rate (with respect to Canadian Loans denominated in Canadian Dollars).



     Canadian Borrowers. Has the meaning ascribed thereto in the introductory paragraph
hereof.



     Canadian Business Day. Any day other than a Saturday, Sunday, or any day on which
banking institutions in Toronto, Canada or New York, New York are authorized or required by Laws to
be closed and in connection with a Canadian LIBOR Rate Loan, a Eurodollar Business Day.



     Canadian Commitment. With respect to each Canadian Bank, the amount set forth on
Schedule 1 hereto, as such Schedule may be updated from time to time in accordance with §§2.3(f),
2.4 and 21 hereof, as the amount of such Canadian Bank’s commitment to make Canadian Loans to, or
to accept Bankers’ Acceptances for, the Canadian Borrowers, as the same may be reduced from time to
time; or if such commitment is terminated pursuant to the provisions hereof, zero.



     Canadian Commitment Percentage. With respect to each Canadian Bank, the percentage
set forth on Schedule 1 hereto, as such Schedule may be updated from time to time in accordance
with §§2.3(f), 2.4 and 21 hereof, as such Canadian Bank’s percentage of the Total Canadian
Commitment.



     Canadian Dollar Equivalent. With respect to an amount of U.S. Dollars, Sterling or
Euros on any date, the amount of Canadian Dollars that may be purchased with such amount of U.S.
Dollars, Euros or Sterling at the Exchange Rate with respect to U.S. Dollars, Euros or Sterling, as
applicable, on such date.



     Canadian Dollars or C$. Dollars in lawful currency of Canada.









 



5


     Canadian Facility Fee. See §2.2(b).



     Canadian LIBOR Rate. For any Interest Period with respect to any Canadian LIBOR Rate
Loan: (a) the rate of interest per annum, expressed on the basis of a year of 360 days, determined
by the Canadian Agent, which is equal to the offered rate that appears on the page of the Reuters
LIBOR01 screen (or any successor thereto as may be selected by the Canadian Agent) that displays an
average British Bankers Association Interest Settlement Rate for deposits in U.S. Dollars with a
term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time)
two (2) Business Days prior to the first day of such Interest Period, or (b) if the rates
referenced in the preceding subsection (a) are not available, the rate per annum determined
by the Canadian Agent as the rate of interest, expressed on a basis of 360 days at which deposits
in U.S. Dollars for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Canadian LIBOR Rate Loan being made, continued or converted by the
Canadian Agent and with a term and amount comparable to such Interest Period and principal amount
of such Canadian LIBOR Rate Loan as would be offered by the Canadian Agent’s London Branch to major
banks in the offshore U.S. Dollar market at their request at approximately 11:00 a.m. (London time)
two (2) Business Days prior to the first day of such Interest Period.



     Canadian LIBOR Rate Loans. Canadian Loans denominated in U.S. Dollars that bear
interest calculated by reference to the Canadian LIBOR Rate.



     Canadian Loan Request. See §2.7(b).



     Canadian Loans. Collectively, Loans made to the Canadian Borrowers by the Canadian
Banks pursuant to §2.1.2 hereof and the Canadian Swing Line Loans.



     Canadian Note. See §2.5(b).



     Canadian Prime Rate. With respect to a Canadian Loan that is a Canadian Base Rate
Loan denominated in Canadian Dollars, the annual rate of interest announced from time to time by
the Canadian Agent as its reference rate then in effect for determining interest rates for
commercial loans in Canadian Dollars made by the Canadian Agent in Canada.



     Canadian Reference Banks. Mizuho Corporate Bank Ltd. and Royal Bank.



     Canadian Swing Line Lender. Royal Bank (and including its permitted successors in
such capacity).



     Canadian Swing Line Loan Request. See §2.14(b).



     Canadian Swing Line Loans. See §2.14(a).



     Canadian Swing Line Note. See §2.14(f).



     Capitalized Leases. Leases under which Ryder or any of its Consolidated Subsidiaries
is the lessee or obligor, the discounted future rental payment obligations under which are required
to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.









 



6


     Cash Collateralize. See §4.7.



     CDOR Rate. On any day, the annual rate of interest determined by the Canadian Agent
which is equal to the average of the yield rates per annum (calculated on the basis of a year of
365 days) applicable to Canadian Dollar bankers’ acceptances having, where applicable, identical
issue and comparable maturity dates as the Bankers’ Acceptances proposed to be issued by the
Canadian Borrowers displayed and identified as such on the “CDOR Page” (or any display substituted
therefore) of Reuters Monitor Money Rates Service at approximately 10:00 a.m. (Toronto time) on
that day or, if that day is not a Business Day, then on the immediately preceding Business Day (as
adjusted by the Canadian Agent after 10:00 a.m. (Toronto time) to reflect any error in a posted
rate of interest or in the posted average annual rate of interest); provided,
however, if those rates do not appear on that CDOR Page, then the CDOR Rate shall be the
discount rate (expressed as a rate per annum on the basis of a year of 365 day) applicable to those
Canadian Dollar bankers’ acceptances in a comparable amount to the Bankers’ Acceptances proposed to
be issued by the Canadian Borrowers quoted by the Canadian Agent as of 10:00 a.m. (Toronto time) on
that day or, if that day is not a Business Day, then on the immediately preceding Business Day.
Each determination of the CDOR Rate by the Canadian Agent shall be conclusive and binding, absent
manifest error.



     Change in Law. The occurrence, after the Closing Date, of any of the following: (a)
the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law,
rule, regulation or treaty or in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, guideline or directive by any
Governmental Authority.



     Closing Date. The date on which the conditions precedent set forth in §§11 and 12
hereof are satisfied (other than Loan Requests if no Loans are to be made on such date).



     Code. The Internal Revenue Code of 1986, as amended and in effect from time to time.



     Co-Lead Arranger. Has the meaning ascribed thereto on the cover page hereof.



     Commitment(s). With respect to any Bank, its Domestic Commitment and/or Canadian
Commitment and/or U.K. Commitment and/or PR Commitment and, with respect to each of the Domestic
Swing Line Lenders, its Domestic Swing Line Commitment.



     Commitment Percentage(s). With respect to any Bank, its Domestic Commitment
Percentage and/or Canadian Commitment Percentage and/or U.K. Commitment Percentage and/or PR
Commitment Percentage.



     Compliance Certificate. See §8.4(c).



     Consolidated or consolidated. With reference to any term defined herein, shall mean
that term as applied to the accounts of Ryder and its Consolidated Subsidiaries consolidated in
accordance with GAAP.



     Consolidated Adjusted Tangible Net Worth. At any date, the aggregate of (i)
consolidated shareholders’ equity and (ii) without duplication, an amount equal to 50% of any









 



7


deferred federal income taxes as reflected on a consolidated balance sheet of Ryder and its
Consolidated Subsidiaries prepared in accordance with GAAP,
less the sum of:




     (a) investments in Subsidiaries other than Consolidated Subsidiaries; and




     (b) the consolidated book value of all assets of Ryder and its Consolidated
Subsidiaries which are treated as intangibles under GAAP (including, without limitation,
goodwill, trademarks, trade names, operating rights, patents and licenses, and rights with
respect to the foregoing).



     Consolidated Subsidiary. As of any date, any Subsidiary or other entity the accounts
of which would be consolidated with those of Ryder in its consolidated financial statements if
prepared on such date, in accordance with Generally Accepted Accounting Principles.



     Consolidated Tangible Assets. As at any date, the consolidated assets of Ryder and
its Consolidated Subsidiaries which may properly be classified as assets in accordance with GAAP,
on a consolidated basis and after eliminating (a) all intercompany items, (b) all Intangible
Assets, and (c) all investments in Subsidiaries other than Consolidated Subsidiaries (to the extent
such investments are not otherwise eliminated).



     Debtor Relief Laws. The Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     Deemed Indebtedness Under Limited Recourse Facilities. (i) The Deemed Receivables
Indebtedness, (ii) the Deemed Securitization Indebtedness and (iii) in respect of any other Limited
Recourse Facility, an amount equal to the greater of (a) 10% of the principal amount or aggregate
payment obligations, as applicable, of such Limited Recourse Facility or (b) two times the
percentage recourse under such Limited Recourse Facility of the principal amount or aggregate
payment obligations, as applicable, of such Limited Recourse Facility (as determined in accordance
with the definition of “Limited Recourse Facilities”).



     Deemed Receivables Indebtedness. In respect of the Receivables Purchase Agreement, so
long as there is a purchased receivables balance outstanding under the Receivables Purchase
Agreement, Ryder shall be deemed to have incurred Indebtedness in an amount equal to ten percent
(10%) of the aggregate face amount of all accounts receivable of Ryder and its Consolidated
Subsidiaries which at any given time constitute purchased receivables under the Receivables
Purchase Agreements.



     Deemed Securitization Indebtedness. In respect of the Securitization Transactions,
Ryder shall be deemed to have incurred Indebtedness in an amount equal to twenty-five percent (25%)
of the amount of Indebtedness of Ryder and its Consolidated Subsidiaries or of any special purpose
securitization conduit incurred in connection with the relevant Securitization Transaction
(excluding any Indebtedness as to which Ryder or any of its Consolidated Subsidiaries is the
holder).









 



8


     Default. Any event, act or condition which with the giving of notice and/or the
passage of time would constitute an Event of Default.



     Delinquent Bank. Any Bank that (i) fails to make available to the applicable Agent
(or Swing Line Lender as expressly provided hereunder) its pro rata share of any Loan or (with
respect to the Canadian Banks) to purchase and accept any Bankers’ Acceptance or to reimburse the
Issuing Bank for the amount of each drawing paid under any Letter of Credit in accordance with the
provisions of the Loan Documents, (ii) fails to comply with the provisions of §14 with respect to
making dispositions and arrangements with the other Banks, where such Bank’s share of any payment
received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due
and payable to all of the Banks, in the case of clauses (i) and (ii) as, when and to the full
extent required by the provisions of this Agreement, or (iii) is an Impacted Bank.



     Derivatives Obligations. With respect to any Person, all obligations of such Person
in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option, bond option, total
rate of return swap, credit default swap, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including any option with
respect to any of the foregoing transactions) or any combination of the foregoing transactions.
For purposes of §§9.1 and 13.1(f) hereof, the “aggregate amount” of any Derivatives Obligations at
any time shall be the maximum amount of any termination or loss payment required to be paid by
Ryder and/or its Subsidiaries if such Derivatives Obligations were, at the time of determination
hereunder, to be terminated by reason of any event of default or early termination event
thereunder, whether or not such event of default or early termination event has in fact occurred.



     Dollar Equivalent. At any time (a) with respect to any amount denominated in Dollars,
such amount, and (b) with respect to an amount of Canadian Dollars, Sterling or Euros on any date,
the equivalent amount of U.S. Dollars as reasonably determined by any Agent or the Issuing Bank, as
the case may be, at such time on the basis of the Exchange Rate for the purchase of Dollars with
such Canadian Dollars, Sterling or Euros, as applicable on such date.



     Dollars or U.S.$ or $ or U.S. Dollars. Dollars in lawful currency of the United
States of America.



     Domestic Banks. The banks and financial institutions that shall have agreed to make
Domestic Loans to Ryder, as evidenced by such Bank having a positive figure beside its name in the
column titled “Domestic Commitment” on Schedule 1 hereto, as such Schedule may be updated from time
to time in accordance with §§2.3(f), 2.4 and 21 hereof.



     Domestic Base Rate. The highest of (a) the annual rate of interest announced from
time to time by Bank of America as its “prime rate”, (b) one-half of one percent (1/2%) above the
Federal Funds Effective Rate and (c) the Domestic LIBOR Rate for a one-month Interest Period in
effect for such day (or if such day is not a Eurodollar Business Day, the immediately preceding
Eurodollar Business Day) plus 1.00%. The “prime rate” is a rate set by Bank of America
based upon various factors including Bank of America’s costs and desired return,









 



9


general economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate. Any change in such rate
announced by Bank of America shall take effect at the opening of business on the day specified in
the public announcement of such change.



     Domestic Base Rate Loans. Domestic Loans bearing interest calculated by reference to
the Domestic Base Rate.



     Domestic Business Day. Any day other than a Saturday, Sunday, or any day on which
banking institutions in Charlotte, North Carolina, Boston, Massachusetts or New York, New York are
authorized or required by Law to be closed.



     Domestic Commitment. With respect to each Domestic Bank, the amount set forth on
Schedule 1 hereto, as such Schedule may be updated from time to time in accordance with §§2.3(f),
2.4 and 21 hereof, as the amount of such Domestic Bank’s commitment to make Domestic Loans to, or
to participate in the issuance, extension and renewal of Letters of Credit for the account of,
Ryder, as the same may be reduced from time to time; or if such commitment is terminated pursuant
to the provisions hereof, zero.



     Domestic Commitment Percentage. With respect to each Domestic Bank, the percentage
set forth on Schedule 1 hereto, as such Schedule may be updated from time to time in accordance
with §§2.3(f), 2.4 and 21 hereof, as such Domestic Bank’s percentage of the Total Domestic
Commitment.



     Domestic Facility Fee. See §2.2(a).



     Domestic LIBOR Rate. For any Interest Period with respect to a Domestic LIBOR Rate
Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:



	 	 	 	 	 
	     Domestic LIBOR Rate =
	 	Eurodollar Base Rate

1.00 — Eurodollar Reserve Percentage

	 	 








     Where,




     “Eurodollar Base Rate” means, for such Interest Period, the rate per annum
equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters
(or other commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two
Eurodollar Business Days prior to the commencement of such Interest Period, for Dollar
deposits (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period. If such rate is not available at such time for any reason, then the
“Eurodollar Base Rate” for such Interest Period shall be the rate per annum determined by
the Administrative Agent to be the rate at which deposits in Dollars for delivery on the
first day of such Interest Period in same day funds in the approximate amount of the
Domestic LIBOR Rate Loan being made, continued or converted by Bank of America and with a
term equivalent to such Interest Period would be offered by Bank of America’s London Branch
to major banks in the London interbank eurodollar market









 



10



at their request at approximately 11:00 a.m. (London time) two Eurodollar Business Days
prior to the commencement of such Interest Period.




     “Eurodollar Reserve Percentage” means, for any day during any Interest Period,
the reserve percentage (expressed as a decimal, carried out to five decimal places) in
effect on such day, whether or not applicable to any Bank, under regulations issued from
time to time by the FRB for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as “Eurocurrency liabilities”). The Domestic LIBOR Rate for
each outstanding Domestic LIBOR Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.



     Domestic LIBOR Rate Loans. Domestic Loans bearing interest calculated by reference to
the Domestic LIBOR Rate.



     Domestic Loan Request. See §2.7(a).



     Domestic Loans. Collectively, Loans made to Ryder by the Domestic Banks pursuant to
§2.1.1 and the Domestic Swing Line Loans.



     Domestic Note. See §2.5(a).



     Domestic Swing Line Commitment. With respect to each Domestic Swing Line Lender, the
amount set forth on Schedule 1 hereto, as the amount of such Domestic Swing Line Lender’s
commitment to make Domestic Swing Line Loans to Ryder, as the same may be reduced from time to
time; or if such commitment is terminated pursuant to the provisions hereof, zero. On the Closing
Date, (i) the Domestic Swing Line Commitment of Bank of America is $50,000,000 and (ii) the
Domestic Swing Line Commitment of RBS is $50,000,000. The Domestic Swing Line Commitment is part
of, and not in addition to, the Total Domestic Commitment.



     Domestic Swing Line Commitment Percentage. With respect to each Domestic Swing Line
Lender, the percentage set forth on Schedule 1 hereto, as such Domestic Swing Line Lender’s
percentage of the aggregate amount of the Total Domestic Swing Line Commitments.



     Domestic Swing Line Lenders. Bank of America and RBS (and including each such
Person’s permitted successors in such capacity).



     Domestic Swing Line Loan Request. See §2.12(b).



     Domestic Swing Line Loans. See §2.12(a).



     Domestic Swing Line Note. See §2.12(f).



     Drawdown Date. The date on which any Loan is made or is to be made.



     Eligible Assignee. Any Qualifying Bank that is (a) a Bank, an affiliate of a Bank or
an Approved Fund, (b) a commercial bank, finance company or financial institution organized under
the Laws of the United States, or any state thereof or the District of Columbia, and having









 



11


total assets in excess of $1,000,000,000; (c) a savings and loan association or savings bank
organized under the Laws of the United States, or any state thereof or the District of Columbia,
and having a net worth of at least $1,000,000,000, calculated in accordance with GAAP; (d) a
commercial bank or financial institution organized under the Laws of any other country which is a
member of the Organization for Economic Cooperation and Development (the “OECD”), or a political
subdivision of any such country, and having total assets in excess of $1,000,000,000 (or the local
currency equivalent thereof), provided that such bank is acting through a branch or agency located
in the country in which it is organized or another country which is also a member of the OECD; and
(e) the central bank of any country which is a member of the OECD; provided that neither General
Electric Capital Corporation nor any Affiliate of General Electric Capital Corporation shall be an
“Eligible Assignee” for the purposes of this Agreement.



     Employee Benefit Plan. Any employee benefit plan within the meaning of §3(3) of ERISA
maintained or contributed to by Ryder, any of its Subsidiaries, or any ERISA Affiliate, other than
a Multiemployer Plan.



     Environmental Laws. Any judgment, decree, order, law, permit, license, rule or
regulation pertaining to environmental matters, or any United States, Canadian, United Kingdom or
Puerto Rican federal, state, provincial, territorial or local statute, regulation, ordinance, order
or decree relating to public health, waste transportation or disposal, or the environment.



     Environmental Liability. Any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrowers or any guarantor hereunder or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Substances, (c) exposure
to any Hazardous Substances, (d) the release or threatened release of any Hazardous Substances into
the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.



     ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect
from time to time.



     ERISA Affiliate. Any Person which is treated as a single employer with Ryder or any
of its Subsidiaries under §414 of the Code.



     ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan
within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the
requirement of notice has not been waived.



     EU Treaties. The treaty establishing the European Community being the Treaty of Rome
of 25 March 1957 as amended by the Single European Act 1986 and by the Treaty of European Union
which was signed at Maastricht on 7 February 1992 (and came into being on November 1, 1993), (the
Maastricht Treaty) as further amended from time to time.



     EURIBOR Rate. For any Interest Period with respect to a EURIBOR Rate Loan, the rate
of interest equal to (i) the rate at which Euros are offered on Moneyline Telerate Page 248 (or









 



12


any successor thereto) at approximately 11:00 a.m. (Central European time) on the date that is
two (2) TARGET Settlement Days preceding the first day of such Interest Period. If the rate
referenced in the preceding sentence does not appear on such page or service or such page or
service shall not be available, “EURIBOR Rate” means the rate determined by the U.K. Agent to be
the offered rate on such other page or other service that displays the percentage rate per annum
determined by the Banking Federation of the European Union for deposits in Euros (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest Period, determined
as of approximately 11:00 a.m. (London time) on the date that is two (2) TARGET Settlement Days
preceding the first day of such Interest Period. If the rates referenced in the preceding two
sentences are not available, “EURIBOR Rate” means an interest rate per annum equal to the
arithmetic mean determined by the U.K. Agent (rounded upwards to the nearest 0.01%) of the rates
per annum at which deposits in Euros are offered by the U.K. Agent and the U.K. Reference Banks in
the European interbank market at approximately 11:00 a.m. (Central European time), on the day that
is two (2) TARGET Settlement Days preceding the first day of such Interest Period to other leading
banks in the European interbank market. For the purposes of this definition, “TARGET Settlement
Day” means any day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open.



     EURIBOR Rate Loan. U.K. Loans denominated in Euros bearing interest calculated by
reference to the EURIBOR Rate.



     Euro or EU. The single lawful currency of the Participating Member States.



     Euro Reference Rate. The annual rate of interest equal to the sum of (i) the
arithmetic mean of the cost of funds offered to the U.K. Agent and the U.K. Reference Banks in the
London interbank market for overdrafts denominated in Euros plus (ii) one percent (1%).



     Euro Equivalent. With respect to an amount of U.S. Dollars, Canadian Dollars or
Sterling on any date, the amount of Euros that may be purchased with such amount of U.S. Dollars,
Canadian Dollars or Sterling, as applicable, on such date.



     Eurodollar Base Rate. See the definition of Domestic LIBOR Rate.



     Eurodollar Business Day. Any day on which commercial banks are open for international
business (including dealings in Dollar deposits) in London.



     Event of Default. See §13.1



     Exchange Rate. For a currency, the rate determined by the Administrative Agent, the
Canadian Agent, the U.K. Agent or the Issuing Bank, as applicable, to be the rate quoted by the
Person acting in such capacity as the spot rate for the purchase by such Person of such currency
with another currency through its principal foreign exchange trading office at approximately 11:00
a.m. on the date two Business Days prior to the date as of which the foreign exchange computation
is made; provided that Administrative Agent, the Canadian Agent, the U.K. Agent or the
Issuing Bank, as applicable, may obtain such spot rate from another financial institution
designated by such Agent or the Issuing Bank if the Person acting in such capacity does not have as
of the date of determination a spot buying rate for any such currency.









 



13


     Excluded Taxes. With respect to any Agent, any Bank, the Issuing Bank or any other
recipient of any payment to be made by or on account of any obligation of any Borrower hereunder,
(a) taxes imposed on or measured by its overall net income or profits (however denominated), and
franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the Laws of which such recipient is organized or in which its principal
office is located or, in the case of any Bank, in which its applicable lending office is located,
(b) any branch profits taxes imposed by the United States or any similar tax imposed by any other
jurisdiction in which such Borrower is located, (c) any backup withholding tax that is required by
the Code to be withheld from amounts payable to a Bank that has failed to comply with clause (A) of
§6.2(a)(ii), and (d) in the case of a Bank (other than an assignee pursuant to a request by the
Borrowers under §6.14), any tax that (i) is required to be imposed on amounts payable to a Bank
pursuant to the Laws in force on the Closing Date or (ii) after the Closing Date, is attributable
to such Bank’s failure (other than as a result of a Change in Law) to comply with clause (B) of
§6.2(a)(ii), except to the extent that such Bank (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive additional amounts from
such Borrower with respect to such withholding tax pursuant to §19(a)(ii) or (iii).
Notwithstanding anything to the contrary contained in this definition, “Excluded Taxes” shall not
include any withholding tax imposed at any time on payments made by or on behalf of a Foreign
Obligor to any Bank hereunder or under any other Loan Document, provided that such Bank shall have
complied with §6.2(a)(i) to the extent such Bank may lawfully do so.



     Existing Credit Agreement. That certain Global Revolving Credit Agreement, as
amended, dated as of May 11, 2004, by and among the Borrowers, the lending institutions party
thereto and the Agents (as defined therein).



     Facility Fees. Collectively, the Domestic Facility Fee, the Canadian Facility Fee,
the U.K. Facility Fee and the PR Facility Fee.



     Federal Funds Effective Rate. On any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Domestic Business Day next succeeding such day; provided that (a) if such
day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the next succeeding
Domestic Business Day, and (b) if no such rate is so published on such next succeeding Domestic
Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on
such transactions as determined by the Administrative Agent.



     Fee Letter. That certain fee letter, dated as of March 25, 2009, by and among Bank of
America, BAS and Ryder.



     Fitch. Fitch Investors Service, Inc.



     Foreign Bank. With respect to any Borrower, any Bank that is organized under the Laws
of a jurisdiction other than that in which such Borrower is resident for tax purposes (including









 



14


such a Bank when acting in the capacity of the Issuing Bank). For purposes of this
definition, the United States, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.



     Foreign Borrower. Each of the Canadian Borrowers and the U.K. Borrowers.



     Foreign Obligor. Each of the Foreign Borrowers and any other Foreign Subsidiary that
becomes a Borrower or guarantor hereunder.



     Foreign Subsidiary. Any Subsidiary that is organized under the Laws of a jurisdiction
other than the United States, a State thereof or the District of Columbia.



     FRB. The Board of Governors of the Federal Reserve System of the United States.



     Fund. Any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its activities.



     Generally Accepted Accounting Principles, or GAAP. (i) When used in §§9.1 and 10,
whether directly or indirectly through reference to a capitalized term used therein, means (A)
generally accepted accounting principles in the United States set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or such
other principles as may be approved by a significant segment of the accounting profession in the
United States, that are in effect for the fiscal year ended on the Balance Sheet Date, consistently
applied, and (B) to the extent consistent with such principles, the accounting practice of Ryder
reflected in its financial statements for the year ended on the Balance Sheet Date, and (ii) when
used in general, other than as provided above, means (A) generally accepted accounting principles
in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board or such other principles as may be approved by a
significant segment of the accounting profession in the United States, that are applicable to the
circumstances as of the date of determination, consistently applied, and (B) consistently applied
with past financial statements of Ryder adopting the same principles, provided that in each case
referred to in this definition of “generally accepted accounting principles” a certified public
accountant would, insofar as the use of such accounting principles is pertinent, be in a position
to deliver an unqualified opinion (other than a qualification regarding changes in generally
accepted accounting principles) as to financial statements in which such principles have been
properly applied.



     Governmental Authority. Any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative
tribunal, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government.



     Granting Bank. See §21.6.



     Guaranteed Obligations. See §5.1.









 



15


     Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of
§3(2) of ERISA maintained or contributed to by Ryder, its Subsidiaries or any ERISA Affiliate the
benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV
of ERISA, other than a Multiemployer Plan.



     Guaranty. The guaranty contained in §5 hereof.



     Hazardous Substances. Any toxic substances, hazardous waste or other material
regulated by any Environmental Law.



     Head Office. When used in connection with (a) the Administrative Agent, the
Administrative Agent’s head office located in Boston, Massachusetts, or at such other location as
the Administrative Agent may designate from time to time, (b) the Canadian Agent, the Canadian
Agent’s designated office in Toronto, Canada, or at such other location as the Canadian Agent may
designate from time to time and (c) the U.K. Agent, the U.K. Agent’s head office located in London,
England, or at such other location as the U.K. Agent may designate from time to time.



     Honor Date. See §4.3.



     Immaterial Subsidiary. As of any date, a Subsidiary of Ryder whose results of
operations, considered alone or in the aggregate with other Subsidiaries treated as Immaterial
Subsidiaries, do not have a material effect on the business, consolidated financial position or
consolidated results of operations of Ryder and its Consolidated Subsidiaries, taken as a whole.



     Impacted Bank. A Bank as to which (a) any Agent, Swing Line Lender or any Issuing
Bank reasonably believes, in good faith, that such Bank has defaulted in fulfilling its obligations
under one or more other syndicated credit facilities or (b) such Bank or a Person that controls
such Bank has been deemed insolvent or become subject to an insolvency proceeding or other similar
proceeding, in each case, as evidenced by a notice in writing by such Agent, Swing Line Lender or
Issuing Bank to a Borrower and such Bank that such Bank is an Impacted Bank by virtue of either
clause (a) or clause (b); provided that, for the avoidance of doubt, such Bank shall not
become an Impacted Bank solely as the result of the acquisition or maintenance of an ownership
interest in such Bank or Person controlling such Bank or the exercise of control over such Bank or
Person controlling such Bank by a Governmental Authority or instrumentality thereof. Each Agent,
Swing Line Lender or Issuing Bank agrees to provide such notice to a Borrower within a commercially
reasonable time after such Agent, Swing Line Lender or Issuing Bank recognizes that such Bank is an
Impacted Bank under this definition; provided, however, that the failure to provide
such written notice shall not preclude the classification of a Bank as an Impacted Bank hereunder
by any Agent, Swing Line Lender or Issuing Bank.



     Indebtedness. With respect to any Person, at any date, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay
the deferred purchase price of property or services, except trade accounts payable arising in the
ordinary course of business, (d) all obligations of such Person as lessee under Capitalized Leases,
(e) all Deemed Indebtedness Under Limited Recourse Facilities, (f) all obligations as lessee in









 



16


respect of synthetic leases and (g) all Indebtedness of others guaranteed by such Person. For
the avoidance of doubt, all obligations under Limited Recourse Facilities other than Deemed
Indebtedness under Limited Recourse Facilities shall not be Indebtedness for the purposes of this
definition.



     Indemnifiable Taxes. Taxes other than Excluded Taxes.



     Information. See §29.



     Intangible Assets. The aggregate amount of the sum of the following (to the extent
reflected in determining consolidated shareholders’ equity): (i) all write-ups (other than
write-ups resulting from foreign currency transactions and write-ups of assets of a going concern
business made within twelve (12) months after the acquisition of such business) subsequent to
December 31, 2008 in the book value of any assets owned by Ryder or a Consolidated Subsidiary, (ii)
all investments in Subsidiaries other than Consolidated Subsidiaries, and (iii) all unamortized
debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service
marks, trade names, copyrights, organization or developmental expenses and other intangible assets.



     Intercompany Indebtedness. Any Indebtedness owed directly between Ryder and a
Subsidiary of Ryder or between Subsidiaries of Ryder.



     Interest Payment Date. With respect to (a) Base Rate Loans, the last day of each
calendar quarter and (b) LIBOR Rate Loans with an Interest Period of (i) equal to or less than
three (3) months, the last day of such Interest Period or (ii) more than three (3) months, the date
that is three (3) months from the first day of such Interest Period, and at three (3) month
intervals thereafter and, in addition, the last day of such Interest Period.



     Interest Period. With respect to each Loan (a) initially, the period commencing on
the Drawdown Date of such Loan and ending on the last day of one of the periods set forth below, as
selected by the applicable Borrower(s) in accordance with this Agreement for any LIBOR Rate Loan,
1, 2, 3, 6 or, if agreed to by all Banks, 9 or 12 months; and (b) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to such Loan and ending
on the last day of one of the periods set forth above, as selected by the applicable Borrower(s) in
accordance with this Agreement; provided that any Interest Period which would otherwise end on a
day which is not a Business Day shall be deemed to end on the next succeeding Business Day;
provided further that for any Interest Period for any LIBOR Rate Loan, if such next succeeding
Business Day falls in the next succeeding calendar month, such Interest Period shall be deemed to
end on the next preceding Business Day; and provided further that no Interest Period shall extend
beyond the Maturity Date, as applicable.



     ISP. With respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance).



     Issuing Bank. Bank of America in its capacity as issuer of Letters of Credit for the
account of Ryder and its domestic Subsidiaries, or any successor issuer of Letters of Credit for
the account of such Borrower pursuant to §21.8 hereunder.









 



17


     Issuer Documents. With respect to any Letter of Credit, the Letter Credit Application
and any other document, agreement and instrument entered into by the Issuing Bank and Ryder and its
domestic Subsidiaries or in favor of the Issuing Bank and relating to any such Letter of Credit.



     Joint Lead Arrangers. Has the meaning ascribed thereto in the introductory paragraph
hereof.



     Law(s). Collectively, all international, foreign, Federal, state, provincial and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority.



     L/C Advance. With respect to each Bank, such Bank’s funding of its participation in
any L/C Borrowing in accordance with its Domestic Commitment Percentage.



     L/C Borrowing. An extension of credit resulting from a drawing under any Letter of
Credit which has not been reimbursed on the date when made or refinanced as a Base Rate Loan
denominated in Dollars.



     L/C Credit Extension. With respect to any Letter of Credit, the issuance thereof or
extension of the expiry date thereof, or the increase of the amount thereof.



     L/C Obligations. As at any date of determination, the aggregate undrawn amount of all
outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C
Borrowings. For all purposes of this Agreement, if on any date of determination a Letter of Credit
has expired by its terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.



     Letter of Credit. Any letter of credit issued hereunder. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.



     Letter of Credit Application. An application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the Issuing Bank.



     Letter of Credit Expiration Date. The day that is thirty days prior to the Maturity
Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).



     Letter of Credit Fee. See §4.9.



     Letter of Credit Sublimit. An amount equal to $75,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Total Domestic Commitment.



     LIBOR Rate Loans. Loans bearing interest calculated by reference to the Domestic
LIBOR Rate (other than, for the avoidance of doubt, Domestic Base Rate Loans bearing interest by
reference to the Domestic LIBOR Rate as provided in the definition of “Domestic Base









 



18


Rate”), Canadian LIBOR Rate, Sterling LIBOR Rate, EURIBOR Rate, or U.K. Dollar LIBOR Rate, as
the case may be.



     Lien. Any mortgage, pledge, hypothecation, assignment, security interest, deposit
arrangement, encumbrance, lien (statutory or other), charge, or other preferential arrangement in
the nature of a security interest of any kind or nature whatsoever (including any conditional sale
or other title retention agreement, the interest of a lessor under a Capitalized Lease, and any
financing lease having substantially the same economic effect as any of the foregoing).



     Limited Recourse Facilities. Any (i) Receivables Purchase Agreement, (ii)
Securitization Transaction or (iii) other transaction similar to those set forth in clause (i) and
(ii) to which Ryder or any of its Consolidated Subsidiaries is a party, under which recourse as a
general obligation of Ryder or a Consolidated Subsidiary (other than a special purpose
non-operating Subsidiary formed for the purpose of the relevant transaction) is limited to not more
than 25% of the aggregate principal amount or aggregate payment obligations, as applicable, under
such transaction. Limited recourse as provided for in clause (iii) shall be determined by Ryder as
set forth in a written notice to the Administrative Agent (together with any appropriate supporting
documentation) and shall be reasonably acceptable to the
Administrative Agent; provided that if the
Administrative Agent does not accept such determination, Ryder and the Administrative Agent shall
enter into good faith negotiations in order to determine the amount of the limited recourse with
respect to any such transaction and, prior to Ryder and the Administrative Agent making such
determination, such transaction shall not be treated as a “Limited Recourse Facility” hereunder.



     Loan Documents. This Agreement, the Notes, the Bankers’ Acceptances, the Letter of
Credit Applications, the Letters of Credit and any other document designated as a “Loan Document”
by Ryder and the Administrative Agent.



     Loan(s). Collectively, the Canadian Loans, the Domestic Loans, the PR Loans and the
U.K. Loans.



     Loan Requests. Collectively, the Canadian Loan Requests, the Domestic Loan Requests,
PR Loans Requests and the U.K. Loan Requests.



     Majority Banks. Collectively, the Banks with greater than 50.1% of the Total
Commitment; provided that in the event that the Total Commitment has been terminated, the Majority
Banks shall be the Banks holding greater than 50.1% of the aggregate outstanding principal amount
of the Obligations on such date.



     Maturity Date. April 30, 2012.



     Moody’s. Moody’s Investors Service, Inc.



     Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA
maintained or contributed to by Ryder, any of its Subsidiaries, or any ERISA Affiliate.



     New Lending Office. See §6.2(b).









 



19


     Non-Extension Notice Date. See §4.2(c).



     Non-Schedule I Bank. At least one but not more than two Canadian Banks which are
Schedule II Banks or Schedule III Banks under the Bank Act (Canada) to be designated by the
Canadian Agent and the Canadian Borrowers (with the consent of each such Canadian Bank).



     Notes. Collectively, the Domestic Notes, the Domestic Swing Line Note, the U.K. Notes, the
U.K. Swing Line Note, the Canadian Notes, the Canadian Swing Line Note and the PR Notes.



     Obligations. All indebtedness, obligations and liabilities of the Borrowers, and any
obligations with respect to Letters of Credit issued for the account of Ryder’s domestic
Subsidiaries, to any of the Banks, the Agents and the Issuing Bank, individually or collectively,
existing on the date of this Agreement or arising thereafter, direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured,
arising by contract, operation of law or otherwise, in each case, arising or incurred under this
Agreement or any of the other Loan Documents or in respect of any of the Loans made or L/C
Obligations incurred or Bankers’ Acceptances, Letter of Credit Applications, Letters of Credit, the
Notes, or any other instrument at any time evidencing any thereof.



     Other Taxes. All present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made hereunder or under any
other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document.



     Outstanding Amount. (i) With respect to Loans on any date, the Dollar Equivalent of
the aggregate outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of such Loans occurring on such date; (ii) with respect to Swing Line
Loans on any date, the Dollar Equivalent of the aggregate outstanding principal amount thereof
after giving effect to any borrowing or prepayments or repayments of such Swing Line Loans
occurring on such date; (iii) with respect to any L/C Obligations on any date, the Dollar
Equivalent of the aggregate outstanding amount of such L/C Obligations on such date after giving
effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including as a result of any reimbursements by the
Borrowers of Unreimbursed Amounts; and (iv) with respect to any Bankers’ Acceptances on any date,
the Dollar Equivalent of the aggregate outstanding amount of such Bankers’ Acceptances on such date
after giving effect to any issuances or purchases or refunds of such Bankers’ Acceptances on such
date.



     Overnight Rate. For any day, (a) with respect to any amount denominated in Dollars,
the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the
Administrative Agent or the Issuing Bank, as the case may be, in accordance with banking industry
rules on interbank compensation, and (b) with respect to any amount denominated in Canadian
Dollars, Sterling or Euros, the rate of interest per annum at which overnight deposits in Canadian
Dollars, Sterling or Euros, in an amount approximately equal to the amount with respect to which
such rate is being determined, would be offered for such day by a branch or









 



20


Affiliate of the Canadian Agent or the U.K. Agent, as applicable, in the applicable offshore
interbank market for such currency to major banks in such interbank market.



     Participant. See §21.4.



     Participating Member States. A member state of the European Union that has adopted or
adopts a single currency in accordance with the EU Treaties.



     PBGC. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any
successor entity or entities having similar responsibilities.



     Pension Funding Rules. The rules of the Code and ERISA regarding minimum required
contributions (including any installment payment thereof) to Guaranteed Pension Plans and set forth
in, with respect to plan years ending prior to the effective date as to any such Plan of the
Pension Protection Act of 2006, §§ 401(a)(29) and 412 of the Code and Part 3, Subtitle B, of Title
I of ERISA each as in effect prior to the Pension Protection Act of 2006 and, thereafter, §§ 412,
430 and 436 of the Code and Part 3, Subtitle B, of Title I of ERISA each as in effect from time to
time.



     Permitted Liens. See §9.2.



     Person. Any individual, corporation, partnership, joint venture, limited liability
company, trust, unincorporated association, business, or other legal entity, and any government or
any governmental agency or political subdivision thereof.



     Platform. §8.4.



     PR Banks. The banks and financial institutions that shall have agreed to make PR
Loans to Ryder PR, as evidenced by each such Bank having a positive figure beside its name in the
column titled “PR Commitment” on Schedule 1 hereto, as such Schedule may be updated from time to
time in accordance with §§2.3(f), 2.4 and 21 hereof.



     PR Business Day. A Domestic Business Day.



     PR Commitment. With respect to each PR Bank, the amount set forth on Schedule 1
hereto, as such Schedule may be updated from time to time in accordance with §2.3(f), 2.4 and 21
hereof, as the amount of such PR Bank’s Commitment to make PR Loans to Ryder PR, as the same may be
reduced from time to time; or if such Commitment is terminated pursuant to the provisions hereof,
zero.



     PR Commitment Percentage. With respect to each PR Bank, the percentage set forth on
Schedule 1 hereto, as such Schedule may be updated from time to time in accordance with §§2.3(f),
2.4 and 21 hereof, as such PR Bank’s percentage of the Total PR Commitment.



     PR Facility Fee. See §2.2(d).



     PR Loan Request. See §2.7(d).









 



21


     PR Loans. Collectively, Loans made to Ryder PR by the PR Banks pursuant to §2.1.4
hereof.



     PR Note. See §2.5(e).



     Pricing Table. With respect to Domestic Loans, including Domestic Swing Line Loans,
Canadian Loans, including Canadian Swing Line Loans, U.K. Loans, including U.K. Swing Line Loans,
PR Loans, Bankers’ Acceptances, Letters of Credit, Letter of Credit Fees, Domestic Commitments,
Canadian Commitments, U.K. Commitments and PR Commitments, on each day the Applicable Acceptance
Fee Rate, Applicable Facility Fee Rate, and Applicable Margin shall be as set forth in the table
below (expressed in basis points per annum) based on the Senior Public Debt Ratings in effect on
such day. For purposes of the Pricing Table, the Senior Public Debt Rating at Level I shall be the
highest Senior Public Debt Rating and the Senior Public Debt Rating for Level VI shall be the
lowest Senior Public Debt Rating. If at any time there is a split among Senior Public Debt Ratings
of S&P, Fitch and Moody’s such that all three ratings fall in different Levels in the table below,
the Applicable Acceptance Fee Rate, Applicable Facility Fee Rate, and Applicable Margin shall be
determined by the Senior Public Debt Rating that is neither the highest nor the lowest of the three
ratings, and, if at any time there is a split among Senior Public Debt Ratings of S&P, Fitch and
Moody’s such that two of such Senior Public Debt Ratings are in one Level in the table below (the
“Majority Level”) and the third Senior Public Debt Rating is in a different Level, the Applicable
Acceptance Fee Rate, Applicable Facility Fee Rate, and Applicable Margin shall be determined by the
rating at the Majority Level. In the event that a Senior Public Debt Rating is not available from
any one of S&P, Moody’s or Fitch, the Applicable Acceptance Fee Rate, Applicable Facility Fee Rate,
and Applicable Margin shall be as set forth in the table below based on the Senior Public Debt
Ratings of S&P, Moody’s and Fitch that are available and in
effect on such day; provided that (i)
in the event of a one Level split in the Senior Public Debt Rating by S&P, Moody’s and Fitch, as
the case may be, then the Level for the higher Senior Public Debt Rating shall apply and (ii) in
the event of a two or more Level split in the Senior Public Debt Rating by S&P, Moody’s and Fitch,
as the case may be, the Level which is one step above the Level for the lower Senior Public Debt
Rating shall apply. In the event that a Senior Public Debt Rating is not available from Fitch and
one of S&P or Moody’s, the Applicable Acceptance Fee Rate, Applicable Facility Fee Rate, and
Applicable Margin shall be as set forth in the table below (expressed
in basis points per annum)
based on the Senior Public Debt Rating available from S&P or Moody’s, as the case may be, in effect
on such day. In the event that neither S&P nor Moody’s has a Senior Public Debt Rating available,
the Applicable Acceptance Fee Rate, the Applicable Facility Fee Rate, and the Applicable Margin
shall be as set forth in Level VI in the table below. If there is no Senior Public Debt Rating
from any of Fitch, S&P or Moody’s, Level VI in the table below shall apply. Adjustments to the
Applicable Acceptance Fee Rate, the Applicable Facility Fee Rate, and the Applicable Margin shall
be made on, and shall be effective as of, the day of any adjustment in the Senior Public Debt
Rating.









 



22


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	Applicable	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Margin on	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	LIBOR Rate	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Loans / Letter of	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Credit Fees /	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Applicable	 	 	Applicable	 	 	Applicable	 	 	Applicable	 
	 	 	 	 	Senior Public Debt	 	 	Facility Fee	 	 	Acceptance Fee	 	 	Margin on Base	 	 	Margin on Swing	 
	 	Level	 	 	Rating	 	 	Rate	 	 	Rate	 	 	Rate Loans	 	 	Line Loans	 
	 	I
	 	 	A / A2 / A or better
 

	 	 	 	22.5	 	 	 	 	152.5	 	 	 	 	52.5	 	 	 	 	52.5	 	 
	 	II
	 	 	A- / A3 / A-


	 	 	 	30.0	 	 	 	 	170.0	 	 	 	 	70.0	 	 	 	 	70.0	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	III
	 	 	BBB+ / Baa1 / BBB+


	 	 	 	37.5	 	 	 	 	212.5	 	 	 	 	112.5	 	 	 	 	112.5	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	IV
	 	 	BBB / Baa2 / BBB


	 	 	 	45.0	 	 	 	 	255.0	 	 	 	 	155.0	 	 	 	 	155.0	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	V
	 	 	BBB- / Baa3 / BBB-


	 	 	 	50.0	 	 	 	 	275.0	 	 	 	 	175.0	 	 	 	 	175.0	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	VI
	 	 	Worse than 

BBB- / Baa3 / BBB-

	 	 	 	62.5	 	 	 	 	337.5	 	 	 	 	237.5	 	 	 	 	237.5	 	 
	 





     Public Bank. See §8.4.



     Qualifying Bank. With respect to (a) any Domestic Bank and/or PR Bank, a Bank or
entity described in clauses (a) through (e) of the definition of Eligible Assignee that is
incorporated or organized under the Laws of the United States of America or a state thereof or the
District of Columbia or that has complied with the provisions of §6.2 hereof with respect to such
Person’s complete exemption from deduction or withholding of United States federal income taxes;
(b) any U.K. Bank, a bank (as defined for the purposes of section 879 of the Income Tax Act 2007)
or entity falling within clauses (a) through (e) of the definition of Eligible Assignee and which
in either case is within the charge to United Kingdom corporation tax as respects any payment of
interest made to it pursuant to the U.K. Loans; and (c) any Canadian Bank, a Bank or entity
described in clauses (a) through (e) of the definition of Eligible Assignee that is resident in
Canada for purposes of the Income Tax Act (Canada) and which is named in Schedule I or Schedule II
to the Bank Act (Canada) or deemed resident in Canada for purposes of Part XIII of the Income Tax
Act (Canada) in respect of amounts paid or credited under this Agreement and which is named in
Schedule III to the Bank Act (Canada).



     RBS. Has the meaning ascribed thereto in the introductory paragraph hereof.



     RBS-U.K. Sterling Reference Rate. The annual rate of interest equal to the sum of (i)
the cost of funds offered to the U.K. Agent in the London interbank market for overdrafts
denominated in Sterling plus (ii) one percent (1%).



     RBS-U.K. Euro Reference Rate. The annual rate of interest equal to the sum of (i) the
cost of funds offered to the U.K. Agent in the London interbank market for overdrafts denominated
in Euros plus (ii) one percent (1%).









 



23


     Real Property. All real property now or hereafter owned, operated, or leased by Ryder
or any of its Consolidated Subsidiaries.



     Reallocation. A transfer by the Borrowers of a portion of the Domestic Commitments or
all or a portion of the Canadian Commitments or all or a portion of the U.K. Commitments or all or
a portion of the PR Commitments in accordance with §2.4 hereof.



     Receivables Purchase Agreement. Collectively, (i) any trade receivables purchase and
sale facilities and/or other receivables purchase agreements permitted pursuant to §9.3, including
(a) the Trade Receivables Purchase and Sale Agreement, dated September 14, 2005, as amended and
supplemented to date, among Ryder Receivable Funding II, L.L.C., Ryder System, Inc., The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch and (b) any replacement, amendment or restatement to
such facility and (ii) any other trade receivables facilities that have been consented to by the
Administrative Agent, such consent not to be unreasonably withheld, in either case, whether
characterized as sales agreements or security agreements.



     Reference U.K. Dollar Base Rate. The annual rate of interest equal to the sum of (i)
the arithmetic mean of the cost of funds offered to the U.K. Agent and the U.K. Reference Banks in
the London interbank market for overdrafts denominated in Dollars plus (ii) one percent (1%).



     Refunding Bankers’ Acceptance. See §3.2.



     Register. See §21.3.



     Related Parties. With respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, trustees and advisors of such Person and of such
Person’s Affiliates.



     Replacement Bank. See §6.14.



     Replacement Notice. See §6.14.



     Revaluation Date. (a) With respect to any Loan, each of the following: (i) each date
of a borrowing of a LIBOR Rate Loan denominated in Canadian Dollars, Sterling or Euros, (ii) each
date of a continuation of a LIBOR Rate Loan denominated in Canadian Dollars, Sterling or Euros, and
(iii) such additional dates as the Agents shall determine or the Majority Banks shall require and
(b) with respect to any Bankers’ Acceptance, each of the following: (i) each date of an acceptance
of a Bankers’ Acceptance denominated in Canadian Dollars, (ii) each date of an amendment of any
such Bankers’ Acceptance having the effect of increasing the amount thereof (solely with respect to
the increased amount), (iii) each date of any payment by any Canadian Bank under any Bankers’
Acceptance denominated in Canadian Dollars and (iv) such additional dates as the Canadian Agent
shall determine or the Majority Banks shall require.



     Royal Bank. Has the meaning ascribed thereto in the introductory paragraph hereof.



     Ryder. Has the meaning ascribed thereto in the introductory paragraph hereof.









 



24


     Ryder Canada Limited. Has the meaning ascribed thereto in the introductory paragraph
hereof.



     Ryder Holdings Canada. Has the meaning ascribed thereto in the introductory paragraph
hereof.



     Ryder Ltd. Has the meaning ascribed thereto in the introductory paragraph hereof.



     Ryder PR. Has the meaning ascribed thereto in the introductory paragraph hereof.



     RSH. Has the meaning ascribed thereto in the introductory paragraph hereof.



     Same Day Funds. (a) With respect to disbursements and payments in Dollars,
immediately available funds, and (b) with respect to disbursements and payments in Canadian
Dollars, Sterling or Euros, same day or other funds as may be reasonably determined by the
applicable Agent or the Issuing Bank, as the case may be, to be customary in the place of
disbursement or payment for the settlement of international banking transactions in Canadian
Dollars, Sterling or Euros.



     Schedule I Bank. Any bank named on Schedule I to the Bank Act (Canada).



     Secured Indebtedness. (i) Indebtedness and all Derivatives Obligations of any
Borrower or any of Ryder’s Consolidated Subsidiaries and all reimbursement obligations with respect
to letters of credit, bankers’ acceptances or similar facilities issued for the account of such
Person, in each case, secured by a lien or other encumbrance on, or title to, any real or personal
property, (ii) unsecured Indebtedness and Derivatives Obligations of any of Ryder’s Consolidated
Subsidiaries (other than the Canadian Borrowers or the U.K. Borrowers) and unsecured reimbursement
obligations with respect to letters of credit, bankers’ acceptances or similar facilities issued
for the account of Ryder’s Consolidated Subsidiaries (other than the Canadian Borrowers or the U.K.
Borrowers), (iii) the aggregate liquidation preference of all Preferred Stock (as defined in §9.5
hereof) issued by Ryder’s Consolidated Subsidiaries which is not owned by Ryder and its
Consolidated Subsidiaries and (iv) any Deemed Indebtedness Under Limited Recourse Facilities and
all obligations as lessee in respect of synthetic leases, in each case to the extent not otherwise
included as Secured Indebtedness pursuant to clauses (i) and (ii) above.



     Securitized Assets. See §9.3(e).



     Securitization Transactions. Collectively, (i) the securitization transactions
permitted pursuant to §9.3 whereby (a) Ryder or an Affiliate of Ryder transfers the beneficial
interests in certain of its assets directly or indirectly to a special purpose bankruptcy-remote
Subsidiary of Ryder (a “Securitization Subsidiary”) in transfers that include one or more true
sales of such beneficial interests; (b) such Securitization Subsidiary finances (which may or may
not be a financing for accounting and tax purposes) the beneficial interests directly with a lender
or a purchaser or by issuing new securities backed by the beneficial interests and (c) such
financing is on a non-recourse basis to Ryder or any of its other Subsidiaries and/or Affiliates
(other than with respect to (1) the applicable Securitization Subsidiary, (2) any limited recourse
contemplated under this Agreement under any of the Limited Recourse Facilities, or (3) for









 



25


breaches of standard representations, warranties and covenants and indemnification obligations
that would not have a material adverse effect on the business, assets or financial condition of
Ryder and its Subsidiaries); provided that any amendments to such securitization transactions do
not materially modify or alter the terms of recourse or levels of recourse under such transaction
to levels greater than those permitted by §9.3, and (ii) any other securitization transactions that
have been consented to by the Administrative Agent, such consent not to be unreasonably withheld.



     Senior Public Debt Ratings. The rating(s) of Ryder’s public unsecured long-term
senior debt, without third party credit enhancement, issued by Fitch, Moody’s and/or S&P; or, in
the event no such debt of Ryder is outstanding or if such debt shall be outstanding but shall not
be rated by Fitch, S&P or Moody’s, the rating(s) of this credit facility issued by Fitch, Moody’s
and/or S&P (or, if Fitch, Moody’s and S&P do not exist, another nationally recognized rating agency
approved by the Administrative Agent) upon request of Ryder.



     S&P. Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.



     SPC. See §21.6.



     Sterling or £. Pounds Sterling in lawful currency of the United Kingdom.



     Sterling Reference Rate. The annual rate of interest equal to the sum of (i) the
arithmetic mean of the cost of funds offered to the U.K. Agent and the U.K. Reference Banks in the
London interbank market for overdrafts denominated in Sterling plus (ii) one percent (1%).



     Sterling Equivalent. With respect to an amount of U.S. Dollars, Canadian Dollars, or
Euros on any date, the amount of Sterling that may be purchased with such amount of U.S. Dollars,
Canadian Dollars, or Euros at the Exchange Rate with respect to U.S. Dollars, Canadian Dollars, or
Euros, as applicable, on such date.



     Sterling LIBOR Rate. For any Interest Period with respect to a U.K. LIBOR Rate Loan
denominated in Sterling, the annual rate of interest at which Sterling deposits are offered on
Moneyline Telerate Page 3750 (or any successor thereto) at approximately 11:00 a.m. (London time)
on the first Eurodollar Business Day of such Interest Period. If the rate referenced in the
preceding sentence does not appear on such page or service or such page or service shall not be
available, the annual rate of interest referred to in the first sentence shall be equal to the rate
determined by the U.K. Agent to be the offered rate on such other page or other service that
displays an average British Bankers Association Interest Settlement Rate for deposits in Sterling
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) on the first Eurodollar Business
Day of such Interest Period. If the rates referenced in the preceding two sentences are not
available, the annual rate of interest referred to in the first sentence shall be determined by the
U.K. Agent as the rate of interest at which deposits in Sterling for delivery on the first day of
such Interest Period in same day funds in the approximate amount of the U.K. LIBOR Rate Loan being
made, continued or converted by the U.K. Agent and with a term equivalent to such Interest Period
would be offered by the U.K. Agent to major banks in the London interbank









 



26


market at their request at approximately 4:00 p.m. (London time) on the first Eurodollar
Business Day of such Interest Period.



     Subordinated Indebtedness. The aggregate (without duplication) of the following:




     (a) Indebtedness of Ryder or a Consolidated Subsidiary that is outstanding on the
Closing Date and that is subordinated to the Obligations arising hereunder pursuant to an
agreement or instrument containing subordination provisions previously approved by the
Administrative Agent;




     (b) Indebtedness of Ryder that is incurred after the Closing Date and that (i) is
subordinated to the Obligations arising hereunder pursuant to an agreement or instrument
treating the Obligations arising hereunder as senior debt and containing subordination
provisions no less favorable to the Banks than those set forth in Exhibit E attached hereto
or pursuant to subordination provisions treating the Obligations arising hereunder as senior
debt and otherwise satisfactory in form and substance to the Majority Banks, and (ii) unless
such Indebtedness is Intercompany Indebtedness, has a final maturity not less than six years
after the date of incurrence thereof;



     provided
that, without the prior written consent of the Majority Banks, Ryder shall not suffer
or permit subordination provisions of any Subordinated Indebtedness to be changed, amended or
modified from those set forth on Exhibit E or otherwise approved by the Majority Banks after such
provisions have been adopted.



     Subsidiary. Any corporation, association, trust, or other business entity of which
the designated parent shall at any time own directly or indirectly through a Subsidiary or
Subsidiaries at least a majority of the outstanding capital stock or other interest entitled to
vote generally.



     Swing Line Lenders. The Domestic Swing Line Lenders (in the case of Domestic Swing
Line Loans), the Canadian Swing Line Lender (in the case of Canadian Swing Line Loans) and the U.K.
Agent (in the case of U.K. Swing Line Loans).



     Swing Line Loan Maturity Date. With respect to any Swing Line Loan, unless otherwise
set forth herein, the proposed maturity date of such Loan, as set forth in the Swing Line Loan
Request delivered by a Borrower to the applicable Agent pursuant to §2.12, §2.13, or §2.14 hereof,
which in no event shall be later than the earlier to occur of (i) ten (10) Business Days after the
Drawdown Date of such Loan and (ii) the Maturity Date. Notwithstanding anything to the contrary
contained herein, any Swing Line Loan provided under §§2.12, 2.13 or 2.14, as the case may be, that
causes the Outstanding Amount of any Swing Line Loan to be in excess of $25,000,000, shall cause
such Outstanding Amount be repaid one (1) Business day after the Drawdown Date of such Swing Line
Loan with the proceeds of the Base Rate Loan deemed to be requested under such §§2.12, 2.13 or
2.14, as the case may be.



     Swing Line Loan Request. A Domestic Swing Line Loan Request, a Canadian Swing Line
Loan Request, or a U.K. Swing Line Loan Request, as the context may require.









 



27


     Swing Line Loans. Collectively, the Domestic Swing Line Loans, the U.K. Swing Line
Loans and the Canadian Swing Line Loans.



     Syndication Agent. Has the meaning ascribed thereto on the cover page hereof.



     Taxes. All present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.



     Total Canadian Commitment. The sum of the Canadian Commitments of the Canadian Banks,
as in effect from time to time. The Total Canadian Commitment shall not, at any time, exceed
$90,000,000.



     Total Commitment. The sum of the Total Canadian Commitment, the Total Domestic
Commitment, the Total U.K. Commitment and the Total PR Commitment, each as in effect from time to
time. The Total Commitment shall not, at any time, exceed $875,000,000.



     Total Commitment Percentage. With respect to each Bank, the percentage set forth next
to such Bank on Schedule 1 hereto, as such Schedule may be updated from time to time in accordance
with §§2.3(f), 2.4 and 21 hereof, as such Bank’s percentage of the Total Commitment.



     Total Domestic Commitment. The sum of the Domestic Commitments of the Domestic Banks,
as in effect from time to time.



     Total Domestic Swing Line Commitment. The sum of the Domestic Swing Line Commitments
of the Domestic Swing Line Lenders, as in effect from time to time. On the Closing Date, the Total
Domestic Swing Line Commitment is $100,000,000.



     Total Outstandings. The Outstanding Amount of all Loans, all Bankers’ Acceptances and
all L/C Obligations.



     Total PR Commitment. The sum of the PR Commitments of the PR Banks, as in effect from
time to time. The Total PR Commitment shall not, at any time, exceed $10,000,000.



     Total U.K. Commitment. The sum of the U.K. Commitments of the U.K. Banks, as in
effect from time to time. The Total U.K. Commitment shall not, at any time, exceed $90,000,000.



     U.K. Agent. Has the meaning ascribed thereto in the introductory paragraph hereof.



     U.K. Banks. The banks and financial institutions that shall have agreed to make U.K.
Loans to the U.K. Borrowers, as evidenced by such Bank having a positive figure beside its name in
the column titled “U.K. Commitment” on Schedule 1 hereto, as such Schedule may be updated from time
to time in accordance with §§2.3(f), 2.4 and 21 hereof.



     U.K. Base Rate Loans. U.K. Loans bearing interest calculated by reference to the
Sterling Reference Rate (with respect to U.K. Base Rate Loans denominated in Sterling) or the









 



28


Euro Reference Rate (with respect to U.K. Base Rate Loans denominated in Euros) or the
Reference U.K. Dollar Base Rate (with respect to the U.K. Base Rate Loans denominated in U.S.
Dollars) and, with respect to U.K. Swing Line Loans only, the RBS-U.K. Sterling Reference Rate
(with respect to U.K. Swing Line Loans denominated in Sterling), the RBS-U.K. Euro Reference Rate
(with respect to U.K. Swing Line Loans denominated in Euros) or the U.K. Dollar Base Rate.



     U.K. Borrowers. Has the meaning ascribed thereto in the introductory paragraph
hereof.



     U.K. Business Day. Any day other than a Saturday, Sunday, or any day on which banking
institutions in London, England are authorized or required by Law to be closed.



     U.K.
Commitment. With respect to each U.K. Bank, the amount set forth
on Schedule 1
hereto, as such Schedule may be updated from time to time in accordance with §§2.3(f), 2.4 and 21
hereof, as the amount of such U.K. Bank’s commitment to make U.K. Loans to the U.K. Borrowers, as
the same may be reduced from time to time; or if such commitment is terminated pursuant to the
provisions hereof, zero.



     U.K. Commitment Percentage. With respect to each U.K. Bank, the percentage set forth
on Schedule 1 hereto, as such Schedule may be updated from time to time in accordance with
§§2.3(f), 2.4 and 21 hereof, as such U.K. Bank’s percentage of the Total U.K. Commitment.



     U.K. Dollar Base Rate. The annual rate of interest equal to the sum of (i) the cost
of funds offered to the U.K. Agent in the London interbank market for overdrafts denominated in
Dollars plus (ii) one percent (1%).



     U.K. Dollar LIBOR Rate. For any Interest Period with respect to a U.K. LIBOR Rate
Loan denominated in U.S. Dollars, the annual rate of interest at which U.S. Dollar deposits are
offered on Moneyline Telerate Page 3750 (or any successor thereto) at approximately 11:00 a.m.
(London time) two Eurodollar Business Days prior to the beginning at such Interest Period. If the
rate referenced in the preceding sentence does not appear on such page or service or such page or
service shall not be available, the annual rate of interest referred to in the first sentence shall
be equal to the rate determined by the U.K. Agent to be the offered rate on such other page or
other service that displays an average British Bankers Association Interest Settlement Rate for
deposits in U.S. Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two
Eurodollar Business Days prior to the first day of such Interest Period. If the rates referenced
in the preceding two sentences are not available, the annual rate of interest referred to in the
first sentence shall be determined by the U.K. Agent as the rate of interest at which deposits in
U.S. Dollars for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the U.K. LIBOR Rate Loan being made, continued or converted by the U.K. Agent
and with a term equivalent to such Interest Period would be offered by the U.K. Agent to major
banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London
time) two Eurodollar Business Days prior to the first day of such Interest Period.



     U.K. Facility Fee. See §2.2(c).









 



29


     U.K. LIBOR Rate Loans. U.K. Loans bearing interest calculated by reference to the
Sterling LIBOR Rate (with respect to U.K. Loans denominated in Sterling) or the U.K. Dollar LIBOR
Rate (with respect to U.K. Loans denominated in U.S. Dollars).



     U.K. Loan Request. See §2.7(c).



     U.K. Loans. Collectively, Loans made to the U.K. Borrowers by the U.K. Banks pursuant
to §2.1.3 hereof and the U.K. Swing Line Loans.



     U.K. Note. See §2.5(c).



     U.K. Reference Banks. Bank of America, Mizuho Corporate Bank, Ltd. and RBS.



     U.K. Swing Line Loan Request. See §2.13(b).



     U.K. Swing Line Loans. See §2.13(a).



     U.K. Swing Line Note. See §2.13(f).



     Unreimbursed Amount. See §4.3(a).



     §1.2. Rules of Interpretation.




     (a) A reference to any document or agreement (including this Agreement) shall include
such document or agreement as amended, modified or supplemented from time to time in
accordance with its terms and the terms of this Agreement.




     (b) The singular includes the plural and the plural includes the singular. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.




     (c) A reference to any law includes any amendment or modification to such law.




     (d) Unless the context requires otherwise, any reference herein to any Person shall be
construed to include such Person’s permitted successors and permitted assigns.




     (e) Accounting terms capitalized but not otherwise defined herein have the meanings
assigned to them by Generally Accepted Accounting Principles applied on a consistent basis
by the accounting entity to which they refer.




     (f) The words “include”, “includes” and “including” are not limiting.




     (g) All terms not specifically defined herein or by Generally Accepted Accounting
Principles, which terms are defined in the Uniform Commercial Code as in effect in the State
of New York, have the meanings assigned to them therein.




     (h) Reference to a particular “§” refers to that section of this Agreement unless
otherwise indicated.









 



30



     (i) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to
this Agreement as a whole and not to any particular section or subdivision of this
Agreement.




     (j) The word “will” shall be construed to have the same meaning and effect as the word
“shall.”




     (k) Unless the context requires otherwise, all references in a Loan Document to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, the Loan Document in which such references
appear.




     (l) Unless the context requires otherwise, the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights.



     §1.3. Accounting Terms.




     (a) Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including financial
ratios and other financial calculations) required to be submitted pursuant to this Agreement
shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from
time to time, applied in a manner consistent with that used in preparing the audited
financial statements, except as otherwise specifically prescribed herein.




     (b) Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and either
the Borrowers or the Majority Banks shall so request, the Administrative Agent, the Banks
and the Borrowers shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP (subject to the
approval of the Majority Banks); provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such change
therein and (ii) the Borrowers shall provide to the Administrative Agent and the Banks
financial statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.



     §1.4. Currency Equivalents. Wherever in this Agreement in connection with a borrowing
or other extension of credit, the conversion, continuation or prepayment of a LIBOR Rate Loan, a
Banker’s Acceptance or the issuance, amendment or extension of a Letter of Credit or, an amount,
such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing or other
extension of credit, LIBOR Rate Loan, Banker’s Acceptance or Letter of Credit is denominated in
Canadian Dollars, Sterling or Euros (as the case may be), such amount shall be the equivalent
amount thereof in Canadian Dollars, Sterling or Euros as determined by the relevant Agent as such
time on the basis of the Exchange Rate (determined in respect of the most recent Revaluation Date)
for the purchase of such Canadian Dollars, Sterling or Euros









 



31


(rounded to the nearest unit of such Canadian Dollars, Sterling or Euros, with 0.5 of a unit
being rounded upward), as determined by the relevant Agent or the Issuing Bank, as the case may be.



     §1.5. Times of Day. Unless otherwise specified, all references herein to times of day
shall be references to Eastern time (daylight or standard, as applicable).



     §1.6. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in
effect at such time; provided, however, that with respect to any Letter of Credit
that, by its terms or the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be
deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time; provided
further that with respect to any Letter of Credit where the stated amount decreases, the
maximum stated amount of such Letter of Credit shall reflect such decrease solely after giving
effect to such decrease.



     §2. THE CREDIT FACILITIES.



     §2.1. Commitment to Lend.




     §2.1.1. Domestic Loans. Subject to the terms and conditions set forth
in this Agreement, each of the Domestic Banks severally agrees to lend to Ryder and
Ryder may borrow, repay, and reborrow from time to time during the Availability
Period, upon notice by Ryder to the Administrative Agent given in accordance with
this §2, such sums in Dollars as are equal to such Domestic Bank’s Domestic
Commitment Percentage of the Domestic Loans requested by Ryder;
provided that (a)
the sum of (i) the Outstanding Amount of the Domestic Loans,
plus (ii) the
Outstanding Amount of L/C Obligations with respect to Letters of Credit issued for
the account of Ryder and its domestic Subsidiaries, shall not, at any time and after
giving effect to all amounts requested, exceed the Total Domestic Commitment and (b)
the sum of (i) the Outstanding Amount of the Domestic Loans owed to a Domestic Bank,
plus (ii) such Domestic Bank’s Domestic Commitment Percentage of the outstanding L/C
Obligations with respect to Letters of Credit issued for the account of Ryder and
its domestic Subsidiaries, shall not, at any time and after giving effect to all
amounts requested, exceed such Domestic Bank’s Domestic Commitment.




     §2.1.2. Canadian Loans. Subject to the terms and conditions set forth
in this Agreement, each of the Canadian Banks severally agrees to lend to the
Canadian Borrowers in U.S. Dollars or Canadian Dollars, and the Canadian Borrowers
may borrow, repay, and reborrow from time to time in U.S. Dollars or Canadian
Dollars during the Availability Period, upon notice by the Canadian Borrowers to the
Canadian Agent given in accordance with this §2, such sums in U.S. Dollars or
Canadian Dollars as are equal to such Bank’s Canadian Commitment Percentage of the
Canadian Loans requested by the Canadian Borrowers; provided
that (a) the sum of (i)
the Outstanding Amount of the Canadian Loans denominated in Dollars,
plus (ii) the
Outstanding Amount of the









 



32



Canadian Loans denominated in Canadian Dollars, plus (iii) the Outstanding
Amount of Bankers’ Acceptances then outstanding, shall not, at any time and after
giving effect to all amounts requested, exceed the Total Canadian Commitment and (b)
the sum of (i) the Outstanding Amount of the Canadian Loans denominated in Dollars
owed to a Canadian Bank, plus (ii) the Outstanding Amount of the Canadian Loans
denominated in Canadian Dollars owed to such Canadian Bank, plus (iii) the
Outstanding Amount of Bankers’ Acceptances purchased by such Canadian Bank, shall
not, at any time and after giving effect to all amounts requested, exceed such
Canadian Bank’s Canadian Commitment.




     §2.1.3. U.K. Loans. Subject to the terms and conditions set forth in
this Agreement, each of the U.K. Banks severally agrees to lend to the U.K.
Borrowers in U.S. Dollars, Sterling or Euros, and the U.K. Borrowers may borrow,
repay, and reborrow from time to time in U.S. Dollars, Sterling or Euros during the
Availability Period, upon notice by the U.K. Borrowers to the U.K. Agent given in
accordance with this §2, such sums in U.S. Dollars, Sterling or Euros as are equal
to such Bank’s U.K. Commitment Percentage of the U.K. Loans requested by the U.K.
Borrowers; provided that (a) the sum of (i) the Outstanding Amount of the U.K. Loans
denominated in Dollars, plus (ii) the Outstanding Amount of the U.K. Loans
denominated in Sterling, plus (iii) the Outstanding Amount of the U.K. Loans
denominated in Euros, shall not, at any time and after giving effect to all amounts
requested, exceed the Total U.K. Commitment and (b) the sum of (i) the Outstanding
Amount of the U.K. Loans denominated in Dollars owed to a U.K. Bank,
plus (ii) the
Outstanding Amount of the U.K. Loans denominated in Sterling owed to such U.K. Bank,
plus (iii) the Outstanding Amount of the U.K. Loans denominated in Euros owed to
such U.K. Bank, shall not, at any time and after giving effect to all amounts
requested, exceed such U.K. Bank’s U.K. Commitment.




     §2.1.4. PR Loans. Subject to the terms and conditions set forth in
this Agreement, each of the PR Banks severally agree to lend to Ryder PR in U.S.
Dollars and Ryder PR may borrow, repay, and reborrow from time to time in U.S.
Dollars during the Availability Period, upon notice by Ryder PR to the
Administrative Agent given in accordance with this §2, such sums in U.S. Dollars as
are equal to such PR Bank’s PR Commitment Percentage of the PR Loans requested by
Ryder PR; provided that (a) the sum of the Outstanding Amount of the PR Loans shall
not, at any time and after giving effect to all amounts requested, exceed the Total
PR Commitment and (b) the sum of the Outstanding Amount of the PR Loans owed to a PR
Bank shall not, at any time and after giving effect to all amounts requested, exceed
such PR Bank’s PR Commitment.



     §2.2. Facility Fee.




     (a) Ryder agrees to pay to the Administrative Agent, for the pro rata account of each
of the Domestic Banks, a fee (the “Domestic Facility Fee”) on the Total Domestic Commitment
(whether or not used) equal to the Applicable Facility Fee Rate
multiplied by the Total
Domestic Commitment (or, if the Total Domestic Commitment has









 



33



terminated, on the Outstanding Amount of all Domestic Loans and L/C Obligations). The
Domestic Facility Fee shall be payable by Ryder quarterly in arrears on the last day of each
calendar quarter for the quarter then ending, commencing with the first such date after the
Closing Date and with a final payment on the Maturity Date (or on the date of the
termination in full of the Total Domestic Commitment, if earlier).




     (b) The Canadian Borrowers jointly and severally agree to pay to the Canadian Agent,
for the pro rata account of each of the Canadian Banks, a fee (the “Canadian Facility Fee”)
on the Total Canadian Commitment (whether or not used) equal to the Applicable Facility Fee
Rate multiplied by the Total Canadian Commitment (or, if the Total Canadian Commitment has
terminated, on the Outstanding Amount of all Canadian Loans and Bankers’ Acceptances). The
Canadian Facility Fee shall be payable by the Canadian Borrowers quarterly in arrears on the
last Business Day of each calendar quarter for the quarter then ending, commencing with the
first such date after the Closing Date and with a final payment on the Maturity Date (or on
the date of the termination in full of the Total Canadian Commitment, if earlier).




     (c)
The U.K. Borrowers jointly and severally agree to pay the U.K. Agent, for the pro
rata account of each of the U.K. Banks, a fee (the “U.K. Facility Fee”) on the Total U.K.
Commitment (whether or not used) equal to the Applicable Facility Fee
Rate multiplied by the
Total U.K. Commitment (or, if the Total U.K. Commitment has terminated, on the Outstanding
Amount of all U.K. Loans). The U.K. Facility Fee shall be payable by the U.K. Borrowers
quarterly in arrears on the last day of each calendar quarter for the quarter then ending,
commencing with the first such date after the Closing Date and with a final payment on the
Maturity Date (or on the date of the termination in full of the Total U.K. Commitment, if
earlier).




     (d)
Ryder PR agrees to pay the Administrative Agent, for the pro
rata account of each
of the PR Banks, a fee (the “PR Facility Fee”) on the Total PR Commitment (whether or not
used) equal to the Applicable Facility Fee Rate multiplied by the Total PR
Commitment (or, if the Total PR Commitment has terminated, on the Outstanding Amount of all
PR Loans). The PR Facility Fee shall be payable by Ryder PR quarterly in arrears on the
last day of each calendar quarter for the quarter then ending, commencing with the first
such date after the Closing Date and with a final payment on the Maturity Date (or on the
date of the termination in full of the Total PR Commitment, if earlier).



     §2.3. Reduction of Commitments.




     (a) Ryder shall have the right at any time and from time to time, upon three (3)
Domestic Business Days prior written notice to the Administrative Agent, to reduce by
$10,000,000 or a larger integral multiple of $1,000,000 or terminate entirely the Total
Domestic Commitment, whereupon each Domestic Bank’s Domestic
Commitment shall be reduced pro
rata in accordance with such Domestic Bank’s Domestic Commitment Percentage of the amount
specified in such notice or, as the case may be, terminated. Promptly after receiving any
notice by Ryder delivered pursuant to this §2.3(a), the Administrative Agent will notify the
Domestic Banks and the other Agents thereof. Upon the effective date of any such reduction
or termination, Ryder shall pay to the









 



34



Administrative
Agent, for the pro rata accounts of the Domestic Banks, the full amount
of the accrued and unpaid Domestic Facility Fee on the amount of such reduction.
Notwithstanding the foregoing, at no time may the Total Domestic Commitment be reduced to an
amount less than the sum of (i) the Outstanding Amount of all Domestic Loans then
outstanding, plus (ii) the Outstanding Amount of L/C Obligations with respect to Letters of
Credit issued for the account of Ryder and its domestic Subsidiaries.




     (b) The Canadian Borrowers shall have the right at any time and from time to time, upon
three (3) Canadian Business Days prior written notice to the Canadian Agent, to reduce by
$5,000,000 or a larger integral multiple of $1,000,000 or terminate entirely the Total
Canadian Commitment, whereupon each Canadian Bank’s Canadian
Commitment shall be reduced pro
rata in accordance with such Canadian Bank’s Canadian Commitment Percentage of the amount
specified in such notice or, as the case may be, terminated. Promptly after receiving any
notice of the Canadian Borrowers delivered pursuant to this §2.3(b), the Canadian Agent will
notify the Canadian Banks and the other Agents thereof. Upon the effective date of any such
reduction or termination, the Canadian Borrowers shall pay to the Canadian Agent, for the
pro rata accounts of the Canadian Banks, the full amount of the accrued and unpaid Canadian
Facility Fee on the amount of such reduction. Notwithstanding the foregoing, at no time may
the Total Canadian Commitment be reduced to an amount less than the sum of (i) the
Outstanding Amount of Canadian Loans denominated in Dollars, plus (ii) the Outstanding
Amount of Canadian Loans denominated in Canadian Dollars, plus (iii) the Outstanding Amount
of Bankers’ Acceptances.




     (c) The U.K. Borrowers shall have the right at any time and from time to time, upon
three (3) U.K. Business Days prior written notice to the U.K. Agent, to reduce by $5,000,000
or a larger integral multiple of $1,000,000 or terminate entirely the Total U.K. Commitment,
whereupon each U.K. Bank’s U.K. Commitment shall be reduced pro rata in accordance with such
U.K. Bank’s U.K. Commitment Percentage of the amount specified in such notice or, as the
case may be, terminated. Promptly after receiving any notice of the U.K. Borrowers
delivered pursuant to this §2.3(c), the U.K. Agent will notify the U.K. Banks and the other
Agents thereof. Upon the effective date of any such reduction or termination, the U.K.
Borrowers shall pay to the U.K. Agent, for the pro rata accounts of the U.K. Banks, the full
amount of the accrued and unpaid U.K. Facility Fee on the amount of such reduction.
Notwithstanding the foregoing, at no time may the Total U.K. Commitment be reduced to an
amount less than the sum of (i) the Outstanding Amount of all U.K. Loans denominated in
Dollars, plus (ii) the Outstanding Amount of all U.K.
Loans denominated in Sterling, plus
(iii) the Outstanding Amount of all U.K. Loans denominated in Euros.




     (d) Ryder PR shall have the right at any time and from time to time, upon three (3)
Domestic Business Days prior written notice to the Administrative Agent to reduce by
$1,000,000 or a larger integral multiple of $1,000,000 or terminate entirely the Total PR
Commitment, whereupon each PR Bank’s PR Commitment shall be
reduced pro rata in accordance
with such PR Bank’s PR Commitment Percentage of the amount specified in such notice or, as
the case may be, terminated. Promptly after receiving any notice of Ryder PR delivered
pursuant to this §2.3(d), the Administrative Agent will









 



35



notify the PR Banks and the other Agents thereof. Upon the effective date of any such
reduction or termination, Ryder PR shall pay to the Administrative
Agent, for the pro rata
accounts of the PR Banks, the full amount of the accrued and unpaid PR Facility Fee on the
amount of such reduction. Notwithstanding the foregoing, at no time may the Total PR
Commitment be reduced to an amount less than the sum of the Outstanding Amount of all PR
Loans.




     (e) Excluding any Reallocation pursuant to §2.4 hereof, no reduction or termination of
the Total Domestic Commitment, the Total Canadian Commitment, the Total U.K. Commitment or
the Total PR Commitment once made may be revoked; the portion of the Total Domestic
Commitment, the Total Canadian Commitment, the Total U.K. Commitment or the Total PR
Commitment reduced or terminated may not be reinstated; and amounts in respect of such
reduced or terminated portion may not be reborrowed.




     (f) Promptly after the effectiveness of any partial reduction in the Commitments
pursuant to this §2.3, the Administrative Agent shall distribute to each Bank an updated
Schedule 1 hereto reflecting such reduction, and the Borrowers hereby authorize such
amendment to Schedule 1.



     §2.4. Reallocation of Commitments.




     (a) Subject to the conditions set forth in this §2.4, the Borrowers shall have the
right at any time and from time to time upon five (5) Business Days prior written notice to
each of the Agents to (i) increase the Total Domestic Commitment by reducing and
reallocating by an equivalent amount all or a portion of the Total Canadian Commitment
and/or the Total U.K. Commitment and/or the Total PR Commitment to the Total Domestic
Commitment, (ii) increase the Total Canadian Commitment (to the extent the same has been
previously reallocated to the Total Domestic Commitment or the Total U.K. Commitment or the
Total PR Commitment) by reducing and reallocating by an equivalent amount a portion of the
Total Domestic Commitment and/or the Total U.K. Commitment and/or Total PR Commitment to the
Total Canadian Commitment, (iii) increase the Total U.K. Commitment (to the extent the same
has been previously reallocated to the Total Domestic Commitment or the Total Canadian
Commitment or the Total PR Commitment) by reducing and reallocating by an equivalent amount
a portion of the Total Domestic Commitment and/or all or a portion of the Total Canadian
Commitment and/or Total PR Commitment to the Total U.K. Commitment or (iv) increase the
Total PR Commitment (to the extent the same has been previously reallocated to the Total
Domestic Commitment or the Total Canadian Commitment or the Total U.K. Commitment) by
reducing or reallocating by an equivalent amount a portion of the Total Domestic Commitment
and/or Total Canadian Commitment and/or Total U.K. Commitment to the Total PR Commitment.




     (b) Any Reallocation pursuant to §2.4 shall be subject to the following conditions:









 



36



     (i) Each Reallocation of Commitment amounts shall be made only between the
offices or affiliates of a Bank such that the sum of all the Commitments of each
Bank and its affiliates shall not be increased or decreased as a result of any
Reallocation.




     (ii) Each increase in the Total Domestic Commitment, Total Canadian Commitment,
Total U.K. Commitment or Total PR Commitment, as the case may be, shall be offset by
a corresponding and equivalent reduction in one or more of the Total Domestic
Commitment, Total Canadian Commitment, Total U.K. Commitment and Total PR
Commitment, such that the Total Commitment in effect immediately before a
Reallocation shall be equal to the Total Commitment immediately after, and after
giving effect to, such Reallocation.




     (iii) No Reallocation shall increase (A) the Total Canadian Commitment in
excess of $90,000,000, (B) the Total U.K. Commitment in excess of $90,000,000 or (C)
the Total PR Commitment in excess of $10,000,000.




     (iv) No Reallocation shall result in (A) any Domestic Bank having a positive
Canadian Commitment, U.K. Commitment or PR Commitment if such Domestic Bank, or its
affiliate, did not have such positive Canadian Commitment, U.K. Commitment or PR
Commitment on the Closing Date or acquire such Commitment by assignment after the
Closing Date, or (B) any U.K. Bank having a positive Canadian Commitment or PR
Commitment if such U.K. Bank, or its affiliate, did not have such positive Canadian
Commitment or PR Commitment on the Closing Date or acquire such Commitment by
assignment after the Closing Date, or (C) any Canadian Bank having a positive U.K.
Commitment or PR Commitment if such Canadian Bank, or its affiliate, did not have
such positive U.K. Commitment or PR Commitment on the Closing Date or acquire such
Commitment by assignment after the Closing Date, or (D) any PR Bank having a
positive U.K. Commitment or Canadian Commitment if such PR Bank, or its affiliate,
did not have such positive U.K. Commitment or Canadian Commitment on the Closing
Date or acquire such Commitment by assignment after the Closing Date.




     (v)
Subject to §2.4(b)(iv), each Reallocation shall be made
pro rata among the
Banks whose Commitments are being reallocated from one type of Commitment to
another, but shall not cause the Commitments of any other Banks to change (but will
result in a change in Commitment Percentages).




     (vi) Subject to Section 6.16, in no event shall (A) the Total Domestic
Commitment be reduced to an amount less than the sum of (i) the Outstanding Amount
of all Domestic Loans, plus (ii) the Outstanding Amount of L/C Obligations with
respect to Letters of Credit issued for the account of Ryder and its domestic
Subsidiaries; (B) the Total Canadian Commitment be reduced to an amount less than
the sum of (i) the Outstanding Amount of Canadian Loans
denominated in Dollars, plus
(ii) the Outstanding Amount of Canadian Loans denominated in
Canadian Dollars, plus
(iii) the Outstanding Amount of Bankers’









 



37



Acceptances; (C) the Total U.K. Commitment be reduced to an amount less than
the sum of (i) the Outstanding Amount of all U.K. Loans
denominated in Dollars, plus
(ii) the Outstanding Amount of all U.K. Loans denominated in
Sterling, plus (iii)
the Outstanding Amount of all U.K. Loans denominated in Euros; or (D) the Total PR
Commitment be reduced to an amount less than the sum of the Outstanding Amount of
all PR Loans.




     (c) The Administrative Agent shall (i) notify each of the Banks promptly after
receiving any notice of a Reallocation delivered by the Borrowers pursuant to this §2.4 and
(ii) promptly upon the effectiveness of any such Reallocation, distribute to each Bank an
updated Schedule 1 hereto, reflecting the changes in the respective Commitments of the
Banks, and the Borrowers hereby authorize such amendment to Schedule 1.



     §2.5. The Notes and Loan Accounts.




     (a) The Domestic Loans (other than the Domestic Swing Line Loans) may be evidenced by
separate promissory notes of Ryder in substantially the form of Exhibit A-1 hereto (each, a
“Domestic Note”), dated as of the Closing Date and completed with appropriate insertions.
Upon the request of any Domestic Bank to Ryder made through the Administrative Agent, Ryder
shall execute and deliver to such Bank (through the Administrative Agent) a Domestic Note,
which shall evidence such Bank’s Domestic Loans to Ryder in addition to such accounts or
records referred to in §2.5(f). One such Domestic Note shall be payable to the order of
each Domestic Bank requesting such a Note in an amount equal to its Domestic Commitment
(plus, if such Bank has a Canadian Commitment, a U.K. Commitment and/or a PR Commitment, the
amount of such other Commitment(s)), and shall represent the obligation of Ryder to pay such
Domestic Bank such principal amount or, if less, the outstanding principal amount of all
Domestic Loans made by such Domestic Bank, plus interest accrued thereon, as set forth
herein.




     (b) The Canadian Loans (other than the Canadian Swing Line Loans) may be evidenced by
separate promissory notes of the Canadian Borrowers in substantially the form of Exhibit A-2
hereto (each, a “Canadian Note”), dated as of the Closing Date and completed with
appropriate insertions. Upon the request of any Canadian Bank to the Canadian Borrowers
made through the Administrative Agent, the Canadian Borrowers shall execute and deliver to
such Bank (through the Administrative Agent) a Canadian Note, which shall evidence such
Bank’s Canadian Loans to the Canadian Borrowers in addition to such accounts or records
referred to in §2.5(f). One such Canadian Note shall be payable to the order of each
Canadian Bank requesting such Note in an amount equal to its Canadian Commitment, and shall
represent the joint and several obligation of the Canadian Borrowers to pay such Canadian
Bank such principal amount or, if less, the outstanding principal amount of all Canadian
Loans made by such Canadian Bank, plus interest accrued thereon, as set forth herein.




     (c) The U.K. Loans (other than the U.K. Swing Line Loans) may be evidenced by separate
promissory notes of the U.K. Borrowers in substantially the form of Exhibit A-3 hereto
(each, a “U.K. Note”), dated as of the Closing Date and completed with appropriate
insertions. Upon the request of any U.K. Bank to the U.K. Borrowers









 



38



made through the Administrative Agent, the U.K. Borrowers shall execute and deliver to
such Bank (through the Administrative Agent) a U.K. Note, which shall evidence such Bank’s
U.K. Loans to the U.K. Borrowers in addition to such accounts or records referred to in
§2.5(f). One such U.K. Note shall be payable to the order of each U.K. Bank requesting such
a Note in an amount equal to its U.K. Commitment, and shall represent the joint and several
obligation of the U.K. Borrowers to pay such U.K. Bank such principal amount or, if less,
the outstanding principal amount of all U.K. Loans made by such U.K. Bank, plus interest
accrued thereon, as set forth herein.




     (d) The PR Loans may be evidenced by separate promissory notes of Ryder PR in
substantially the form of Exhibit A-4 hereto (each, a “PR Note”), dated as of the Closing
Date and completed with appropriate insertions. Upon the request of any PR Bank to Ryder PR
made through the Administrative Agent, Ryder PR shall execute and deliver to such Bank
(through the Administrative Agent) a PR Note, which shall evidence such Bank’s PR Loans to
Ryder PR in addition to such accounts or records referred to in §2.5(f). One such PR Note
shall be payable to the order of each PR Bank requesting such a Note in an amount equal to
its PR Commitment, and shall represent the obligation of Ryder PR to pay such PR Bank such
principal amount or, if less, the outstanding principal amount of all PR Loans made by such
PR Bank, plus interest accrued thereon, as set forth herein.




     (e) Each Borrower irrevocably authorizes each Bank to make, or cause to be made, in
connection with a Drawdown Date of any Loan and at the time of receipt of any payment of
principal on any Note, an appropriate notation on such Bank’s records or on the schedule
attached to such Bank’s Note, or a continuation of such schedule attached thereto,
reflecting the making of such Loan or the receipt of such payment (as the case may be).
Each Bank may, prior to any transfer of any Note, endorse on the reverse side thereof the
outstanding principal amount of the Loans evidenced thereby. The Outstanding Amount of the
Loans set forth on such Bank’s records shall be prima
facie evidence of the principal amount
thereof owing and unpaid to such Bank, but the failure to record, or any error in so
recording, any such amount shall not limit or otherwise affect the obligations of each
applicable Borrowers hereunder or under such Notes to make payments of principal of or
interest on any such Notes when due.




     (f) The Loans, L/C Credit Extensions and Bankers’ Acceptances made, issued, accepted
and/or purchased, as applicable, by each Bank shall be evidenced by one or more accounts or
records maintained by such Bank and by the applicable Agent in the ordinary course of
business. The accounts or records maintained by the applicable Agent and each Bank shall be
conclusive absent manifest error of the amount of the credit extensions made by the Banks to
the Borrowers and the interest and payments thereon. Any failure to so record or any error
in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers
hereunder to pay any amount owing with respect to the Obligations. In the event of any
conflict between the accounts and records maintained by any Bank and the accounts and
records of the applicable Agent in respect of such matters, the accounts and records of the
applicable Agent shall control in the absence of manifest error.









 



39


     §2.6. Interest on Loans. Except as provided in §6.11:




     (a) Each Domestic Loan (other than the Domestic Swing Line Loans) shall bear interest
on the outstanding principal amount thereof at the rate per annum equal to (i) the Domestic
Base Rate plus the Applicable Margin on all Base Rate Loans or (ii) the Domestic
LIBOR Rate plus the Applicable Margin on all LIBOR Rate Loans. The Domestic Swing
Line Loans shall bear interest at the rate per annum equal to the Domestic Base Rate
plus the Applicable Margin on all Swing Line Loans.




     (b) Each Canadian Loan (other than the Canadian Swing Line Loans) shall bear interest
on the outstanding principal amount thereof at the rate per annum equal to (i) the Canadian
Prime Rate plus the Applicable Margin on all Base Rate Loans denominated in Canadian
Dollars, (ii) the Canadian Base Rate plus the Applicable Margin on all Base Rate
Loans denominated in U.S. Dollars, or (iii) the Canadian LIBOR Rate plus the
Applicable Margin on all LIBOR Rate Loans. Each Canadian Swing Line Loan (i) denominated in
Canadian Dollars shall bear interest at the rate per annum equal to the Canadian Prime Rate
plus the Applicable Margin on all Swing Line Loans and (ii) denominated in U.S.
Dollars shall bear interest at the rate per annum equal to the Canadian Base Rate
plus the Applicable Margin on all Swing Line Loans. Notwithstanding anything to the
contrary contained herein, no requested Canadian Loan denominated in Canadian Dollars may be
a LIBOR Rate Loan.




     (c) Each U.K. Loan (other than the U.K. Swing Line Loans) shall bear interest on the
outstanding principal amount thereof at the rate per annum equal to (i) the U.K. Dollar Base
Rate plus the Applicable Margin on all Base Rate Loans denominated in Dollars, (ii)
the Sterling LIBOR Rate plus the Applicable Margin on all LIBOR Rate Loans
plus the Additional Costs on all U.K. LIBOR Rate Loans denominated in Sterling,
(iii) the U.K. Dollar LIBOR Rate plus the Applicable Margin on all LIBOR Rate Loans
plus the Additional Costs on all U.K. LIBOR Rate Loans denominated in Dollars or
(iv) the EURIBOR Rate plus the Applicable Margin on all LIBOR Rate Loans
plus the Additional Costs on all EURIBOR Rate Loans. Each U.K. Swing Line Loan (i)
denominated in Sterling shall bear interest at the rate per annum equal to the RBS-U.K.
Sterling Reference Rate plus the Applicable Margin on all Swing Line Loans, (ii)
denominated in U.S. Dollars shall bear interest at the rate per annum equal to the U.K.
Dollar Base Rate plus the Applicable Margin on all Swing Line Loans and (iii)
denominated in Euros shall bear interest at the rate per annum equal to the RBS-U.K. Euro
Reference Rate plus the Applicable Margin on all Swing Line Loans. In the case of
any Bank advancing a U.K. Base Rate Loan (other than the U.K. Swing Line Loans) denominated
in Sterling or Euro, such U.K. Base Rate Loans shall bear interest on the outstanding
principal amount thereof at the rate per annum equal to (i) with respect to U.K. Base Rate
Loans denominated in Sterling, the Sterling Reference Rate plus the Applicable
Margin on all Base Rate Loans denominated in Sterling and (ii) with respect to U.K. Base
Rate Loans denominated in Euros, the Euro Reference Rate plus the Applicable Margin
on all Base Rate Loans denominated in Euro. Notwithstanding anything to the contrary
contained herein, any requested U.K. Loans denominated in Sterling or Euro (other than the
U.K. Swing Line Loans) shall be LIBOR Rate Loans.









 



40



     (d) Each PR Loan shall bear interest on the outstanding principal amount thereof at the
rate per annum equal to (i) the Domestic Base Rate plus the Applicable Margin on all
Base Rate Loans bearing interest calculated by reference to the Domestic Base Rate or (ii)
the Domestic LIBOR Rate plus the Applicable Margin on all LIBOR Rate Loans bearing
interest calculated by reference to the Domestic LIBOR Rate.




     (e) Each Borrower promises to pay interest on the Loans made to such Borrower in
arrears on each Interest Payment Date with respect thereto. Interest hereunder shall be due
and payable in accordance with the terms hereof before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Laws.



     §2.7. Requests for Loans.




     (a) Ryder shall give to the Administrative Agent written notice in the form of Exhibit
B-1 hereto (or telephonic notice confirmed in writing or a facsimile in the form of Exhibit
B-1 hereto, or as provided in §2.12(c) with respect to actual or deemed requests for
Domestic Base Rate Loans) of each Domestic Loan requested hereunder (a “Domestic Loan
Request”) not later than (a) 11:00 a.m. (Boston time) one (1) Business Day prior to the
proposed Drawdown Date of any Domestic Loan that is a Base Rate Loan, or (b) 11:00 am
(Boston time) three (3) Eurodollar Business Days prior to the proposed Drawdown Date of any
Domestic Loan that is a LIBOR Rate Loan. Each such Domestic Loan Request shall specify (A)
the principal amount of the Domestic Loan requested, (B) the proposed Drawdown Date of such
Domestic Loan, (C) whether such Domestic Loan requested is to be a Base Rate Loan or a LIBOR
Rate Loan, and (D) the Interest Period for such Domestic Loan, if a LIBOR Rate Loan. Each
Domestic Loan requested shall be in a minimum amount of $10,000,000. Domestic Loan Requests
made hereunder shall be irrevocable and binding on Ryder and shall obligate Ryder to accept
the Domestic Loan requested from the Domestic Banks on the proposed Drawdown Date.




     (b) The Canadian Borrowers shall give to the Canadian Agent written notice in the form
of Exhibit B-2 hereto (or telephone notice confirmed in writing or a facsimile in the form
of Exhibit B-2 hereto or as provided in §2.14(c) with respect to actual or deemed requests
for Canadian Base Rate Loans) of each Canadian Loan requested hereunder (a “Canadian Loan
Request”) not later than (a) 12:00 noon (Toronto time) one (1) Business Day prior to the
proposed Drawdown Date of any Canadian Loan that is a Base Rate Loan, or (b) 12:00 noon
(Toronto time) three (3) Canadian Business Days prior to the proposed Drawdown Date of any
Canadian Loan that is a LIBOR Rate Loan. Each such Canadian Loan Request shall specify (A)
the principal amount of the Canadian Loan requested, (B) the proposed Drawdown Date of such
Canadian Loan, (C) whether such Canadian Loan is to be a Base Rate Loan or a LIBOR Rate
Loan, (D) the Interest Period of such Canadian Loan, if a LIBOR Rate Loan, and (E) whether
such Canadian Loan is to be denominated in Canadian Dollars or U.S. Dollars. Each Canadian
Loan Request shall be in a minimum amount of C$3,000,000 or an integral multiple of
C$100,000 above such amount (or, in any case, the Dollar Equivalent thereof). Canadian Loan
Requests made hereunder shall be irrevocable and binding on the Canadian Borrowers, and
shall obligate the Canadian Borrowers to accept the Canadian Loan









 



41



requested from the Canadian Banks on the proposed Drawdown Date. Notwithstanding
anything to the contrary contained herein, no requested Canadian Loan denominated in
Canadian Dollars may be a LIBOR Rate Loan.




     (c) The U.K. Borrowers shall give to the U.K. Agent written notice in the form of
Exhibit B-3 hereto (or telephone notice confirmed in writing or a facsimile in the form of
Exhibit B-3 hereto or as provided in §2.13(c) with respect to actual or deemed requests for
U.K. Base Rate Loans) of each U.K. Loan requested hereunder (a “U.K. Loan Request”) not
later than (a) 12:00 noon (London time) one (1) Business Day prior to the proposed Drawdown
Date of any U.K. Loan that is a Base Rate Loan or any U.K. LIBOR Rate Loan denominated in
Sterling or (b) 12:00 noon (London time) three (3) Eurodollar Business Days prior to the
proposed Drawdown Date of any U.K. Loan that is a LIBOR Rate Loan denominated in U.S.
Dollars or any EURIBOR Rate Loan. Each such U.K. Loan Request shall specify (A) the
principal amount of the U.K. Loan requested, (B) the proposed Drawdown Date of such U.K.
Loan, (C) whether such U.K. Loan is to be a Base Rate Loan (which may only be requested in
the event that a LIBOR Rate Loan is not available) or a LIBOR Rate Loan, (D) the Interest
Period of such U.K. Loan, if a LIBOR Rate Loan, and (E) whether such U.K. Loan is to be
denominated in Sterling, U.S. Dollars or Euros. Each U.K. Loan Request shall be in a
minimum amount of $1,000,000, £500,000 if denominated in Sterling or EU1,000,000 if
denominated in Euros. U.K. Loan Requests made hereunder shall be irrevocable and binding on
the U.K. Borrowers, and shall obligate the U.K. Borrowers to accept the U.K. Loan requested
from the U.K. Banks on the proposed Drawdown Date. Notwithstanding anything to the contrary
contained herein, the requested U.K. Loans denominated in Sterling or Euro (other than the
U.K. Swing Line Loans) shall be LIBOR Rate Loans.




     (d) Ryder PR shall give the Administrative Agent written notice in the form of Exhibit
B-4 hereto (or telephone notice confirmed in writing or a facsimile in the form of Exhibit
B-4 of each PR Loan requested hereunder (a “PR Loan Request”) not later than (a) 11:00 a.m.
Boston time one (1) Business Day prior to the proposed Drawdown Date of any PR Loan that is
to bear interest calculated by reference to the Domestic Base Rate, or (b) 11:00 a.m.
(Boston time) three (3) Eurodollar Business Days prior to the proposed Drawdown Date of any
PR Loan that is to bear interest calculated by reference to the Domestic LIBOR Rate. Each
such PR Loan Request shall specify (A) the principal amount of each PR Loan requested, (B)
the proposed Drawdown Date of such PR Loan, (C) whether such PR Loan requested is to bear
interest calculated by reference to the Domestic Base Rate or the Domestic LIBOR Rate. PR
Loan Requests made hereunder shall be irrevocable and binding on Ryder PR, and shall
obligate Ryder PR to accept the PR Loan requested from the PR Banks on the proposed Drawdown
Date.




     (e) The Administrative Agent shall promptly notify each Domestic Bank of each Domestic
Loan Request received by the Administrative Agent. The Canadian Agent shall promptly notify
each Canadian Bank of each Canadian Loan Request received by the Canadian Agent. The U.K.
Agent shall promptly notify each U.K. Bank of each U.K. Loan Request received by the U.K.
Agent. The Administrative Agent shall promptly notify each PR Bank of each PR Loan Request
received by the Administrative Agent.









 



42


     §2.8. Election of LIBOR Rate; Notice of Election; Interest Periods; Minimum Amounts.




     (a) At the Borrowers’ option, so long as no Event of Default has occurred and is then
continuing, each Borrower may (i) elect to convert any Base Rate Loan or a portion thereof
to a LIBOR Rate Loan, (ii) at the time of any Domestic Loan Request, Canadian Loan Request,
U.K. Loan Request or PR Loan Request specify that such requested Loan shall be a LIBOR Rate
Loan, or (iii) upon expiration of the applicable Interest Period, elect to maintain an
existing LIBOR Rate Loan as such, provided that the applicable Borrower shall give notice to
the Administrative Agent, in the case of Domestic Loans and PR Loans, the Canadian Agent, in
the case of Canadian Loans, or the U.K. Agent, in the case of U.K. Loans, pursuant to
§2.8(b) hereof. Upon determining any LIBOR Rate, the Administrative Agent, in the case of
Domestic Loans and PR Loans, the Canadian Agent, in the case of Canadian Loans, and the U.K.
Agent, in the case of U.K. Loans, shall forthwith provide notice thereof to the applicable
Borrower(s) and the applicable Banks, and each such notice to such Borrower(s) shall be
considered prima facie correct and binding, absent manifest error. No Loan may be converted
into or continued as a Loan denominated in a different currency, but instead must be prepaid
in the original currency of such Loan and reborrowed in the other currency.




     (b) Three (3) Eurodollar Business Days (or, in the case of (i) a Canadian LIBOR Rate
Loan, three (3) Canadian Business Days and (ii) a U.K. LIBOR Rate Loan denominated in
Sterling or Euros, one (1) Eurodollar Business Day) prior to the making of any LIBOR Rate
Loan or the conversion of any Base Rate Loan to a LIBOR Rate Loan, or, in the case of an
outstanding LIBOR Rate Loan, the expiration date of the applicable Interest Period, the
applicable Borrower shall give written notice to the Administrative Agent, in the case of
Domestic Loans and PR Loans, the Canadian Agent, in the case of Canadian Loans, or the U.K.
Agent, in the case of U.K. Loans, not later than 12:00 noon (local time for such Agent) of
its election pursuant to §2.8(a). Each such notice delivered to the Administrative Agent,
the Canadian Agent or the U.K. Agent, shall specify the aggregate principal amount of
applicable Loans to be borrowed or maintained as or converted to LIBOR Rate Loans and the
requested duration of the Interest Period that will be applicable to such LIBOR Rate Loan,
and shall be irrevocable and binding upon such Borrower. If Ryder shall fail to give the
Administrative Agent or if the Canadian Borrowers shall fail to give the Canadian Agent, or
if the U.K. Borrowers shall fail to give the U.K. Agent, or if Ryder PR shall fail to give
the Administrative Agent, notice of its or their election hereunder, together with all of
the other information required by this §2.8(b), with respect to any Loan (other than a U.K.
Loan denominated in Sterling or Euros), whether at the end of an Interest Period or
otherwise, such Loan shall be deemed a Base Rate Loan. If the U.K. Borrowers shall fail to
give to the U.K. Agent notice of their election hereunder, together with all of the other
information required by this §2.8(b), with respect to a U.K. Loan denominated in Sterling or
Euros, whether at the end of an Interest Period or otherwise, such Loan shall bear interest
at the end of such Interest Period for an Interest Period of seven (7) days at a rate equal
to the sum of (i) the rate determined by the U.K. Agent at which Sterling (or Euros, as the
case may be) deposits are offered to it for a period of seven (7) days at approximately
11:00 a.m. (London time) on such day for an amount equal to the principal amount of such









 



43



Loan
plus (ii) the Applicable Margin on all LIBOR Rate Loans plus (iii) the
Additional Costs. The Administrative Agent, the Canadian Agent, or the U.K. Agent, as the
case may be, shall promptly notify the applicable Banks in writing (or by telephone
confirmed in writing or by facsimile) of such election.




     (c) Notwithstanding anything herein to the contrary, no Borrower may specify an
Interest Period with respect to the Domestic Loans, Canadian Loans, U.K. Loans or PR Loans
that would extend beyond the Maturity Date.




     (d) No conversion of Loans pursuant to this §2.8 may result in (i) a LIBOR Rate Loan
denominated in Dollars or Euros with a principal amount less than $1,000,000 (or the Euro
Equivalent thereof), (ii) a LIBOR Rate Loan denominated in Sterling with a principal amount
less than £500,000 or (iii) a Canadian LIBOR Rate Loan with a principal amount less than the
Dollar Equivalent of C$3,000,000. In no event shall a Borrower have more than twenty (20)
different Interest Periods for borrowings of LIBOR Rate Loans outstanding at any time.




     (e) Subject to the terms and conditions of §6.10 hereof, if any Bank demands
compensation under §6.7(c) or (d) with respect to any LIBOR Rate Loan, the applicable
Borrower may at any time, upon at least three (3) Business Days’ prior written notice to the
applicable Agent, elect to convert such LIBOR Rate Loan into a Base Rate Loan denominated in
Dollars bearing interest calculated by reference to the Domestic Base Rate, the Canadian
Base Rate or the U.K. Dollar Base Rate, as applicable (on which interest and principal shall
be payable contemporaneously with the related LIBOR Rate Loans of the other Banks).
Thereafter, and until such time as such Bank notifies the applicable Agent that the
circumstances giving rise to the demand for compensation under §6.7(c) or (d) no longer
exist, all requests for LIBOR Rate Loans from such Bank shall be deemed to be requests for
Base Rate Loans denominated in Dollars. Once such Bank notifies the applicable Agent that
such circumstances no longer exist, the Borrower(s) may elect that the principal amount of
each such Loan converted hereunder shall again bear interest as a LIBOR Rate Loan beginning
on the first day of the next succeeding Interest Period applicable to the related LIBOR Rate
Loans of the other Banks.



     §2.9. Funds for Loans. Not later than 12:00 noon (local time for each applicable
Agent) on the proposed Drawdown Date (a) in the case of Domestic Loans, each of the Domestic Banks
will make available to the Administrative Agent, (b) in the case of Canadian Loans, each of the
Canadian Banks will make available to the Canadian Agent, (c) in the case of the U.K. Loans, each
of the U.K. Banks will make available to the U.K. Agent, or (d) in the case of PR Loans, each of
the PR Banks will make available to the Administrative Agent, in each case at such Agent’s
respective Head Office, in immediately available funds, the amount of its Domestic Commitment
Percentage, Canadian Commitment Percentage, U.K. Commitment Percentage or PR Commitment Percentage,
as the case may be, of the amount of the requested Loan. Upon receipt from each Bank of such
amount, and upon receipt of the documents required by §11 and the borrowing certificate required
under §12 and the satisfaction of the other conditions set forth therein, to the extent applicable,
the Administrative Agent will make available to Ryder the aggregate amount of such Domestic Loans
made available by the Domestic Banks (and the funds









 



44


otherwise available under §2.12(c), if any), the Canadian Agent will make available to the
Canadian Borrowers the aggregate amount of such Canadian Loans made available by the Canadian Banks
(and the funds otherwise available under §2.14(c), if any), the U.K. Agent will make available to
the U.K. Borrowers the amount of such U.K. Loans made available by the U.K. Banks (and the funds
otherwise available under §2.13(c), if any) and the Administrative Agent will make available to
Ryder PR the amount of such PR Loans made available by the PR Banks in each case, not later than
2:00 p.m. (local time for such Agent). The failure or refusal of any Bank to make available to the
applicable Agent at the aforesaid time and place on any Drawdown Date the amount of its Domestic
Commitment Percentage of the requested Domestic Loan, or its Canadian Commitment Percentage of the
requested Canadian Loan, or its U.K. Commitment Percentage of the requested U.K. Loan, or its PR
Commitment Percentage of the requested PR Loan, as the case may be, shall not relieve any other
Bank from its several obligations hereunder to make available to the applicable Agent the amount of
such Bank’s Domestic Commitment Percentage, or Canadian Commitment Percentage, or U.K. Commitment
Percentage, or PR Commitment Percentage, as the case may be, of any requested Loan.



     §2.10. Maturity of the Loans.



     The Domestic Loans, Canadian Loans, U.K. Loans and PR Loans shall be due and payable on the
Maturity Date. Ryder promises to pay to the Administrative Agent, for
the pro rata accounts of the
Domestic Banks, the Outstanding Amount of all Domestic Loans outstanding on the Maturity Date. The
Canadian Borrowers jointly and severally promise to pay to the
Canadian Agent, for the pro rata
accounts of the Canadian Banks, the Outstanding Amount of all Canadian Loans outstanding on the
Maturity Date. The U.K. Borrowers jointly and severally promise to pay to the U.K. Agent, for the
pro rata accounts of the U.K. Banks, the Outstanding Amount of all U.K. Loans outstanding on the
Maturity Date. Ryder PR promises to pay the Administrative Agent, for
the pro rata accounts of the
PR Banks, the Outstanding Amount of all PR Loans outstanding on the Maturity Date. All such
payments shall be made together with any and all accrued and unpaid interest thereon, the accrued
and unpaid Domestic Facility Fee, Canadian Facility Fee, U.K. Facility Fee and the PR Facility Fee
with respect thereto, and any other fees and other amounts owing hereunder.



     §2.11. Optional Prepayments or Repayments of Loans.




     (a) Subject to the terms and conditions of §6.10, each Borrower shall have the right,
at its election, to repay or prepay the Outstanding Amount of the Loans, as a whole or in
part, at any time without penalty or premium. Each Borrower shall give the Administrative
Agent, the Canadian Agent or the U.K. Agent, as the case may be, no later than 11:00 a.m.
(local time for such Agent) one (1) Business Day prior to the proposed date of prepayment or
repayment, written notice (or telephonic notice confirmed in writing) of any proposed
prepayment or repayment pursuant to this §2.11, specifying the proposed date of prepayment
or repayment of the Loans and the principal amount to be paid and, if LIBOR Rate Loans are
to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent shall
promptly notify each Domestic Bank, the Canadian Agent shall promptly notify each Canadian
Bank, the U.K. Agent shall promptly notify each U.K. Bank and the Administrative Agent shall
promptly notify each PR Bank, by written notice (or telephonic notice confirmed in writing)
of such notice of









 



45



payment and of the amount of such Bank’s pro rata share of such
prepayment. If such notice is given by any Borrower(s), such Borrower(s) shall make such
prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all
accrued interest on the amount prepaid, together with any additional amounts required
pursuant to §6.10. Each such prepayment shall be applied to the Loans of the applicable
Banks in accordance with their respective pro rata share.




     (b) The applicable Borrower(s) may, upon notice to the applicable Agent (with a copy to
the Administrative Agent), at any time or from time to time, repay or prepay Swing Line
Loans in whole or in part without premium or penalty; provided that (i) such notice
must be received by the applicable Swing Line Lender and, if different, the Administrative
Agent not later than 11:00 a.m. (local time for such Swing Line Lender) on the date of the
prepayment. Each such notice shall specify the date and amount of such prepayment. If such
notice is given by a Borrower(s), such Borrower(s) shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified
therein.




     (c) If for any reason the Total Outstandings at any time exceed the Total Commitment
then in effect, the applicable Borrowers shall immediately prepay Loans and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess;
provided, however, that the Borrowers shall not be required to Cash
Collateralize the L/C Obligations pursuant to this §2.11(c) unless after the prepayment in
full of the Loans the Total Outstandings exceed the Total Commitments then in effect.



     §2.12. The Domestic Swing Line.




     (a) The Domestic Swing Line Loans. Subject to the terms and conditions
hereinafter set forth, upon notice by Ryder to the Domestic Swing Line Lenders in accordance
with this §2.12, each of the Domestic Swing Line Lenders severally (and not jointly) agrees
to make loans directly to Ryder (the “Domestic Swing Line Loans”) in Dollars in an amount
equal to its Domestic Swing Line Commitment Percentage of such Domestic Swing Line Loans on
any Business Day during the Availability Period; provided that (a) the aggregate Outstanding
Amount of Domestic Swing Line Loans shall not, at any time and after giving effect to all
amounts requested, exceed the Total Domestic Swing Line Commitment and (b) the Outstanding
Amount of the Domestic Swing Line Loans owed to a Domestic Swing Line Lender shall not, at
any time and after giving effect to all amounts requested, exceed such Domestic Swing Line
Lender’s Domestic Swing Line Commitment. Each Domestic Swing Line Loan shall be in a
minimum amount equal to $1,000,000 or an integral multiple thereof. Notwithstanding any
other provisions of this Agreement and in addition to the limit set forth above, at no time
shall the aggregate Outstanding Amount of all Domestic Swing Line Loans exceed the remainder
of (i) the Total Domestic Commitment then in effect minus (ii) the sum of (A) the
Outstanding Amount of all Domestic Loans, plus (B) the Outstanding Amount of L/C Obligations
with respect to Letters of Credit issued for the account of Ryder and its domestic
Subsidiaries; provided, that Ryder shall not use the proceeds of any Domestic Swing Line
Loan to refinance any outstanding Domestic Swing Line Loan. Within the









 



46



foregoing limits, and subject to the other terms and conditions hereof, Ryder may
borrow under this §2.12, prepay or repay under §2.11, and reborrow under this §2.12. Each
Domestic Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a
Domestic Swing Line Loan, each Domestic Bank shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from each Domestic Swing Line Lender a risk
participation in such Domestic Swing Line Loan made by such Domestic Swing Line Lender in an
amount equal to the product of such Domestic Bank’s Domestic Commitment Percentage times the
amount of such Domestic Swing Line Loan made by such Domestic Swing Line Lender.
Notwithstanding the foregoing, neither of the Domestic Swing Line Lenders shall be under any
obligation to advance any Domestic Swing Line Loan if any Bank is at such time a Delinquent
Bank, unless (i) Ryder provides cash collateral to the Domestic Swing Line Lenders (pursuant
to terms and documentation reasonably acceptable to the Domestic Swing Line Lenders) in an
amount not less than that portion of the requested Domestic Swing Line Loan attributable to
such Delinquent Bank’s Commitment Percentage times the amount of the requested Domestic
Swing Line Loan or (ii) each of the Domestic Swing Line Lenders has entered into
arrangements satisfactory to it with Ryder or such Delinquent Bank to eliminate such
Domestic Swing Line Lender’s risk with respect to such Delinquent Bank. Any cash collateral
provided under this Section shall be (i) held by each of the Domestic Swing Line Lenders in
an amount equal to its Domestic Swing Line Commitment Percentage of the product of the
Delinquent Bank’s Commitment Percentage times the amount of the relevant Domestic Swing Line
Loan and (ii) promptly (x) released to Ryder (to the extent provided by Ryder), together
with any interest thereon, upon such Delinquent Bank’s advance of its Commitment Percentage
of the Base Rate Loan advanced to refinance the relevant Domestic Swing Line Loan (it being
understood that such Delinquent Bank’s advance of such Base Rate Loan shall be applied to
refinance the relevant Domestic Swing Line Loan) or (y) applied by the Domestic Swing Line
Lenders towards the repayment of the amount of such Domestic Swing Line Loan attributable to
such Delinquent Bank in the event that such Delinquent Bank fails to advance its Commitment
Percentage of the applicable Base Rate Loan refinancing the relevant Domestic Swing Line
Loan as set forth herein.




     (b) Notice of Borrowing. When Ryder desires the Domestic Swing Line Lenders to
make a Domestic Swing Line Loan, it shall send to the Domestic Swing Line Lenders and the
Administrative Agent written notice in the form of Exhibit G-1 hereto (or telephonic notice
confirmed in a writing in the form of Exhibit G-1 hereto) of each Domestic Swing Line Loan
requested hereunder (a “Domestic Swing Line Loan Request”) not later than 2:00 p.m. (Boston
time) on the proposed Drawdown Date of any Domestic Swing Line Loan. Each such Domestic
Swing Line Loan Request shall set forth the principal amount of the proposed Domestic Swing
Line Loan and the Swing Line Loan Maturity Date relating to such Domestic Swing Line Loan,
which shall in no event be later than the Maturity Date. Each Domestic Swing Line Loan
Request shall be irrevocable and binding on Ryder and shall obligate Ryder to borrow the
Domestic Swing Line Loan from the Domestic Swing Line Lenders on the proposed Drawdown Date
thereof. Upon satisfaction of the applicable conditions set forth in this Agreement, on the
proposed Drawdown Date each of the Domestic Swing Line Lenders shall make its Domestic Swing
Line Commitment Percentage of the requested Domestic Swing Line









 



47



Loan available to Ryder no later than 3:00 p.m. (Boston time) on the proposed Drawdown
Date by crediting the amount of the Domestic Swing Line Loan to the account specified by
Ryder; provided that neither Domestic Swing Line Lender shall advance any Domestic Swing
Line Loans after it has received notice from any Bank that a Default or Event of Default has
occurred and stating that no new Domestic Swing Line Loans are to be made until such Default
or Event of Default has been cured or waived in accordance with the provisions of this
Agreement.




     (c) Automatic Domestic Base Rate Loan Request. In the event that any Domestic
Swing Line Loan Request for a Domestic Swing Line Loan causes the aggregate Outstanding
Amount of Domestic Swing Line Loans to exceed $25,000,000 at any time, concurrently with
such Domestic Swing Line Loan Request, Ryder shall also submit to the Administrative Agent a
Domestic Loan Request for a Domestic Base Rate Loan to be made on the next Business Day in a
principal amount equal to the aggregate Outstanding Amount of Domestic Swing Line Loans
(provided that if Ryder shall fail to submit such Domestic Loan Request, the parties
agree that Ryder shall be deemed to make, and Ryder hereby authorizes the Administrative
Agent to distribute to the Banks, a concurrent request for a Domestic Base Rate Loan to be
made on the next Business Day in a principal amount equal to the aggregate Outstanding
Amount of Domestic Swing Line Loans), and the proceeds of such Domestic Base Rate Loan shall
be applied as set forth in §2.12(e); provided that (a) the sum of (i) the Outstanding Amount
of the Domestic Loans, plus (ii) the Outstanding Amount of L/C Obligations with respect to
Letters of Credit issued for the account of Ryder and its domestic Subsidiaries, shall not,
at any time and after giving effect to all amounts requested, exceed the Total Domestic
Commitment and (b) the sum of (i) the Outstanding Amount of the Domestic Loans owed to a
Domestic Bank, plus (ii) such Domestic Bank’s Domestic Commitment Percentage of the
outstanding L/C Obligations with respect to Letters of Credit issued for the account of
Ryder and its domestic Subsidiaries, shall not, at any time and after giving effect to all
amounts requested, exceed such Domestic Bank’s Domestic Commitment




     (d) Interest on Domestic Swing Line Loans. Each Domestic Swing Line Loan shall
be a Domestic Base Rate Loan and, except as otherwise provided in §6.11 hereof, shall bear
interest from the Drawdown Date thereof until repaid in full at the rate per annum equal to
the Domestic Base Rate plus the Applicable Margin on all Swing Line Loans, which
shall be paid on each Interest Payment Date for Domestic Base Rate Loans.




     (e) Repayment of Domestic Swing Line Loans. Ryder shall repay each outstanding
Domestic Swing Line Loan directly to each Domestic Swing Line Lender on or prior to the
Swing Line Loan Maturity Date relating thereto; provided that Ryder shall repay the
aggregate Outstanding Amount of all Domestic Swing Line Loans at any time such Outstanding
Amount is in excess of $25,000,000 with the proceeds of the Domestic Base Rate Loan
requested under §2.12(c), and Ryder agrees to apply, and Ryder hereby authorizes the
Domestic Swing Line Lenders to apply, such proceeds to the outstanding Domestic Swing Line
Loans. Upon notice by any Domestic Swing Line Lenders to the Administrative Agent on any
Business Day (i) following the Swing Line Loan Maturity Date relating to each Domestic Swing
Line Loan, or (ii) at the option of such Domestic









 



48



Swing Line Lenders, after the occurrence of an Event of Default, each of the Domestic
Banks hereby agrees to make Domestic Loans to Ryder constituting Domestic Base Rate Loans,
on the next succeeding Business Day following such notice, in an amount equal to such Bank’s
Domestic Commitment Percentage of the aggregate Outstanding Amount of all Domestic Swing
Line Loans made by such Domestic Swing Line Lender. The proceeds thereof shall be applied
directly by the Domestic Swing Line Lenders to repay the Domestic Swing Line Loans made by
such Domestic Swing Line Lenders, and Ryder hereby authorizes such application. Each
Domestic Bank hereby absolutely, unconditionally and irrevocably agrees to make such
Domestic Loans upon one Business Day’s notice as set forth above, notwithstanding (i) that
the amount of such Domestic Loan may not comply with the applicable minimums set forth
herein, (ii) the failure of Ryder to meet the applicable conditions set forth in §§11 or 12
hereof, (iii) the occurrence or continuance of a Default or an Event of Default hereunder,
(iv) the Total Domestic Commitment in effect at such time, (v) any setoff, counterclaim,
recoupment, defense or other right which such Domestic Bank may have against the Domestic
Swing Line Lenders, Ryder or any other Person for any reason whatsoever or (vi) any other
occurrence, event or condition, whether or not similar to any of the foregoing. In the
event that it is impracticable for such Domestic Loan to be made for any reason on the date
otherwise required above, then each Domestic Bank hereby agrees that it shall forthwith
purchase (as of the date such Domestic Loan would have been made, but adjusted for any
payments received from Ryder on or after such date and prior to such purchase) from each of
the Domestic Swing Line Lenders, and each of the Domestic Swing Line Lenders shall sell to
each Domestic Bank, such participations in its Domestic Swing Line Loans (including all
accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Domestic
Banks to share in such Domestic Swing Line Loans pro rata based on their respective Domestic
Commitment Percentages (without regard to any termination of the Total Domestic Commitment
hereunder) by making available to each of the Domestic Swing Line Lenders (which may be
through the Administrative Agent) an amount equal to such Bank’s participation in such
Domestic Swing Line Loans. No such funding of risk participations shall relieve or
otherwise impair the obligation of Ryder to repay Domestic Swing Line Loans, together with
interest as provided herein. Any repayment by any Domestic Bank to the Domestic Swing Line
Lenders may be done in consultation with the Administrative Agent.




     Until a Bank funds its Domestic Base Rate Loan or risk participation pursuant to this
§2.12(e) to refinance such Bank’s Domestic Commitment Percentage of any Domestic Swing Line
Loan, interest in respect of such Domestic Swing Line Loan shall be solely for the account
of the relevant Domestic Swing Line Lenders. Each Domestic Swing Line Lender shall be
responsible for invoicing Ryder for interest on its Domestic Swing Line Loans. Ryder shall
make all payments of principal and interest in respect of the Domestic Swing Line Loans
directly to the applicable Domestic Swing Line Lenders (who shall promptly notify the
Administrative Agent of such payment).




     If any Domestic Bank fails to make available to the Domestic Swing Line Lenders any
amount required to be paid by such Domestic Bank pursuant to the foregoing provisions of
this §2.12(e), the Domestic Swing Line Lenders shall be entitled to recover from such
Domestic Bank, on demand, such amount with interest thereon for









 



49



the period from the date such payment is required to the date on which such payment is
immediately available to such Domestic Swing Line Lenders at a rate per annum equal to the
Overnight Rate from time to time in effect, plus any administrative, processing or similar
fees customarily charged by such Domestic Swing Line Lenders in connection with the
foregoing. If such Domestic Bank pays such amount (with interest and fees as aforesaid),
the amount so paid (less all such aforementioned interest and fees incurred by such Domestic
Bank as a result of its failure to pay the required amounts to the applicable Domestic Swing
Line Lenders) shall constitute such Domestic Bank’s Domestic Base Rate Loan included in the
relevant Domestic Base Rate borrowing or funded participation in the relevant Domestic Swing
Line Loan, as the case may be. A certificate of a Domestic Swing Line Lender submitted to
any Domestic Bank with respect to any amounts owing under this §2.12(e) shall be conclusive
absent manifest error.




     (f) The Domestic Swing Line Notes. The obligation of Ryder to repay the
Domestic Swing Line Loans made pursuant to this Agreement and to pay interest thereon as set
forth in this Agreement may be evidenced by a promissory note of Ryder with appropriate
insertions substantially in the form of Exhibit A-5 attached hereto (the “Domestic Swing
Line Note”), dated the Closing Date and payable to the order of the applicable Domestic
Swing Line Lender in a principal amount stated to be the lesser of (i) such Domestic Swing
Line Lender’s Domestic Swing Line Commitment and (ii) the aggregate Outstanding Amount of
Domestic Swing Line Loans at any time advanced by the applicable Domestic Swing Line Lender.
Upon the request of any Domestic Swing Line Lender to Ryder made through the Administrative
Agent, Ryder shall execute and deliver to such Domestic Swing Line Lender (through the
Administrative Agent) a Domestic Swing Line Note. Ryder irrevocably authorizes each
Domestic Swing Line Lender to make or cause to be made, at or about the time of the Drawdown
Date of any Domestic Swing Line Loan or at the time of receipt of any payment of principal
on the Domestic Swing Line Note, an appropriate notation on the grid attached to such Note
or such Domestic Swing Line Lender’s records reflecting the making of such Domestic Swing
Line Loan or (as the case may be) the receipt of such payment. The Outstanding Amount of
the Domestic Swing Line Loans set forth on such grid or such records shall be prima facie
evidence of the principal amount thereof owing and unpaid to such Domestic Swing Line
Lender, but the failure to record, or any error in so recording, any such amount on such
Note or such records shall not limit or otherwise affect the actual amount of the
obligations of Ryder hereunder or under the Domestic Swing Line Note to make payments of
principal of or interest on the Domestic Swing Line Note when due.




     (g) Repayment of Participations.




     (i) At any time after any Domestic Bank has purchased and funded a risk
participation in a Domestic Swing Line Loan, if any Domestic Swing Line Lender
receives any payment on account of such Domestic Swing Line Loan, such Domestic
Swing Line Lender will distribute to such Domestic Bank (which may be through the
Administrative Agent) its pro rata share thereof based on such
Bank’s Domestic Commitment Percentage in the same funds as those received by such
Domestic Swing Line Lender.









 



50



     (ii) If any payment received by a Domestic Swing Line Lender in respect of
principal or interest on any Domestic Swing Line Loan is required to be returned by
such Domestic Swing Line Lender under any of the circumstances described in §15A
(including pursuant to any settlement entered into by such Domestic Swing Line
Lender in its discretion), each Domestic Bank shall pay to such Domestic Swing Line
Lender its pro rata share thereof based on such Bank’s Domestic
Commitment Percentage on demand of such Domestic Swing Line Lender, plus interest
thereon from the date of such demand to the date such amount is returned, at a rate
per annum equal to the applicable Overnight Rate. The obligations of the Domestic
Banks under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.



     §2.13. The U.K. Swing Line.




     (a) The U.K. Swing Line Loans. Subject to the terms and conditions hereinafter
set forth, upon notice by the U.K. Borrowers made to the U.K. Agent in accordance with this
§2.13, the U.K. Agent agrees to make loans to the U.K. Borrowers (the “U.K. Swing Line
Loans”) on any Business Day prior to the Maturity Date in any of Dollars, Sterling or Euros
in an aggregate principal amount not to exceed $50,000,000 (or the Sterling Equivalent or
Euro Equivalent thereof) at any one time outstanding. Each U.K. Swing Line Loan shall be in
a minimum amount equal to £100,000 (or the Dollar Equivalent or Euro Equivalent thereof) or
an integral multiple thereof. Notwithstanding any other provisions of this Agreement and in
addition to the limit set forth above, at no time shall the aggregate Outstanding Amount of
all outstanding U.K. Swing Line Loans exceed the remainder of (i) the Total U.K. Commitment
then in effect minus (ii) the sum of (A) the aggregate Outstanding Amount of all U.K. Loans
denominated in Dollars, plus (B) the aggregate Outstanding Amount of all U.K. Loans
denominated in Sterling, plus (C) the aggregate Outstanding Amount of all U.K. Loans
denominated in Euros; provided, that the U.K. Borrowers shall not use the proceeds
of any U.K. Swing Line Loan to refinance any outstanding U.K. Swing Line Loan. Within the
foregoing limits, and subject to the other terms and conditions hereof, the U.K. Borrowers
may borrow under this §2.13, prepay or repay under §2.11, and reborrow under this §2.13.
Each U.K. Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a U.K.
Swing Line Loan, each U.K. Bank shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the U.K. Agent a risk participation in such U.K.
Swing Line Loan in an amount equal to the product of such U.K. Bank’s U.K. Commitment
Percentage times the amount of such U.K. Swing Line Loan. Notwithstanding the foregoing,
the U.K. Agent shall not be under any obligation to advance any U.K. Swing Line Loan if any
Bank is at such time a Delinquent Bank, unless (i) the U.K. Borrowers provide cash
collateral to the U.K. Agent (pursuant to terms and documentation reasonably acceptable to
U.K. Agent) in an amount not less than that portion of the requested U.K. Swing Line Loan
attributable to such Delinquent Bank’s Commitment Percentage times the amount of the
requested U.K. Swing Line Loan or (ii) the U.K. Agent has entered into arrangements
satisfactory to it with the U.K. Borrowers or such Delinquent Bank to eliminate the U.K.
Agent’s risk with respect to such Delinquent Bank. Any cash collateral provided under this
Section shall be (i) held by the U.K. Agent and (ii) promptly (x) released to the U.K.
Borrowers (to the extent









 



51



provided by the U.K. Borrowers), together with any interest thereon, upon such
Delinquent Bank’s advance of its Commitment Percentage of the Base Rate Loan advanced to
refinance the relevant U.K. Swing Line Loan (it being understood that such Delinquent Bank’s
advance shall be applied to refinance the relevant U.K. Swing Line Loan) or (y) applied by
the U.K. Agent towards the repayment of the amount of such U.K. Swing Line Loan attributable
to such Delinquent Bank in the event that such Delinquent Bank fails to advance its
Commitment Percentage of the applicable Base Rate Loan refinancing the relevant U.K. Swing
Line Loan as set forth herein.




     (b) Notice of Borrowing. When the U.K. Borrowers desire the U.K. Agent to make
a U.K. Swing Line Loan, they shall send to the U.K. Agent written notice in the form of
Exhibit G-2 hereto (or telephonic notice confirmed
in a writing in the form of Exhibit G-2
hereto) of each U.K. Swing Line Loan requested hereunder (a “U.K. Swing Line Loan Request”)
not later than 12:00 p.m. (London time) on the proposed Drawdown Date of any U.K. Swing Line
Loan. Each such U.K. Swing Line Loan Request shall set forth the principal amount of the
proposed U.K. Swing Line Loan, the currency in which such U.K. Swing Line Loan should be
made and the Swing Line Loan Maturity Date relating to such U.K. Swing Line Loan, which
shall in no event be later than the Maturity Date. Each U.K. Swing Line Loan Request shall
be irrevocable and binding on the U.K. Borrowers and shall obligate the U.K. Borrowers to
borrow the U.K. Swing Line Loan from the U.K. Agent on the proposed Drawdown Date thereof.
Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed
Drawdown Date the U.K. Agent shall make the U.K. Swing Line Loan available to the U.K.
Borrowers no later than 3:00 p.m. (London time) on the proposed Drawdown Date by crediting
the amount of the U.K. Swing Line Loan to the account specified by the U.K. Borrowers;
provided that the U.K. Agent shall not advance any U.K. Swing Line Loans after it has
received notice from any Bank that a Default or Event of Default has occurred and stating
that no new U.K. Swing Line Loans are to be made until such Default or Event of Default has
been cured or waived in accordance with the provisions of this Agreement.




     (c) Automatic U.K. Base Rate Loan Request. In the event that any U.K. Swing
Line Loan Request for a U.K. Swing Line Loan causes the aggregate Outstanding Amount of U.K.
Swing Line Loans to exceed $25,000,000 at any time (or the Sterling Equivalent or Euro
Equivalent thereof), concurrently with such U.K. Swing Line Loan Request, the U.K. Borrowers
shall also submit to the U.K. Agent a U.K. Loan Request for U.K. Base Rate Loan to be made
on the next Business Day in a principal amount equal to the aggregate Outstanding Amount of
U.K. Swing Line Loans (provided that if the U.K. Borrowers fail to submit such U.K.
Loan Request, the parties agree that the U.K. Borrowers shall be deemed to make, and each of
the U.K. Borrowers hereby authorizes, an automatic concurrent request for a U.K. Base Rate
Loan to be made on the next Business Day in a principal amount equal to the aggregate
Outstanding Amount of U.K. Swing Line Loans (or the Sterling Equivalent or Euro Equivalent
thereof)) and the proceeds of such U.K. Base Rate Loan shall be applied as set forth in
§2.13(e); provided that (a) the sum of (i) the Outstanding Amount of the U.K. Loans
denominated in Dollars, plus (ii) the Outstanding Amount of the U.K. Loans denominated in
Sterling, plus (iii) the Outstanding Amount of the U.K. Loans denominated in Euros, shall
not, at any time and after giving effect to all amounts requested, exceed the Total U.K.
Commitment and (b)









 



52



the sum of (i) the Outstanding Amount of the U.K. Loans denominated in Dollars owed to
a U.K. Bank, plus (ii) the Outstanding Amount of the U.K. Loans denominated in Sterling owed
to such U.K. Bank, plus (iii) the Outstanding Amount of the U.K. Loans denominated in Euros
owed to such U.K. Bank, shall not, at any time and after giving effect to all amounts
requested, exceed such U.K. Bank’s U.K. Commitment.




     (d) Interest on U.K. Swing Line Loans. Each U.K. Swing Line Loan shall be a
U.K. Base Rate Loan and, except as otherwise provided in §6.11 hereof, shall bear interest
from the Drawdown Date thereof until repaid in full at the rate per annum equal to (i) the
RBS-U.K. Sterling Reference Rate plus the Applicable Margin on all Swing line Loans,
with respect to each U.K. Swing Line Loan denominated in Sterling, (ii) the U.K. Dollar Base
Rate plus the Applicable Margin on all Swing Line Loans, with respect to each U.K.
Swing Line Loan denominated in U.S. Dollars, and (iii) the RBS-U.K. Euro Reference Rate
plus the Applicable Margin on all Swing Line Loans, with respect to each U.K. Swing
Line Loan denominated in Euros, which shall, in each case, be paid on each Interest Payment
Date for U.K. Base Rate Loans.




     (e) Repayment of U.K. Swing Line Loans. The U.K. Borrowers shall repay each
outstanding U.K. Swing Line Loan on or prior to the Swing Line Loan Maturity Date relating
thereto; provided that the U.K. Borrowers shall repay the aggregate Outstanding
Amount of all U.K. Swing Line Loans at any time in excess of $25,000,000 with the proceeds
of the U.K. Base Rate Loan requested under §2.13(c) (as the case may be), and each of the
U.K. Borrowers hereby agrees to apply, and each of the U.K. Borrowers hereby authorizes the
U.K. Agent to apply, such proceeds to the outstanding U.K. Swing Line Loans. Upon notice by
the U.K. Agent on any Business Day (i) following the Swing Line Loan Maturity Date relating
to each U.K. Swing Line Loan or (ii) at the option of the U.K. Agent, after the occurrence
of an Event of Default, each of the U.K. Banks hereby agrees to make U.K. Loans to the U.K.
Borrowers constituting U.K. Base Rate Loans, on the next succeeding Business Day following
such notice, in an amount equal to such Bank’s U.K. Commitment Percentage of the aggregate
Outstanding Amount of all U.K. Swing Line Loans. The proceeds thereof shall be applied
directly by the U.K. Agent to repay outstanding U.K. Swing Line Loans and each of the U.K.
Borrowers hereby authorizes such application. Each U.K. Bank hereby absolutely,
unconditionally and irrevocably agrees to make such U.K. Loans upon one Business Day’s
notice as set forth above, notwithstanding (i) that the amount of such U.K. Loan may not
comply with the applicable minimums set forth herein, (ii) the failure of the U.K. Borrowers
to meet the applicable conditions set forth in §§11 or 12 hereof, (iii) the occurrence or
continuance of a Default or an Event of Default hereunder, (iv) the Total U.K. Commitment in
effect at such time, (v) any setoff, counterclaim, recoupment, defense or other right which
such U.K. Bank may have against the U.K. Agent, the U.K. Borrowers or any other Person for
any reason whatsoever or (vi) any other occurrence, event or condition, whether or not
similar to any of the foregoing. In the event that it is impracticable for such U.K. Loan
to be made for any reason on the date otherwise required above, then each U.K. Bank hereby
agrees that it shall forthwith purchase (as of the date such U.K. Loan would have been made,
but adjusted for any payments received from the U.K. Borrowers on or after such date and
prior to such purchase) from the U.K. Agent, and the U.K. Agent shall sell to each U.K.
Bank, such participations in the U.K.









 



53



Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as
shall be necessary to cause the U.K. Banks to share in such U.K.
Swing Line Loans pro rata
based on their respective U.K. Commitment Percentages (without regard to any termination of
the Total U.K. Commitment hereunder) by making available to the U.K. Agent an amount equal
to such U.K. Bank’s participation in the U.K. Swing Line Loans. No such funding or risk
participations shall relieve or otherwise impair the obligation of the U.K. Borrowers to
repay U.K. Swing Line Loans, together with interest as provided herein.




     Until a Bank funds its U.K. Base Rate Loan or risk participation pursuant to this
§2.13(e) to refinance such Bank’s U.K. Commitment Percentage of any U.K. Swing Line Loan,
interest in respect of such pro rata share shall be solely for the account of the U.K.
Agent. The U.K. Agent shall be responsible for invoicing the U.K. Borrowers for interest on
the U.K. Swing Line Loans. The U.K. Borrowers shall make all payments of principal and
interest in respect of the U.K. Swing Line Loans directly to the U.K. Agent.




     If any U.K. Bank fails to make available to the U.K. Agent for the account of the U.K.
Agent any amount required to be paid by such U.K. Bank pursuant to the foregoing provisions
of this §2.13(e), the U.K. Agent shall be entitled to recover from such U.K. Bank, on
demand, such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the U.K. Agent at a
rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any
administrative, processing or similar fees customarily charged by the U.K. Agent in
connection with the foregoing. If such U.K. Bank pays such amount (with interest and fees
as aforesaid), the amount so paid (less all such aforementioned interest and fees incurred
by such U.K. Bank as a result of its failure to pay the required amounts to the U.K. Agent)
shall constitute such U.K. Bank’s U.K. Base Rate Loan included in the relevant U.K. Base
Rate borrowing or funded participation in the relevant U.K. Swing Line Loan, as the case may
be. A certificate of the U.K. Agent submitted to any U.K. Bank with respect to any amounts
owing under this §2.13(e) shall be conclusive absent manifest error.




     (f) The U.K. Swing Line Note. The obligation of the U.K. Borrowers to repay
the U.K. Swing Line Loans made pursuant to this Agreement and to pay interest thereon as set
forth in this Agreement may be evidenced by a promissory note of the U.K. Borrowers with
appropriate insertions substantially in the form of Exhibit A-6 attached hereto (the
“U.K. Swing Line Note”), dated the Closing Date and payable to the order of the U.K. Agent
in a principal amount stated to be the lesser of (a) $50,000,000, or (b) the aggregate
principal amount of Swing Line Loans at any time advanced by the U.K. Agent and outstanding
thereunder. Upon the request of the U.K. Agent to the U.K. Borrowers, the U.K. Borrowers
shall execute and deliver to the U.K. Agent a U.K. Swing Line Note. The U.K. Borrowers
irrevocably authorize the U.K. Agent to make or cause to be made, at or about the time of
the Drawdown Date of any U.K. Swing Line Loan or at the time of receipt of any payment of
principal on the U.K. Swing Line Note, an appropriate notation on the grid attached to such
Note or the U.K. Agent’s records reflecting the making of such U.K. Swing Line Loan or (as
the case may be) the receipt of such payment. The Outstanding Amount of the U.K. Swing Line
Loans set forth on such grid or such records









 



54



shall
be prima facie evidence of the principal amount thereof owing and unpaid to the
U.K. Agent, but the failure to record, or any error in so recording, any such amount on such
Note or such records shall not limit or otherwise affect the actual amount of the
obligations of the U.K. Borrowers hereunder or under the U.K. Swing Line Note to make
payments of principal of or interest on the U.K. Swing Line Note when due.




     (g) Repayment of Participations.




     (i) At any time after any U.K. Bank has purchased and funded a risk
participation in a U.K. Swing Line Loan, if the U.K. Agent receives any payment on
account of such U.K. Swing Line Loan, the U.K. Agent will distribute to such U.K.
Bank its pro rata share thereof based on such Bank’s U.K. Commitment
Percentage in the same funds as those received by the U.K. Agent.




     (ii) If any payment received by the U.K. Agent in respect of principal or
interest on any U.K. Swing Line Loan is required to be returned by the U.K. Agent
under any of the circumstances described in §15A (including pursuant to any
settlement entered into by the U.K. Agent in its discretion), each U.K. Bank shall
pay to the U.K. Agent its pro rata share thereof based on such U.K.
Bank’s U.K. Commitment Percentage on demand of the U.K. Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the applicable Overnight Rate. The obligations of the U.K. Banks
under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.



     §2.14. The Canadian Swing Line.




     (a) The Canadian Swing Line Loans. Subject to the terms and conditions
hereinafter set forth, upon notice by the Canadian Borrowers to the Canadian Swing Line
Lender and the Canadian Agent in accordance with this §2.14, the Canadian Swing Line Lender
agrees to make loans to the Canadian Borrowers (the “Canadian Swing Line Loans”) in Dollars
or Canadian Dollars on any Business Day prior to the Maturity Date in an aggregate principal
amount not to exceed $50,000,000 (or the Canadian Dollar Equivalent thereof) at any one time
outstanding. Each Canadian Swing Line Loan shall be in a minimum amount equal to $500,000
(or the Canadian Dollar Equivalent thereof); provided that there shall be no minimum
amount for any Canadian Swing Line Loan which is advanced in order to fund an overdraft in
the Canadian Borrowers’ Canadian Dollar accounts maintained with Canadian Swing Line Lender
(as provided in §2.14(b) hereof). Notwithstanding any other provisions of this Agreement
and in addition to the limit set forth above, at no time shall the aggregate Outstanding
Amount of all Canadian Swing Line Loans exceed (i) the Total Canadian Commitment then in
effect minus (ii) the sum of (A) the aggregate Outstanding Amount of all Canadian Loans
denominated in U.S. Dollars, plus (B) the Outstanding Amount of all Canadian Loans
denominated in Canadian Dollars, plus (C) the Outstanding Amount of Bankers’ Acceptances;
provided, that the Canadian Borrowers shall not use the proceeds of any Canadian
Swing Line Loan to refinance any outstanding Canadian Swing Line Loan. Within the foregoing
limits, and subject to the other terms and conditions hereof, the Canadian Borrowers may









 



55



borrow under this §2.14, prepay or repay under §2.11, and reborrow under this §2.14.
Each Canadian Swing Line Loan shall be a Canadian Base Rate Loan. Immediately upon the
making of a Canadian Swing Line Loan, each Canadian Bank shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Canadian Swing Line Lender a
risk participation in such Canadian Swing Line Loan in an amount equal to the product of
such Canadian Bank’s Canadian Commitment Percentage times the amount of such Canadian Swing
Line Loan. Notwithstanding the foregoing, the Canadian Swing Line Lender shall not be under
any obligation to advance any Canadian Swing Line Loan if any Bank is at such time a
Delinquent Bank, unless (i) the Canadian Borrowers provide cash collateral to the Canadian
Swing Line Lender (pursuant to terms and documentation reasonably acceptable to the Canadian
Swing Line Lender) in an amount not less than that portion of the requested Canadian Swing
Line Loan attributable to such Delinquent Bank’s Commitment Percentage times the amount of
the requested Canadian Swing Line Loan or (ii) the Canadian Swing Line Lender has entered
into arrangements satisfactory to it with the Canadian Borrowers or such Delinquent Bank to
eliminate the Canadian Swing Line Lender’s risk with respect to such Delinquent Bank. Any
cash collateral provided under this Section shall be (i) held by the Canadian Swing Line
Lender and (ii) promptly (x) released to the Canadian Borrowers (to the extent provided by
the Canadian Borrowers), together with any interest thereon, upon such Delinquent Bank’s
advance of its Commitment Percentage of the Base Rate Loan advanced to refinance the
relevant Canadian Swing Line Loan (it being understood that such Delinquent Bank’s advance
shall be applied to refinance the relevant Canadian Swing Line Loan) or (y) applied by the
Canadian Swing Line Lender towards the repayment of the amount of such Canadian Swing Line
Loan attributable to such Delinquent Bank in the event that such Delinquent Bank fails to
advance its Commitment Percentage of the applicable Base Rate Loan refinancing the relevant
Canadian Swing Line Loan as set forth herein.




     (b) Notice of Borrowing. When the Canadian Borrowers desire the Canadian Swing
Line Lender to make a Canadian Swing Line Loan, they shall send to the Canadian Swing Line
Lender written notice in the form of Exhibit G-3 hereto (or telephonic notice confirmed in a
writing in the form of Exhibit G-3 hereto) of each Canadian Swing Line Loan requested
hereunder (a “Canadian Swing Line Loan Request”) not later than 2:00 p.m. (Toronto time) on
the proposed Drawdown Date of any Canadian Swing Line Loan. Each such Canadian Swing Line
Loan Request shall set forth the principal amount of the proposed Canadian Swing Line Loan,
the currency in which such Canadian Swing Line Loan shall be made and the Swing Line Loan
Maturity Date relating to such Canadian Swing Line Loan, which shall in no event be later
than the Maturity Date. In addition, in the event that the Canadian Borrowers cause an
overdraft in the net position of all its Canadian Dollar accounts maintained with the
Canadian Agent, the Canadian Borrowers shall be deemed to have requested a Canadian Swing
Line Loan (subject to the terms and conditions set forth in this §2.14 and in §§11 and 12,
to the extent applicable) in the amount of such overdraft. Each Canadian Swing Line Loan
Request shall be irrevocable and binding on the Canadian Borrowers and shall obligate the
Canadian Borrowers to borrow the Canadian Swing Line Loan from the Canadian Swing Line
Lender on the proposed Drawdown Date thereof. Upon satisfaction of the applicable
conditions set forth in this Agreement, on the proposed









 



56



Drawdown Date the Canadian Swing Line Lender shall make the Canadian Swing Line Loan
available to the Canadian Borrowers no later than 3:00 p.m. (Toronto time) on the proposed
Drawdown Date by crediting the amount of the Canadian Swing Line Loan to the account
specified by the Canadian Borrowers; provided that the Canadian Swing Line Lender
shall not advance any Canadian Swing Line Loans after it has received notice from any Bank
that a Default or Event of Default has occurred and stating that no new Canadian Swing Line
Loans are to be made until such Default or Event of Default has been cured or waived in
accordance with the provisions of this Agreement.




     (c) Automatic Canadian Base Rate Loan Request. In the event that any Canadian
Swing Line Loan Request for a Canadian Swing Line Loan causes the aggregate Outstanding
Amount of Canadian Swing Line Loans to exceed $25,000,000 (or the Canadian Dollar Equivalent
thereof) at any time, concurrently with such Canadian Swing Line Loan Request, the Canadian
Borrowers shall also submit to the Canadian Agent a Canadian Loan Request for a Canadian
Base Rate Loan to be made on the next Business Day in a principal amount equal to the
aggregate Outstanding Amount of Canadian Swing Line Loans (provided that if the
Canadian Borrowers fail to submit such Canadian Loan Request, the parties agree that each of
the Canadian Borrowers shall be deemed to make, and each of the Canadian Borrowers hereby
authorizes, an automatic concurrent request for a Canadian Base Rate Loan to be made on the
next Business Day in a principal amount equal to the aggregate Outstanding Amount of
Canadian Swing Line Loans (or the Canadian Dollar Equivalent thereof)), and the proceeds of
such Canadian Base Rate Loan shall be applied as set forth in §2.14(e); provided
that (a) the sum of (i) the Outstanding Amount of the Canadian Loans denominated in Dollars,
plus (ii) the Outstanding Amount of the Canadian Loans
denominated in Canadian Dollars, plus
(iii) the Outstanding Amount of Bankers’ Acceptances then outstanding, shall not, at any
time and after giving effect to all amounts requested, exceed the Total Canadian Commitment
and (b) the sum of (i) the Outstanding Amount of the Canadian Loans denominated in Dollars
owed to a Canadian Bank, plus (ii) the Outstanding Amount of the Canadian Loans denominated
in Canadian Dollars owed to such Canadian Bank, plus (iii) the Outstanding Amount of
Bankers’ Acceptances purchased by such Canadian Bank, shall not, at any time and after
giving effect to all amounts requested, exceed such Canadian Bank’s Canadian Commitment.




     (d) Interest on Canadian Swing Line Loans. Each Canadian Swing Line Loan shall
be a Canadian Base Rate Loan and, except as otherwise provided in §6.11 hereof, shall bear
interest from the Drawdown Date thereof until repaid in full at the rate per annum equal to
the Canadian Prime Rate plus the Applicable Margin on all Swing Line Loans, with
respect to each Canadian Swing Line Loan denominated in Canadian Dollars, and the Canadian
Base Rate plus the Applicable Margin on all Swing Line Loans with respect to each
Canadian Swing Line Loan denominated in U.S. Dollars, which shall be paid on each Interest
Payment Date for Canadian Base Rate Loans.




     (e) Repayment of Canadian Swing Line Loans. The Canadian Borrowers shall repay
each outstanding Canadian Swing Line Loan on or prior to the Swing Line Loan Maturity Date
relating thereto; provided that the Canadian Borrowers shall repay the aggregate
Outstanding Amount of any Canadian Swing Line Loans at any time in









 



57



excess of $25,000,000 with the proceeds of the Canadian Base Rate Loan requested under
§2.14(c) (as the case may be), and each of the Canadian Borrowers agrees to apply and each
of the Canadian Borrowers hereby authorizes the Canadian Agent and the Canadian Swing Line
Lender to apply, such proceeds to the outstanding Canadian Swing Line Loans. Upon notice by
the Canadian Swing Line Lender on any Business Day (i) following the Swing Line Loan
Maturity Date relating to each Canadian Swing Line Loan or (ii) at the option of the
Canadian Swing Line Lender, after the occurrence of an Event of Default, each of the
Canadian Banks hereby agrees to make Canadian Loans to the Canadian Borrowers constituting
Canadian Base Rate Loans, on the next succeeding Business Day following such notice, in an
amount equal to such Bank’s Canadian Commitment Percentage of the aggregate Outstanding
Amount of all Canadian Swing Line Loans. The proceeds thereof shall be applied directly by
the Canadian Agent to repay outstanding Canadian Swing Line Loans and each of the Canadian
Borrowers hereby authorizes such application. Each Canadian Bank hereby absolutely,
unconditionally and irrevocably agrees to make such Canadian Loans upon one Business Day’s
notice as set forth above, notwithstanding (i) that the amount of such Canadian Loan may not
comply with the applicable minimums set forth herein, (ii) the failure of the Canadian
Borrowers to meet the applicable conditions set forth in §§11 or 12 hereof, (iii) the
occurrence or continuance of a Default or an Event of Default hereunder, (iv) the Total
Canadian Commitment in effect at such time, (v) any setoff, counterclaim, recoupment,
defense or other right which such Canadian Bank may have against the Canadian Swing Line
Lender, the Canadian Borrowers or any other Person for any reason whatsoever or (vi) any
other occurrence, event or condition, whether or not similar to any of the foregoing. In
the event that it is impracticable for such Canadian Loan to be made for any reason on the
date otherwise required above, then each Canadian Bank hereby agrees that it shall forthwith
purchase (as of the date such Canadian Loan would have been made, but adjusted for any
payments received from the Canadian Borrowers on or after such date and prior to such
purchase) from the Canadian Swing Line Lender, and the Canadian Swing Line Lender shall sell
to each Canadian Bank, such participations in the Canadian Swing Line Loans (including all
accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Canadian
Banks to share in such Canadian Swing Line Loans pro rata based on their respective Canadian
Commitment Percentages (without regard to any termination of the Total Canadian Commitment
hereunder) by making available to the Canadian Agent an amount equal to such Bank’s
participation in the Canadian Swing Line Loans. No such funding or risk participations
shall relieve or otherwise impair the obligation of the Canadian Borrowers to repay Canadian
Swing Line Loans, together with interest as provided herein.




     Until a Bank funds its Canadian Base Rate Loan or risk participation pursuant to this
§2.14(e) to refinance such Bank’s Canadian Commitment Percentage of any Canadian Swing Line
Loan, interest in respect of such pro rata share shall be solely for the account of the
Canadian Swing Line Lender. The Canadian Agent shall be responsible for invoicing the
Canadian Borrowers for interest on the Canadian Swing Line Loans. The Canadian Borrowers
shall make all payments of principal and interest in respect of the Canadian Swing Line
Loans directly to the Canadian Agent.









 



58



     If any Canadian Bank fails to make available to the Canadian Agent for the account of
the Canadian Swing Line Lender any amount required to be paid by such Canadian Bank pursuant
to the foregoing provisions of this §2.14(e), the Canadian Agent for the account of the
Canadian Swing Line Lender shall be entitled to recover from such Canadian Bank, on demand,
such amount with interest thereon for the period from the date such payment is required to
the date on which such payment is immediately available to the Canadian Agent at a rate per
annum equal to the applicable Overnight Rate from time to time in effect, plus any
administrative, processing or similar fees customarily charged by the Canadian Agent in
connection with the foregoing. If such Canadian Bank pays such amount (with interest and
fees as aforesaid), the amount so paid (less all such aforementioned interest and fees
incurred by such Canadian Bank as a result of its failure to pay the required amounts to the
Canadian Agent for the account of the Canadian Swing Line Lender) shall constitute such
Canadian Bank’s Canadian Base Rate Loan included in the relevant Canadian Base Rate
borrowing or funded participation in the relevant Canadian Swing Line Loan, as the case may
be. A certificate of the Canadian Agent submitted to any Canadian Bank with respect to any
amounts owing under this §2.14(e) shall be conclusive absent manifest error.




     (f) The Canadian Swing Line Note. The obligation of the Canadian Borrowers to
repay the Canadian Swing Line Loans made pursuant to this Agreement and to pay interest
thereon as set forth in this Agreement may be evidenced by a promissory note of the Canadian
Borrowers with appropriate insertions substantially in the form of
Exhibit A-7 attached
hereto (the “Canadian Swing Line Note”), dated the Closing Date and payable to the order of
the Canadian Swing Line Lender in a principal amount stated to be the lesser of (i)
$50,000,000, or (ii) the aggregate principal amount of Canadian Swing Line Loans at any time
advanced by the Canadian Swing Line Lender and outstanding thereunder. Upon the request of
the Canadian Swing Line Lender to the Canadian Borrowers, the Canadian Borrowers shall
execute and deliver to the Canadian Swing Line Lender a Canadian Swing Line Note. The
Canadian Borrowers irrevocably authorize the Canadian Swing Line Lender to make or cause to
be made, at or about the time of the Drawdown Date of any Canadian Swing Line Loan or at the
time of receipt of any payment of principal on the Canadian Swing Line Note, an appropriate
notation on the grid attached to such Note or the Canadian Agent’s records reflecting the
making of such Canadian Swing Line Loan or (as the case may be) the receipt of such payment.
The Outstanding Amount of the Canadian Swing Line Loans set forth on such grid or such
records shall be prima facie evidence of the principal amount thereof owing and unpaid to
the Canadian Agent, but the failure to record, or any error in so recording, any such amount
on such Note or such records shall not limit or otherwise affect the actual amount of the
obligations of the Canadian Borrowers hereunder or under the Canadian Swing Line Note to
make payments of principal of or interest on the Canadian Swing Line Note when due.




     (g) Repayment of Participations.




     (i) At any time after any Canadian Bank has purchased and funded a risk
participation in a Canadian Swing Line Loan, if the Canadian Swing Line Lender
receives any payment on account of such Canadian Swing Line Loan, the









 



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Canadian Swing Line Lender (which may be through the Canadian Agent) will
distribute to such Canadian Bank its pro rata share thereof based on such Bank’s
Canadian Commitment Percentage in the same funds as those received by the Canadian
Swing Line Lender.




     (ii) If any payment received by the Canadian Swing Line Lender in respect of
principal or interest on any Canadian Swing Line Loan is required to be returned by
the Canadian Swing Line Lender under any of the circumstances described in §15A
(including pursuant to any settlement entered into by the Canadian Swing Line Lender
in its discretion), each Canadian Bank shall pay to the Canadian Swing Line Lender
its pro rata share thereof based on such Bank’s Canadian Commitment
Percentage on demand of the Canadian Swing Line Lender, plus interest thereon from
the date of such demand to the date such amount is returned, at a rate per annum
equal to the applicable Overnight Rate. The obligations of the Canadian Banks under
this clause shall survive the payment in full of the Obligations and the termination
of this Agreement.



     §3. BANKERS’ ACCEPTANCES.



     §3.1. Acceptance and Purchase. Subject to the terms and conditions hereof, each
Canadian Bank severally agrees to accept and purchase Bankers’ Acceptances drawn upon it by the
Canadian Borrowers denominated in Canadian Dollars. The Canadian Borrowers shall notify the
Canadian Agent by irrevocable written notice (each a “Bankers’ Acceptance Notice”) by 11:00 a.m.
(Toronto time) within one (1) Canadian Business Day of the date of any borrowing by way of Bankers’
Acceptances. Each borrowing by way of Bankers’ Acceptances shall be in a minimum aggregate face
amount of C$3,000,000 or an integral multiple of C$100,000 thereof. The face amount of each
Bankers’ Acceptance shall be C$100,000 or any integral multiple thereof. Each Bankers’ Acceptance
Notice shall be in the form of Exhibit F. In no event shall the Dollar Equivalent of the aggregate
face amount of all outstanding Bankers’ Acceptances exceed the remainder of (i) the Total Canadian
Commitment minus (ii) the sum of (A) the Outstanding Amount of all Canadian Loans denominated in
U.S. Dollars, plus (B) the Outstanding Amount of all Canadian Loans denominated in Canadian
Dollars.




     (a) Term. Each Bankers’ Acceptance shall be issued and shall mature on a
Canadian Business Day. Each Bankers’ Acceptance shall have a term of 1, 2, 3 or 6 months,
shall mature no later than five (5) days prior to the Maturity Date, and shall be in form
and substance reasonably satisfactory to the Canadian Bank which is accepting such Bankers’
Acceptance.




     (b) Bankers’ Acceptances in Blank. To facilitate the acceptance of Bankers’
Acceptances under this Agreement, the Canadian Borrowers shall, upon execution of this
Agreement and from time to time as required, provide to the Canadian Agent bills of exchange
or depository bills, in form satisfactory to the Canadian Agent, duly executed and endorsed
in blank by the Canadian Borrowers in quantities sufficient for each Canadian Bank to
fulfill its obligations hereunder. In addition, the Canadian Borrowers hereby appoint each
Canadian Bank as its attorney to sign and endorse on its behalf, in handwriting or by
facsimile or mechanical signature as and when deemed necessary by









 



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such Canadian Bank, blank forms of Bankers’ Acceptances. The Canadian Borrowers
recognize and agree that all Bankers’ Acceptances signed and/or endorsed on its behalf by a
Canadian Bank shall bind the Canadian Borrowers as fully and effectually as if signed in the
handwriting of and duly issued by the proper signing officers of the Canadian Borrowers.
Each Canadian Bank is hereby authorized to issue such Bankers’ Acceptances endorsed in blank
in such face amounts as may be determined by such Canadian Bank provided that the
aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances required
to be accepted and purchased by such Bank pursuant to clause (d) below. No Canadian Bank
shall be responsible or liable for its failure to accept a Bankers’ Acceptance if the cause
of such failure is, in whole or in part, due to the failure of the Canadian Borrowers to
provide duly executed and endorsed bills of exchange or depository bills to the Canadian
Agent on a timely basis nor shall any Canadian Bank or the Canadian Agent be liable for any
damage, loss or other claim arising by reason of any loss or improper use of any such
instrument except loss or improper use arising by reason of the gross negligence or willful
misconduct of such Bank or the Canadian Agent, its officers, employees, agents or
representatives. Each Canadian Bank shall maintain a record with respect to Bankers’
Acceptances (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it
for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder, and (v)
cancelled at their respective maturities. Each Canadian Bank further agrees to retain such
records in the manner and for the statutory periods provided in the various Canadian
provincial or federal statutes and regulations which apply to such Canadian Bank.




     (c) Depository Bills. All Bankers’ Acceptances accepted by the Canadian Bank
issued in the form of a depository bill (as defined in the Depository Bills and Notes Act
(Canada) (“DBNA”)) shall be deposited with the Canadian Depository for Securities and shall
be made payable to CDS & Co. In order to give effect to the foregoing, the Canadian Agent
may, acting reasonably, establish and notify the Canadian Borrowers and the other Canadian
Banks of any additional procedures, consistent with the terms of this Agreement and the
requirements, of the DBNA, as are reasonably necessary to accomplish the parties intention,
including, without limitation: (i) inserting a phrase in the drafts held by the Canadian
Agent to the effect that the Bankers’ Acceptance is issued pursuant to the DBNA; (ii)
removing any reference to authentication of a Bankers’ Acceptance; and (iii) removing any
reference to the bearer of the depository bill.




     (d) Execution of Bankers’ Acceptances. Bills of exchange or depository bills
of the Canadian Borrowers to be accepted as Bankers’ Acceptances hereunder shall be duly
executed by one or more duly authorized officers on behalf of the Canadian Borrowers.
Notwithstanding that any person whose signature appears on any Bankers’ Acceptance as a
signatory for the Canadian Borrowers may no longer be an authorized signatory for the
Canadian Borrowers at the date of issuance of a Bankers’ Acceptance, such signature shall
nevertheless be valid and sufficient for all purposes as if such authority had remained in
force at the time of such issuance and any such Bankers’ Acceptance so signed shall be
binding on the Canadian Borrowers. As a condition precedent to each Canadian Bank’s
obligation to accept and, if applicable, purchase Bankers’ Acceptances hereunder, each of
the Canadian Borrowers hereby agrees to the Power of Attorney Terms — Bankers’ Acceptances
set out in Annex A hereto and hereby









 



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grants to each Canadian Bank a power of attorney on the terms set out in such Annex A;
provided that if either of the Canadian Borrowers revoke such power of attorney, the
Canadian Banks shall not be entitled to issue Bankers’ Acceptances hereunder unless the
Canadian Borrowers, the Canadian Agent and all of the Canadian Banks have agreed on
amendments to this Agreement which would allow the Canadian Borrowers to again issue
Bankers’ Acceptances. Any executed drafts or orders to be used as Bankers’ Acceptances
shall be held in safekeeping with the same degree of care as if they were a Canadian Bank’s
property.




     (e) Issuance of Bankers’ Acceptances. Promptly following receipt of a Bankers’
Acceptance Notice, the Canadian Agent shall so advise the Canadian Banks of the face amount
of each Bankers’ Acceptance to be accepted by it and the term thereof. The aggregate face
amount of Bankers’ Acceptances to be accepted by a Canadian Bank shall be determined by the
Canadian Agent by reference to the respective Canadian Commitments of the Canadian Banks,
except that, if the face amount of a Bankers’ Acceptance, which would otherwise be accepted
by a Canadian Bank, would not be C$100,000 or an integral multiple thereof, such face amount
shall be increased or reduced by the Canadian Agent in its sole and absolute discretion to
the nearest integral multiple of C$100,000.




     (f) Acceptance of Bankers’ Acceptances. Each Bankers’ Acceptance to be
accepted by a Canadian Bank shall be accepted at such Bank’s
office shown on Schedule 1
hereof or as otherwise designated by said Canadian Bank from time to time.




     (g) Purchase of Bankers’ Acceptances. On the relevant date of borrowing, each
Canadian Bank severally agrees to purchase from the Canadian Borrowers, at the face amount
thereof discounted by the Applicable BA Discount Rate, any Bankers’ Acceptance accepted by
it and provide to the Canadian Agent, for the account of the Canadian Borrowers, the BA
Discount Proceeds in respect thereof after deducting therefrom the amount of the Acceptance
Fee and, if applicable, the Additional Fee, payable by the Canadian Borrowers to such Bank
under §3.3 in respect of such Bankers’ Acceptance.




     (h) Sale of Bankers’ Acceptances. Each Canadian Bank may at any time and from
time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances
accepted and purchased by it.




     (i) Waiver of Presentment and Other Conditions. The Canadian Borrowers waive
presentment for payment and any other defense to payment of any amounts due to a Canadian
Bank in respect of a Bankers’ Acceptance accepted and purchased by such Canadian Bank
pursuant to this Agreement which might exist solely by reason of such Bankers’ Acceptance
being held, at the maturity thereof, by such Bank in its own right. The Canadian Borrowers
agree not to claim or require any days of grace or require the Canadian Agent or any
Canadian Bank to claim any days of grace if any Canadian Bank as holder sues or otherwise
commences legal proceedings for the payment of any Bankers’ Acceptance.









 



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     §3.2. Refunding Bankers’ Acceptances. With respect to each Bankers’ Acceptance, the
Canadian Borrowers, except during the occurrence and continuation of an Event of Default, may give
irrevocable telephone or written notice (or such other method of notification as may be agreed upon
between the Canadian Agent and the Canadian Borrowers) to the Canadian Agent at or before 11:00
a.m. (Toronto time) within one (1) Canadian Business Day of such maturity date of such Bankers’
Acceptance of any Canadian Borrower’s intention to issue one or more Bankers’ Acceptances on such
maturity date (each a “Refunding Bankers’ Acceptance”) to provide for the payment of such maturing
Bankers’ Acceptance (it being understood that payments by the Canadian Borrowers and fundings by
the Canadian Banks in respect of each maturing Bankers’ Acceptance and each related Refunding
Bankers’ Acceptance shall be made on a net basis reflecting the difference between the face amount
of such maturing Bankers’ Acceptance and the BA Discount Proceeds (net of the applicable Acceptance
Fee) of such Refunding Bankers’ Acceptance). Any funding on account of any maturing Bankers’
Acceptance must be made at or before 12:00 noon (Toronto time) on the maturity date of such
Bankers’ Acceptance. If the Canadian Borrowers fail to give such notice, the Canadian Borrowers
shall be irrevocably deemed to have requested and to have been advanced a Canadian Loan bearing
interest at the Canadian Prime Rate in the face amount of such maturing Bankers’ Acceptance on the
maturity date of such maturing Bankers’ Acceptance from the Canadian Bank which accepted such
maturing Bankers’ Acceptance, which Loan shall thereafter bear interest as such in accordance with
the provisions hereof and otherwise shall be subject to all provisions of this Agreement applicable
to Canadian Loans until paid in full. Notwithstanding anything to the contrary contained herein,
the Canadian Borrowers shall not prepay the Outstanding Amount of any Bankers’ Acceptance, as a
whole or in part, at any time.



     §3.3. Acceptance Fee. An acceptance fee (the “Acceptance Fee”) shall be payable by
the Canadian Borrowers to each Canadian Bank and each Canadian Bank shall deduct the amount of such
Acceptance Fee from the BA Discount Proceeds (in the manner specified in §3.1(g) in respect of each
Bankers’ Acceptance), said fee to be calculated at a rate per annum equal to the Applicable
Acceptance Fee Rate calculated on the face amount of such Bankers’ Acceptance and computed on the
basis of the number of days in the term of such Bankers’ Acceptance and a year of 365 days. In
addition to the Acceptance Fee an additional fee (the “Additional Fee”) shall be payable by the
Canadian Borrowers to each Non-Schedule I Bank and each Non-Schedule I Bank shall deduct such
Additional Fee from the BA Discount Proceeds (in the manner specified in §3.1(f) in respect of each
Bankers’ Acceptance) said fee to be calculated at a rate per annum equal to eight one-hundredths of
one-percent (0.08%) calculated on the face amount of such Bankers’ Acceptance and computed on the
basis of the number of days in the term of such Bankers’ Acceptance and a year of 365 days.



     §4. LETTERS OF CREDIT.



     §4.1. Letter of Credit Commitments.




     (a) Commitments to Issue Domestic Letters of Credit.




     Subject to the terms and conditions set forth herein, (A) the Issuing Bank
agrees, in reliance upon the agreements of the Domestic Banks set forth in this §4,
(1) from time to time on any Business Day during the period from the Closing









 



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Date until the Letter of Credit Expiration Date, to issue Letters of Credit for
the account of Ryder and/or any of its domestic Subsidiaries, and to amend or extend
Letters of Credit previously issued by it, in each case denominated in Dollars, in
accordance with subsection (b) below, and (2) to honor drawings under the Letters of
Credit; and (B) the Domestic Banks severally agree to participate in Letters of
Credit issued for the account of Ryder and/or any of its domestic Subsidiaries and
any drawings thereunder; provided, however, that after giving effect to any L/C
Credit Extension with respect to any Letter of Credit, (a) the sum of the
Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit
at any one time, (b) the sum of (i) the Outstanding Amount of L/C Obligations with
respect to Letters of Credit issued for the account of Ryder and/or its domestic
Subsidiaries, plus (ii) the Outstanding Amount of the Domestic Loans, shall not, at
any time and after giving effect to all amounts requested, exceed the Total Domestic
Commitment and (c) with respect to any Domestic Bank, the
sum of (i) such Domestic
Bank’s Domestic Commitment Percentage of the Outstanding Amount of L/C Obligations
with respect to all Letters of Credit issued for the account of Ryder and/or its
domestic Subsidiaries, plus (ii) the Outstanding Amount of the Domestic Loans owed
to such Domestic Bank, shall not, at any time and after giving effect to all amounts
requested, exceed such Domestic Bank’s Domestic Commitment. Each request by Ryder
and/or any domestic Subsidiary for the issuance or amendment of a Letter of Credit
shall be deemed to be a representation by Ryder that the L/C Credit Extension so
requested complies with the conditions set forth in the proviso to the preceding
sentence. Within the foregoing limits, and subject to the terms and conditions
hereof, Ryder’s and/or any of its domestic Subsidiaries’ ability to obtain Letters
of Credit shall be fully revolving, and accordingly Ryder and/or its domestic
Subsidiaries may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and reimbursed.




     (b) The Issuing Bank shall not issue any Letter of Credit, if:




     (i) subject to §4.2(c), the expiry date of such requested Letter of Credit
would occur more than twelve months after the date of issuance or last extension,
unless the Majority Banks have approved such expiry date; or




     (ii) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless all the Banks have approved such expiry
date.




     (c) The Issuing Bank shall not be under any obligation to issue any Letter of Credit
if:




     (i) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such
Letter of Credit, or Laws applicable to the Issuing Bank or any request or directive
(whether or not having the force of law) from any









 



64



Governmental Authority with jurisdiction over the Issuing Bank shall prohibit,
or request that the Issuing Bank refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon the Issuing
Bank with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which the Issuing Bank is not otherwise compensated hereunder) not
in effect on the Closing Date, or shall impose on the Issuing Bank any unreimbursed
loss, cost or expense which was not applicable on the Closing Date and which the
Issuing Bank in good faith deems material to it (it being understood that if the
Issuing Bank determines not to issue a Letter of Credit as a result of events or
circumstances giving rise to unreimbursed losses, costs or expenses, the Issuing
Bank shall promptly notify Ryder and the Administrative Agent of the same. The
Borrowers may elect to reimburse such Issuing Bank for such loss, cost or expense;
and upon the reimbursement of such loss, cost or expense, the Issuing Bank shall
issue such Letter of Credit on the terms and subject to the other conditions set
forth herein);




     (ii) the issuance of such Letter of Credit would violate any international,
foreign, federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or
authorities (including the interpretation or administration thereof by any
Governmental Authority) or one or more policies of the Issuing Bank;




     (iii) except as otherwise agreed by the Administrative Agent and the Issuing
Bank, such Letter of Credit is in an initial face amount less than $100,000, in the
case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter
of Credit;




     (iv) such Letter of Credit is to be denominated in a currency other than
Dollars;




     (v) such Letter of Credit contains any provisions for automatic reinstatement
of the stated amount after any drawing thereunder; or




     (vi) (a) a default of any Domestic Bank’s (other than the Domestic Bank which
is the Issuing Bank) obligations to fund under §4.3 exists, (b) any Domestic Bank
(other than a Domestic Bank which is the Issuing Bank) has failed to fund any
portion of any participations in L/C Obligations required to be funded by it
hereunder or (c) any Bank is at such time a Delinquent Bank, unless (i) Ryder
provides cash collateral to the Issuing Bank (pursuant to terms and documentation
reasonably acceptable to the Issuing Bank) in an amount not less than that portion
of the requested Letter of Credit attributable to such Delinquent Bank’s Commitment
Percentage times the amount of the requested Letter of Credit or (ii) the Issuing
Bank has entered into arrangements satisfactory to it with Ryder or such Delinquent
Bank to eliminate the Issuing Bank’s risk with respect to such Delinquent Bank;
provided that any cash collateral provided by Ryder under this subsection
(c) shall be (x) promptly released to Ryder, together with any interest thereon,
upon (A) such Delinquent Bank funding such portion of any









 



65



participations in L/C Obligations required to be funded by it hereunder, (B)
such Bank ceasing to be deemed a Delinquent Bank, or (C) subsequent to Ryder
providing such cash collateral, the Issuing Bank entering into arrangements
satisfactory to it with Ryder or such Delinquent Bank to eliminate the Issuing
Bank’s risk with respect to such Delinquent Bank; and, in the case of clause (A),
such cash collateral returned to Ryder shall be in an amount equal to that portion
funded by such Delinquent Bank and in the case of either clause (B) or (C), such
cash collateral returned to Ryder shall be in an amount equal to that portion of the
requested Letter of Credit attributable to such Delinquent Bank’s Domestic
Commitment Percentage times the amount of the requested Letter of Credit, or (y)
applied by the Issuing Bank towards the repayment of Unreimbursed Amounts
attributable to such Delinquent Bank in the event that such Delinquent Bank fails to
fund such portion of any Base Rate Loan to Ryder or fund such portion of
participations in an L/C Advance, in each case, with regard to such Unreimbursed
Amount required to be funded by it hereunder.




     (d) The Issuing Bank shall not amend any Letter of Credit if the Issuing Bank would not
be permitted at such time to issue such Letter of Credit in its amended form under the terms
hereof or the beneficiary of such Letter of Credit does not accept the proposed amendment to
such Letter of Credit.




     (e) The Issuing Bank shall be under no obligation to amend any Letter of Credit if (i)
the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (ii) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.




     (f) The Issuing Bank shall act on behalf of the Domestic Banks with respect to any
Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank
shall have all of the benefits and immunities (A) provided to the Administrative Agent in
§16 with respect to any acts taken or omissions suffered by the Issuing Bank in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents
pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used
in §16 included the Issuing Bank with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the Issuing Bank.



     §4.2. Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters
of Credit.




     (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of Ryder and/or its domestic Subsidiary delivered to the Issuing Bank (with a copy
to the Administrative Agent) in the form of a Letter of Credit Application, appropriately
completed and signed by a duly authorized officer of Ryder and/or its domestic Subsidiary.
Such Letter of Credit Application must be received by the Issuing Bank and the
Administrative Agent not later than 11:00 a.m. (local time for each of the Issuing Bank and
the Administrative Agent) at least two Business Days (or such later date and time as the
Administrative Agent and the Issuing Bank may agree in a particular









 



66



instance in their sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be. In the case of a request for an initial issuance of a Letter
of Credit, such Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the Issuing Bank: (i) the proposed issuance date of the requested Letter of
Credit (which shall be a Business Day); (ii) the amount thereof; (iii) the expiry date
thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be
presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any
certificate to be presented by such beneficiary in case of any drawing thereunder; and (vii)
such other matters as the Issuing Bank may require. In the case of a request for an
amendment of any outstanding Letter of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to the Issuing Bank (i) the Letter of Credit to be
amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii)
the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may
reasonably require. Additionally, Ryder shall furnish to the Issuing Bank and the
Administrative Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as the Issuing Bank
or the Administrative Agent may reasonably require.




     (b) Promptly after receipt of any Letter of Credit Application, the Issuing Bank will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from Ryder and, if not, the
Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing
Bank has received written notice from any Bank, any Agent or any Borrower, at least one
Business Day prior to the requested date of issuance or amendment of the relevant Letter of
Credit, that one or more applicable conditions contained in §§11 and 12 shall not then be
satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the
requested date, issue a Letter of Credit for the account of Ryder and/or its domestic
Subsidiaries, as the case may be, or enter into the applicable amendment, as the case may
be, in each case in accordance with the Issuing Bank’s usual and customary business
practices. Immediately upon the issuance of each Letter of Credit, the Domestic Banks shall
be deemed to, and hereby irrevocably and unconditionally agree to, purchase from the Issuing
Bank a risk participation in such Letter of Credit in an amount equal to the product of such
Bank’s Domestic Commitment times the amount of such Letter of Credit. The Issuing Bank will
provide updated information quarterly to the Domestic Banks with respect to the Letters of
Credit outstanding at such time.




     (c) If Ryder and/or any of its domestic Subsidiaries so requests in any applicable
Letter of Credit Application, the Issuing Bank may, in its sole and absolute discretion,
agree to issue a Letter of Credit that has automatic extension provisions (each, an
“Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit
must permit the Issuing Bank to prevent any such extension at least once in each
twelve-month period (commencing with the date of issuance of such Letter of Credit) by
giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension
Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of
Credit is issued. Unless otherwise directed by the Issuing Bank, Ryder and/or any of its
domestic Subsidiaries shall not be required to make a specific request to the Issuing









 



67



Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued,
the Domestic Banks shall be deemed to have authorized (but may not require) the Issuing Bank
to permit the extension of such Letter of Credit at any time to an expiry date not later
than the Letter of Credit Expiration Date; provided,
however, that the Issuing Bank shall
not permit any such extension if (i) the Issuing Bank has determined that it would not be
permitted, or would have no obligation, at such time to issue such Letter of Credit in its
revised form (as extended) under the terms hereof (by reason of the provisions of §4.1(b)
and (c) or otherwise), or (ii) it has received notice (which may be by telephone or in
writing) on or before the day that is five Business Days before the Non-Extension Notice
Date (A) from the Administrative Agent that the Majority Banks have elected not to permit
such extension or (B) from any Agent, any Bank or any Borrower that one or more of the
applicable conditions specified in §12 is not then satisfied, and in each such case
directing the Issuing Bank not to permit such extension.




     (d) If any Letter of Credit contains provisions providing for automatic reinstatement
of the stated amount after any drawing thereunder, (i) unless otherwise directed by the
Issuing Bank, Ryder and/or any of its domestic Subsidiaries shall not be required to make a
specific request to the Issuing Bank to permit such reinstatement, and (ii) the
Administrative Agent and the Domestic Banks hereby authorize and direct the Issuing Bank to
permit such automatic reinstatement, whether or not a Default then exists, unless the
Issuing Bank has received a notice (which may be by telephone or in writing) on or before
the day that is two Business Days before the reinstatement date from any Agent, the Majority
Banks or any Borrower that one or more of the applicable conditions specified in §12 is not
then satisfied and directing the Issuing Bank to cease permitting such automatic
reinstatement of such Letter of Credit.




     (e) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing
Bank will also deliver to Ryder and the Administrative Agent a true and complete copy of
such Letter of Credit or amendment.



     §4.3. Drawings and Reimbursements; Funding of Participations.




     (a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the Issuing Bank shall notify Ryder and the
Administrative Agent thereof not later than 1:00 p.m. (Boston time) on the date of drawing
under such Letter of Credit. Not later than 11:00 a.m. (Boston time) on the Business Day
next following the later of (i) the date of any payment by the Issuing Bank under a Letter
of Credit (each such date of payment by the Issuing Bank, an “Honor Date”) or (ii) the date
that the Issuing Bank provides notice to Ryder of a drawing by the beneficiary under a
Letter of Credit, Ryder shall reimburse the Issuing Bank through the Administrative Agent in
an amount equal to the amount of such drawing, together with interest thereon at a rate per
annum equal to the Domestic Base Rate. If Ryder fails to so reimburse the Issuing Bank by
such time, the Administrative Agent shall promptly notify each Domestic Bank of the Honor
Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of
such Domestic Bank’s applicable Commitment Percentage thereof. In such event, Ryder shall
be deemed to have requested









 



68



a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples specified in §2.7 for the
principal amount of Loans, but subject to the amount of the unutilized portion of the Total
Domestic Commitment and the conditions set forth in §12 (other than the delivery of a
Domestic Loan Request). Any notice given by the Issuing Bank or the Administrative Agent
pursuant to this §4.3(a) may be given by telephone if immediately confirmed in writing;
provided that the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice.




     (b) Each Domestic Bank (including the Domestic Bank acting as Issuing Bank, if
applicable) shall upon any notice pursuant to §4.3(a) make funds available to the
Administrative Agent for the account of the Issuing Bank at the Administrative Agent’s Head
Office in an amount equal to its Domestic Commitment Percentage of the Unreimbursed Amount
not later than 1:00 p.m. (local time of the Administrative Agent) on the Business Day
specified in such notice by the Administrative Agent, whereupon, subject to the provisions
of §4.3(c), each Domestic Bank that so makes funds available shall be deemed to have made a
Base Rate Loan to Ryder in such amount. The Administrative Agent shall remit the funds so
received to the Issuing Bank.




     (c) With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate
Loan pursuant to this §4.3 because the conditions set forth in §12 cannot be satisfied or
for any other reason, Ryder shall be deemed to have incurred from the Issuing Bank an L/C
Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C
Borrowing shall be due and payable on demand (together with interest) and shall bear
interest in accordance with §6.11. In such event, each Domestic Bank’s payment to the
Administrative Agent for the account of the Issuing Bank pursuant to §4.3(b) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall constitute an L/C
Advance from such Bank in satisfaction of its participation obligation under this §4.




     (d) Until a Domestic Bank funds its Base Rate Loan or L/C Advance pursuant to this §4.3
to reimburse the Issuing Bank for any amount drawn under any Letter of Credit, interest in
respect of such Domestic Bank’s Domestic Commitment Percentage of such amount shall be
solely for the account of the Issuing Bank.




     (e) Each Domestic Bank’s obligation to make Base Rate Loans or L/C Advances to
reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by
this §4.3, shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right
which such Bank may have against the Issuing Bank, any Borrower or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default; or
(iii) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Domestic Bank’s obligation to make Base Rate Loans
pursuant to this §4.3 is subject to the conditions set forth in §12 (other than delivery by
Ryder of a Domestic Loan Request). No such making of an L/C Advance shall relieve or
otherwise impair the obligation of Ryder to reimburse the









 



69



Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of
Credit, together with interest as provided herein.




     (f) If any Domestic Bank fails to make available to the Administrative Agent for the
account of the Issuing Bank any amount required to be paid by such Bank pursuant to the
foregoing provisions of this §4.3 by the time specified in §4.3(b), the Issuing Bank shall
be entitled to recover from such Domestic Bank (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the Issuing Bank at a
rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any
administrative, processing or similar fees customarily charged by the Issuing Bank in
connection with the foregoing. If such Domestic Bank pays such amount (with interest and
fees as aforesaid), the amount so paid (less all such aforementioned interest and fees
incurred by such Domestic Bank as a result of its failure to pay the required amounts to the
Issuing Bank) shall constitute such Domestic Bank’s Loan included in the relevant borrowing
or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate
of the Issuing Bank submitted to any Domestic Bank (through the Administrative Agent) with
respect to any amounts owing under this clause (f) shall be conclusive absent manifest
error.



     §4.4. Repayment of Participations.




     (a) At any time after the Issuing Bank has made a payment under any Letter of Credit
and has received from any Domestic Bank such Bank’s L/C Advance in respect of such payment
in accordance with §4.3, if the Administrative Agent receives for the account of the Issuing
Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether
directly from Ryder or otherwise, including proceeds of Cash Collateral applied thereto by
the Administrative Agent), the Administrative Agent will distribute to such Bank its
Domestic Commitment Percentage thereof (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Bank’s L/C Advance was
outstanding) in the same funds as those received by the Administrative Agent.




     (b) If any payment received by the Administrative Agent for the account of the Issuing
Bank pursuant to §4.3(a) is required to be returned in connection with any proceeding under
any Debtor Relief Law or under any of the circumstances described in §15A (in each case,
including pursuant to any settlement entered into by the Issuing Bank in its discretion),
each Domestic Bank shall pay to the Administrative Agent for the account of the Issuing Bank
its Domestic Commitment Percentage thereof on demand of the Administrative Agent, plus
interest thereon from the date of such demand to the date such amount is returned by such
Bank, at a rate per annum equal to the Overnight Rate from time to time in effect. The
obligations of such Banks under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.



     §4.5. Obligations Absolute. The obligation of Ryder to reimburse the Issuing Bank for
each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute,









 



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unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:




     (a) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;




     (b) the existence of any claim, counterclaim, set-off, defense or other right that
Ryder or any Subsidiary may have at any time against any beneficiary or any transferee of
such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), the Issuing Bank or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement
or instrument relating thereto, or any unrelated transaction;




     (c) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;




     (d) any payment by the Issuing Bank under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the Issuing Bank under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection with any
proceeding under any Debtor Relief Law; or




     (e) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Borrower or any Subsidiary.



     Ryder shall promptly examine a copy of each Letter of Credit and each amendment thereto that
is delivered to it and, in the event of any claim of noncompliance with Ryder’s instructions or
other irregularity, Ryder will immediately notify the Issuing Bank. Ryder shall be conclusively
deemed to have waived any such claim against the Issuing Bank and its correspondents unless such
notice is given as aforesaid.



     §4.6. Role of Issuing Bank.



     Each Domestic Bank and Ryder agrees that, in paying any drawing under a Letter of Credit, the
Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire
as to the validity or accuracy of any such document or the authority of the Person executing or
delivering any such document. None of the Issuing Bank, the Administrative Agent nor any of their
respective officers, directors, employees, agents or attorneys-in-fact or affiliates,
correspondents, participants or assignees of the Issuing Bank or Administrative Agent shall be
liable to any Domestic Bank for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Domestic Banks or the Majority Banks, as applicable; (ii) any









 



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action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or instrument related to
any Letter of Credit or Letter of Credit Application. Ryder hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this assumption is not intended to, and shall not, preclude Ryder’s
pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or
under any other agreement. None of the Issuing Bank, any Administrative Agent nor any of their
respective officers, directors, employees, agents or attorneys-in-fact or affiliates,
correspondents, participants or assignees of the Issuing Bank or the Administrative Agent, shall be
liable or responsible for any of the matters described in clauses (a) through (e) of §4.5;
provided, however, that anything in such clauses to the contrary notwithstanding, Ryder may have a
claim against the Issuing Bank, and the Issuing Bank may be liable to Ryder, to the extent, but
only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by
Ryder which Ryder proves were caused by the Issuing Bank’s willful misconduct or gross negligence
or the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to
it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and
conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the
Issuing Bank may accept documents that appear on their face to be in order, without responsibility
for further investigation, and the Issuing Bank shall not be responsible for the validity or
sufficiency of any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.



     §4.7. Cash Collateral. Upon the request of the Administrative Agent, (i) if the
Issuing Bank has honored any full or partial drawing request under any Letter of Credit and such
drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date,
any Letter of Credit for any reason remains outstanding and partially or wholly undrawn, Ryder
shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an
amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the
Letter of Credit Expiration Date, as the case may be). Sections 6.4 and 13.1 set forth certain
additional requirements to deliver Cash Collateral hereunder. For purposes of this §4, and §§6.4
and 13.1, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the Issuing Bank and the Domestic Banks, as collateral for the L/C
Obligations, cash or deposit account balances (collectively, “Cash Collateral”) pursuant to
documentation in form and substance satisfactory to the Administrative Agent and the Issuing Bank
(which documents are hereby consented to by the Domestic Banks). Derivatives of such term have
corresponding meanings. Ryder hereby grants to the Administrative Agent, for the benefit of the
Issuing Bank and the Domestic Banks, a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in
blocked, non-interest bearing deposit accounts at the Administrative Agent.



     §4.8. Applicability of ISP and UCP. Unless otherwise expressly agreed by the Issuing
Bank and Ryder when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each
standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary
Credits, as most recently published by the International Chamber of Commerce at the time of
issuance shall apply to each commercial Letter of Credit.









 



72


     §4.9. Letter of Credit Fees. Ryder shall pay to the Administrative Agent, for the
account of each Domestic Bank in accordance with its Domestic Commitment Percentage a Letter of
Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued for Ryder’s or any of its
domestic Subsidiaries’ account equal to the Applicable Margin on all Letter of Credit Fees times
the daily maximum amount available to be drawn under such Letter of Credit (whether or not such
maximum amount is then in effect under such Letter of Credit). Letter of Credit Fees shall be (i)
computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after
the end of each March, June, September and December, commencing with the first such date to occur
after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand. If there is any change in the Applicable Margin on all Letter of Credit Fees during any
quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the
Applicable Margin on all Letter of Credit Fees separately for each period during such quarter that
such Applicable Margin on all Letter of Credit Fees was in effect. Notwithstanding anything to the
contrary contained herein, while any Event of Default exists and subject to the request of the
Majority Banks (other than with respect to an Event of Default regarding the payment of principal
under §13.1(a) which shall not require the request of the Majority Banks), all Letter of Credit
Fees shall accrue at a rate equal to the sum of the Applicable Margin on all Letter of Credit Fees
plus 2% per annum.



     §4.10. Fronting Fee and Documentary and Processing Charges Payable to Issuing Bank.
Ryder shall pay directly to the Issuing Bank for its own account a fronting fee with respect to
each Letter of Credit issued for Ryder’s or any of its domestic Subsidiaries’ account at the per
annum rate specified in the Fee Letter computed on the actual daily maximum amount available to be
drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such
Letter of Credit). Such fronting fee shall be computed on a quarterly basis in arrears. Such
fronting fee shall be due and payable on the first Business Day after the end of each March, June,
September and December, commencing with the first such date to occur after the issuance of such
Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition,
Ryder shall pay directly to the Issuing Bank for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard costs and charges, of the
Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.



     §4.11. Conflict with Issuing Documents. In the event of any conflict between the
terms hereof and the terms of any Issuer Document, the terms hereof shall control.



     §4.12. Letters of Credit Issued for Domestic Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the
account of, any of Ryder’s domestic Subsidiaries, Ryder shall be obligated to reimburse the Issuing
Bank hereunder for any and all drawings under such Letter of Credit. Ryder hereby acknowledges
that the issuance of Letters of Credit for the account of its domestic Subsidiaries inures to the
benefit of Ryder, and that Ryder’s business derives substantial benefits from the businesses of
such domestic Subsidiaries.









 



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     §5. GUARANTY.



     §5.1. Guaranty of Payment. Ryder hereby irrevocably guarantees to the Agents, the
Issuing Bank and the Banks, the full and punctual payment when due (whether at stated maturity, by
required pre-payment, by acceleration or otherwise) of all of the Obligations of Ryder PR, each of
the Canadian Borrowers, each of the U.K. Borrowers and each of Ryder’s domestic Subsidiaries,
including, without limitation, the principal and interest accruing on the Canadian Loans, the
obligations with respect to Bankers’ Acceptances, the U.K. Loans, the PR Loans, the obligations
with respect to the Letters of Credit and the L/C Obligations and all such Obligations which would
become due but for the operation of the automatic stay pursuant to §362(a) of the Federal
Bankruptcy Code or any similar provision of any other bankruptcy or insolvency law and the
operation of §§502(b) and 506(b) of the Federal Bankruptcy Code or any similar provision of any
other bankruptcy or insolvency law (all such obligations of Ryder PR, the Canadian Borrowers, the
U.K. Borrowers and each of Ryder’s domestic Subsidiaries being referred to herein as the
“Guaranteed Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of
the full and punctual payment of all of the Guaranteed Obligations and not of their collectability
only and is in no way conditioned upon any requirement that any Agent, the Issuing Bank or any Bank
first attempt to collect any of the Guaranteed Obligations from Ryder PR, either of the Canadian
Borrowers or either of the U.K. Borrowers or any other Person or resort to any collateral security
or other means of obtaining payment. Should an Event of Default occur as a result of a default by
Ryder PR, either of the Canadian Borrowers or either of the U.K. Borrowers in the payment of any of
the Guaranteed Obligations, the Obligations of Ryder hereunder with respect to such Guaranteed
Obligations in default shall, upon demand by the applicable Agent(s), become immediately due and
payable to the applicable Agent(s), for the benefit of the Banks, the Issuing Bank and the Agents,
without demand or notice of any nature, all of which are expressly waived by Ryder. Payments by
Ryder hereunder may be required by the Agents on any number of occasions. All payments by Ryder
hereunder shall be made to the applicable Agent(s), in the manner and at the place of payment
specified therefor in §6.1 hereof, for the account of the Banks, the Issuing Bank and the Agents.



     §5.2. Ryder’s Agreement to Pay Enforcement Costs, etc. Ryder further agrees, as the
principal obligor and not as a guarantor only, to pay to the applicable Agents, on demand, all
reasonable costs and expenses (including court costs and legal expenses) incurred or expended by
any Agent, the Issuing Bank or any Bank in connection with the Guaranteed Obligations, this
Guaranty and the enforcement thereof, together with interest on amounts recoverable under this §5.2
from the time when such amounts become due until payment, whether before or after judgment, at the
rate of interest for overdue principal set forth in §6.11
hereof, provided that if such interest
exceeds the maximum amount permitted to be paid under applicable Law, then such interest shall be
reduced to such maximum permitted amount.



     §5.3. Waivers by Ryder; Banks’ Freedom to Act. Ryder agrees that the Guaranteed
Obligations will be paid strictly in accordance with their respective terms, regardless of any Law
or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights
of the Agents, the Issuing Bank or any Bank with respect thereto. Ryder waives promptness,
diligence, presentment, demand, protest, notice of acceptance, notice of any Guaranteed Obligations
incurred and all other notices of any kind, all defenses which may be available by virtue of any
valuation, stay, moratorium law or other similar law now or hereafter









 



74


in effect, any right to require the marshalling of assets of Ryder PR, either of the Canadian
Borrowers or either of the U.K. Borrowers or any other entity or other Person primarily or
secondarily liable with respect to any of the Guaranteed Obligations, and all suretyship defenses
generally. Without limiting the generality of the foregoing, Ryder agrees to the provisions of any
instrument evidencing, securing or otherwise executed in connection with any Guaranteed Obligation
and agrees that the Guaranteed Obligations of Ryder hereunder shall not be released or discharged,
in whole or in part, or otherwise affected by (i) the failure of the Agents, the Issuing Bank or
any Bank to assert any claim or demand or to enforce any right or remedy against Ryder PR, either
of the Canadian Borrowers or either of the U.K. Borrowers or any other entity or other person
primarily or secondarily liable with respect to any of the Guaranteed Obligations; (ii) any
extensions, compromise, refinancing, consolidation or renewals of any Guaranteed Obligation; (iii)
any change in the time, place or manner of payment of any of the Guaranteed Obligations or any
rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications
of any of the terms or provisions of this Agreement, the other Loan Documents or any other
agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed
Obligations; (iv) the addition, substitution or release of any entity or other person primarily or
secondarily liable for any Guaranteed Obligation; (v) the adequacy of any rights which the Agents,
the Issuing Bank or any Bank may have against any collateral security or other means of obtaining
repayment of any of the Guaranteed Obligations; (vi) the impairment of any collateral securing any
of the Guaranteed Obligations, including without limitation the failure to perfect or preserve any
rights which the Agents, the Issuing Bank or any Bank might have in such collateral security or the
substitution, exchange, surrender, release, loss or destruction of any such collateral security; or
(vii) any other act or omission which might in any manner or to any extent vary the risk of Ryder
or otherwise operate as a release or discharge of Ryder (other than the indefeasible payment in
full, in cash, of all of the Guaranteed Obligations and the irrevocable termination of each of the
Commitments), all of which may be done without notice to Ryder. To the fullest extent permitted by
Law, Ryder hereby expressly waives any and all rights or defenses arising by reason of (A) any “one
action” or “anti-deficiency” law which would otherwise prevent the Agents, the Issuing Bank or any
Bank from bringing any action, including any claim for a deficiency, or exercising any other right
or remedy (including any right of set-off), against Ryder before or after the Agent’s, the Issuing
Bank’s or such Bank’s commencement or completion of any foreclosure action, whether judicially, by
exercise of power of sale or otherwise, or (B) any other Law which in any other way would otherwise
require any election of remedies by the Agents, the Issuing Bank or any Bank.



     §5.4. Unenforceability of Guaranteed Obligations. If for any reason Ryder PR, either
of the Canadian Borrowers or either of the U.K. Borrowers has no legal existence or is under no
legal obligation to discharge any of the Guaranteed Obligations, or if any of the Guaranteed
Obligations have become irrecoverable from Ryder PR, either of the Canadian Borrowers or either of
the U.K. Borrowers by reason of such Person’s insolvency, bankruptcy or reorganization or by other
operation of law or for any other reason (other than the indefeasible payment in full, in cash, of
all of the Guaranteed Obligations and the irrevocable termination of each of the Commitments), to
the extent permitted by Law, this Guaranty shall nevertheless be binding on Ryder to the same
extent as if Ryder at all times had been the principal obligor on all such Guaranteed Obligations.
In the event that acceleration of the time for payment of any of the Guaranteed Obligations is
stayed upon the insolvency, bankruptcy or reorganization of Ryder









 



75


PR, either of the Canadian Borrowers or either of the U.K. Borrowers, or for any other reason,
all such amounts otherwise subject to acceleration under the terms of this Agreement, the other
Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with
any Obligation shall be immediately due and payable by Ryder.



     §5.5. Subrogation; Subordination.




     §5.5.1. Postponement of Rights. Until the final payment in full in
cash of all of the Guaranteed Obligations: Ryder shall not exercise and hereby
waives any rights against Ryder PR, either of the Canadian Borrowers or either of
the U.K. Borrowers arising as a result of payment by Ryder hereunder, by way of
subrogation, reimbursement, restitution, contribution or otherwise, and will not
prove any claim in competition with the Agents, the Issuing Bank or any Bank in
respect of any payment hereunder in any bankruptcy, insolvency or reorganization
case or proceedings of any nature; Ryder will not claim any setoff, recoupment or
counterclaim against Ryder PR, either of the Canadian Borrowers or either of the
U.K. Borrowers in respect of any liability of Ryder to Ryder PR, either of the
Canadian Borrowers or either of the U.K. Borrowers; and Ryder waives any benefit of
and any right to participate in any collateral security which may be held by the
Agents, the Issuing Bank or any Bank.




     §5.5.2. Subordination. The payment of any amounts due with respect to
any indebtedness of Ryder PR, either of the Canadian Borrowers or either of the U.K.
Borrowers for money borrowed or credit received now or hereafter owed to Ryder is
hereby subordinated to the prior final payment in full in cash of all of the
Guaranteed Obligations; provided that, so long as no Event of Default has
occurred and is continuing, Ryder PR, the Canadian Borrowers or the U.K. Borrowers
may pay, and Ryder may receive, such payment. Ryder agrees that, after the
occurrence of any Event of Default, Ryder will not demand, sue for or otherwise
attempt to collect any such indebtedness of Ryder PR, the Canadian Borrowers or the
U.K. Borrowers to Ryder until all of the Guaranteed Obligations shall have been
irrevocably paid in full in cash. If, notwithstanding the foregoing sentence, Ryder
shall collect, enforce or receive any amounts in respect of such indebtedness while
any Guaranteed Obligations are still outstanding, such amounts shall be collected,
enforced and received by Ryder as trustee for the Banks, the Issuing Bank and the
Agents and be paid over to the Agents, for the benefit of the Banks, the Issuing
Bank and the Agents, on account of the Guaranteed Obligations without affecting in
any manner the liability of Ryder under the other provisions of this Guaranty.




     §5.5.3. Provisions Supplemental. The provisions of this §5.5 shall be
supplemental to and not in derogation of any rights and remedies of the Banks, the
Issuing Bank and the Agents under any separate subordination agreement which the
Agents or any of them may at any time and from time to time enter into with Ryder
for the benefit of the Banks, the Issuing Bank and the Agents.









 



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     §5.6. Further Assurances. Ryder agrees that it will from time to time, at the request
of the Agents, do all such things and execute all such documents as the Agents may reasonably
consider necessary or desirable to give full effect to this Guaranty and to perfect and preserve
the rights and powers of the Banks, the Issuing Bank and the Agents hereunder. Ryder acknowledges
and confirms that it has established its own adequate means of obtaining from Ryder PR, each of the
Canadian Borrowers and each of the U.K. Borrowers on a continuing basis all information desired by
it concerning the financial condition of such Persons and that it will look to such Persons and not
to the Agents, the Issuing Bank or any Bank in order for it to keep adequately informed of changes
in any of such Person’s financial condition.



     §5.7. Reinstatement. Notwithstanding any termination of this Guaranty upon the final
and indefeasible payment in full, in cash, of the Guaranteed Obligations, this Guaranty shall
continue to be effective or be reinstated, if at any time any payment made or value received with
respect to any Obligation is rescinded or must otherwise be returned by the Agents, the Issuing
Bank or any Bank upon the insolvency, bankruptcy or reorganization of Ryder PR, either of the
Canadian Borrowers or either of the U.K. Borrowers, or otherwise, all as though such payment had
not been made or value received.



     §5.8. Successors and Assigns. This Guaranty shall be binding upon Ryder, its
successors and assigns, and shall inure to the benefit of the Agents, the Issuing Bank and the
Banks and their respective successors, transferees and assigns. Without limiting the generality of
the foregoing sentence, each Bank may, in accordance with the provisions of §21 and subject to the
limitations set forth therein, assign or otherwise transfer this Agreement, the other Loan
Documents or any other agreement or note held by it evidencing, securing or otherwise executed in
connection with the Guaranteed Obligations, or sell participations in any interest therein, to any
other entity or other person, and such other entity or other person shall thereupon become vested,
to the extent set forth in the agreement evidencing such assignment, transfer or participation,
with all the rights in respect thereof granted to such Bank herein. Ryder may not assign any of
its Guaranteed Obligations hereunder.



     §5.9. Currency of Payment. Ryder shall pay the Guaranteed Obligations in the currency
in which such Obligations were incurred by the applicable Borrower(s).



     §5.10. Concerning Joint and Several Liability of the U.K. Borrowers and the Canadian
Borrowers.




     (a) Each U.K. Borrower hereby irrevocably and unconditionally jointly and severally
guarantees to the U.K. Agent and the U.K. Banks the full and punctual payment when due
(whether at stated maturity, by required pre-payment, by acceleration or otherwise) of all
of the Obligations of the other U.K. Borrower hereunder and under the other Loan Documents
in consideration of the financial accommodations to be provided by the Banks, the Agents and
the Issuing Bank under this Credit Agreement, for the mutual benefit, directly and
indirectly, of each U.K. Borrower and in consideration of the undertakings of the other U.K.
Borrower to accept joint and several liability for the Obligations. Each U.K. Borrower
agrees that this is an absolute, unconditional and continuing guaranty of the full and
punctual payment of all of the Obligations of the other U.K. Borrower hereunder and under
the other Loan Documents and not of their









 



77



collectability only and is in no way conditioned upon any requirement that the U.K.
Agent or any U.K. Bank first attempt to collect any of such Obligations from such U.K.
Borrower or resort to any collateral security or other means of obtaining payment. Each
U.K. Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not
merely as a surety but also as a co-debtor, joint and several liability with the other U.K.
Borrower with respect to the payment and performance of all of the Obligations (including,
without limitation, any Obligations arising under this §5.10(a)), it being the intention of
the parties hereto that all of the Obligations of the U.K. Borrowers shall be the joint and
several Obligations of each U.K. Borrower without preferences or distinction among them.
Each U.K. Borrower hereby waives all defenses relating to the joint and several liability
described above, including, without limitation, all suretyship defenses.




     (b) Each Canadian Borrower hereby irrevocably and unconditionally jointly and severally
guarantees to the Canadian Agent and the Canadian Banks the full and punctual payment when
due (whether at stated maturity, by required pre-payment, by acceleration or otherwise) of
all of the Obligations of the other Canadian Borrower hereunder and under the other Loan
Documents in consideration of the financial accommodations to be provided by the Banks, the
Agents and the Issuing Bank under this Credit Agreement, for the mutual benefit, directly
and indirectly, of each Canadian Borrower and in consideration of the undertakings of the
other Canadian Borrower to accept joint and several liability for the Obligations. Each
Canadian Borrower agrees that this is an absolute, unconditional and continuing guaranty of
the full and punctual payment of all of the Obligations of the other Canadian Borrower
hereunder and under the other Loan Documents and not of their collectability only and is in
no way conditioned upon any requirement that the Canadian Agent or any Canadian Bank first
attempt to collect any of such Obligations from such Canadian Borrower or resort to any
collateral security or other means of obtaining payment. Each Canadian Borrower, jointly
and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but
also as a co-debtor, joint and several liability with the other Canadian Borrower with
respect to the payment and performance of all of the Obligations (including, without
limitation, any Obligations arising under this §5.10(b)), it being the intention of the
parties hereto that all of the Obligations of the Canadian Borrowers shall be the joint and
several Obligations of each Canadian Borrower without preferences or distinction among them.
Each Canadian Borrower hereby waives all defenses relating to the joint and several
liability described above, including, without limitation, all suretyship defenses.



     §6. PROVISIONS RELATING TO ALL LOANS.



     §6.1. Funds for Payments. All payments of principal, interest, fees (other than the
Acceptance Fee) and any other amounts due hereunder or under any of the other Loan Documents shall
be made to the Administrative Agent, the Canadian Agent, the U.K. Agent or any Swing Line Lender
(as expressly provided hereunder), as applicable, received at such Agent’s Head Office (or, in the
case of payments made to any Swing Line Lender (as expressly provided hereunder), to the account
specified by such Swing Line Lender) in immediately available funds, without condition or deduction
for any defense, setoff, recoupment,









 



78


counterclaim or other withholding of any kind (other than any withholding resulting from the
failure of a Bank to comply with the provisions of §6.2), by 12:00 noon (local time for such Agent
or Swing Line Lender) on any due date. Subject to the provisions of §28, if a payment is received
by such Agent at or before 2:00 p.m. (local time for such Agent or Swing Line Lender) on any
Business Day, such Agent shall on the same Business Day transfer in immediately available funds to
(1) each of the Domestic Banks, their pro-rata portion of such payment in accordance with their
respective Domestic Commitment Percentages, in the case of payments with respect to Domestic Loans,
(2) the Domestic Swing Line Lenders in the case of payments with respect to Domestic Swing Line
Loans, (3) each of the Canadian Banks, their pro-rata portion of such payment in accordance with
their respective Canadian Commitment Percentages in the case of payments with respect to Canadian
Loans and Bankers’ Acceptances, except to the extent necessary to reflect Bankers’ Acceptances
issued on a non-pro-rata basis pursuant to §3.1(e), (4) the Canadian Swing Line Lender with respect
to payments of Canadian Swing Line Loans, (5) each of the U.K. Banks, their pro-rata portion of
such payment in accordance with their respective U.K. Commitment Percentages in the case of
payments with respect to the U.K. Loans, (6) the U.K. Agent with respect to payments of U.K. Swing
Line Loans, (7) each of the PR Banks, their pro-rata portion of such payment in accordance with
their respective PR Commitment Percentages in the case of payments with respect to PR Loans, (8)
the Issuing Bank in the case of payments with respect to L/C Obligations payable to the Issuing
Bank, and (9) the Domestic Banks, their pro-rata portion of such payment in accordance with their
respective applicable Commitment Percentages in the case of payments with respect to L/C
Obligations payable to such Domestic Banks. If such payment is received by such Agent after 2:00
p.m. (local time for such Agent or Swing Line Lender) on any Business Day, such transfer shall be
made by such Agent to the applicable Bank(s) on the next Business Day. All such payments received
by any Agent after 2:00 p.m. (local time for such Agent or Swing Line Lender) shall be deemed
received on the next succeeding Business Day and any applicable interest or fee shall continue to
accrue. If any payment to be made by any Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be.



     §6.2. Status of Banks; Tax Documentation.




     (a) (i) Each Bank that may lawfully do so shall deliver to Ryder and to the
Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably
requested by Ryder or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction
and such other reasonably requested information as will permit Ryder or the Administrative
Agent, as the case may be, to determine (A) whether or not payments made by the respective
Borrowers hereunder or under any other Loan Document are subject to Taxes, (B) if
applicable, the required rate of withholding or deduction, and (C) such Bank’s entitlement
to any available exemption from, or reduction of, applicable Taxes in respect of all
payments to be made to such Bank by the respective Borrowers pursuant to this Agreement or
otherwise to establish such Bank’s status for withholding tax purposes in the applicable
jurisdictions.




          (ii) Without limiting the generality of the foregoing, if a Borrower is
resident for tax purposes in the United States,









 



79



     (A) any such Bank that is a “United States person” within the meaning
of Section 7701(a)(30) of the Code shall deliver to Ryder and the
Administrative Agent executed originals of Internal Revenue Service Form W-9
or such other documentation or information prescribed by applicable Laws or
reasonably requested by Ryder on behalf of such Borrower or the
Administrative Agent as will enable such Borrower or the Administrative
Agent, as the case may be, to determine whether or not such Bank is subject
to backup withholding or information reporting requirements; and




     (B) each such Foreign Bank that is entitled under the Code or any
applicable treaty to an exemption from or reduction of withholding tax with
respect to payments hereunder or under any other Loan Document shall deliver
to Ryder and the Administrative Agent (in such number of copies as shall be
reasonably requested by the recipient) on or prior to the date on which such
Foreign Bank becomes a Bank under this Agreement (and, to the extent that
such Bank may lawfully do so thereafter, from time to time thereafter upon
the request of Ryder on behalf of such Borrower or the Administrative Agent,
but only if such Foreign Bank is legally entitled to do so), whichever of
the following is applicable:




     (I) executed originals of Internal Revenue Service Form W-8BEN
claiming eligibility for benefits of an income tax treaty to which
the United States is a party,




     (II) executed originals of Internal Revenue Service Form W-8ECI,




     (III) executed originals of Internal Revenue Service Form W-8IMY
and all required supporting documentation,




     (IV) in the case of a Foreign Bank claiming the benefits of the
exemption for portfolio interest under section 881(c) of the Code,
(x) a certificate to the effect that such Foreign Bank is not (A) a
“bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a
“10 percent shareholder” of such Borrower within the meaning of
section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (y)
executed originals of Internal Revenue Service Form W-8BEN, or




     (V) executed originals of any other form prescribed by
applicable Laws as a basis for claiming exemption from or a reduction
in United States Federal withholding tax together with such
supplementary documentation as may be prescribed by applicable Laws
to permit such Borrower or the Administrative









 



80



Agent to determine the withholding or deduction required to be
made.




     (iii) Each Bank shall, upon obtaining actual knowledge thereof, promptly (A)
notify Ryder and the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction, and (B) take such steps
as shall not be materially disadvantageous to it, in the reasonable judgment of such
Bank, and as may be reasonably necessary (including the re-designation of its
lending office) to avoid any requirement of applicable Laws of any jurisdiction that
any Borrower or the Administrative Agent make any withholding or deduction for taxes
from amounts payable to such Bank.




     (iv) Each of the Borrowers shall promptly deliver to the Administrative Agent
or any Bank, as the Administrative Agent or such Bank shall reasonably request, on
or prior to the Closing Date (or such later date on which it first becomes a
Borrower), and in a timely fashion thereafter, such documents and forms required by
any relevant taxing authorities under the Laws of any jurisdiction, duly executed
and completed by such Borrower, as are required to be furnished by such Bank or the
Administrative Agent under such Laws in connection with any payment by the
Administrative Agent or any Bank of Taxes or Other Taxes, or otherwise in connection
with the Loan Documents, with respect to such jurisdiction.




     (b) The Borrowers shall not be required to pay any additional amounts in respect of
Domestic Loans to any Foreign Bank in respect of United States Federal withholding tax
pursuant to §19 to the extent that (i) the obligation to withhold amounts with respect to
United States Federal withholding tax existed on the date such Foreign Bank became a party
to this Agreement or, with respect to payments to a different lending office designated by
the Foreign Bank as its applicable lending office (a “New Lending Office”), the date such
Foreign Bank designated such New Lending Office with respect to a Loan; provided,
however, that this clause (i) shall not apply to any transferee or New Lending
Office as a result of a Reallocation or an assignment, transfer or designation made at the
request of the Borrowers; and provided further, however, that this clause (i) shall
not apply to the extent the indemnity payment or additional amounts any transferee, or Bank
through a New Lending Office, would be entitled to receive without regard to this clause (i)
do not exceed the indemnity payment or additional amounts that the Person making the
assignment or transfer to such transferee, or Bank making the designation of such New
Lending Office, would have been entitled to receive in the absence of such assignment,
transfer or designation; or (ii) the obligation to pay such additional amounts would not
have arisen but for a failure by such Foreign Bank (that could lawfully do so) to comply
with the provisions of paragraph (a) above.




     (c) Notwithstanding the foregoing, each Bank agrees to use reasonable efforts
(consistent with legal and regulatory restrictions) to change its lending office to avoid or
to minimize any amounts otherwise payable under §19 in each case solely if such change (i)
can be made in a manner so that such Bank does not incur any costs or expenses









 



81



unless the Borrowers have agreed to reimburse such Person therefor and (ii) does not
result in any legal or regulatory disadvantage to such Person.



     §6.3. Currency of Payment. Payments of principal or interest with respect to any Loan
or obligation with respect to Bankers’ Acceptance or Letters of Credit shall be made in the
currency in which such Loan was advanced or in which such Bankers’ Acceptance or such Letter of
Credit was issued. Notwithstanding the foregoing, the Acceptance Fee shall be payable solely in
Canadian Dollars and any and all other fees payable hereunder shall be payable in solely U.S.
Dollars unless, with respect to any fees payable by the Canadian Borrowers and the U.K. Borrowers,
otherwise agreed to by the Canadian Agent and/or the U.K. Agent respectively.



     §6.4. Mandatory Repayments of the Loans. Except as provided in §6.16 hereof, if at
any time




     (i)
the sum of (A) the outstanding L/C Obligations with respect to Letters of Credit
issued for the account of Ryder and its domestic Subsidiaries,
plus (B) the outstanding
principal amount of the Domestic Loans exceeds the Total Domestic Commitment, whether by
reduction of the Total Domestic Commitment or otherwise, or




     (ii)
the sum of (A) the outstanding principal amount of the Canadian Loans denominated
in U.S. Dollars, plus (B) the Outstanding Amount of the Canadian Loans denominated in
Canadian Dollars, plus (C) the Outstanding Amount of Bankers’ Acceptances then outstanding
exceeds the Total Canadian Commitment, whether by reduction of the Total Canadian Commitment
or otherwise, or




     (iii)
the sum of (A) the outstanding principal amount of the U.K. Loans denominated in
U.S. Dollars, plus (B) the Outstanding Amount of the U.K. Loans denominated in Sterling,
plus (C) the Outstanding Amount of the U.K. Loans denominated in Euros exceeds the Total
U.K. Commitment, whether by reduction of the Total U.K. Commitment or otherwise, or




     (iv) the sum of the outstanding principal amount of the PR Loans exceeds the Total PR
Commitment, whether by reduction of the Total PR Commitment or otherwise,



     then the applicable Borrower(s) shall immediately pay the amount of such excess to the
Administrative Agent in the case of clauses (i) and (iv) above, the Canadian Agent, in the case of
clause (ii) above, or the U.K. Agent, in the case of clause (iii) above, (a) for application to the
Loans in the following order: first, pro rata to any Unreimbursed Amounts (including any L/C
Borrowings) with respect to the Letters of Credit issued for the account of such Borrower (if
applicable), second, pro rata to Domestic Swing Line Loans, Canadian Swing Line Loans, and U.K.
Swing Line Loans, and third, pro rata to Domestic Loans (other than Domestic Swing Line Loans),
Canadian Loans (other than Canadian Swing Line Loans), U.K. Loans (other than U.K. Swing Line
Loans) and PR Loans, subject to §6.10, or (b) if no Loans shall be outstanding, to be held pro rata
by the Administrative Agent (in the case of Letters of Credit) and the Canadian Agent (in the case
of Bankers’ Acceptances) for the benefit of the Issuing Bank or (as the case may be) the Domestic
Banks in the case of Letters of Credit and/or the Canadian Banks in the case of Bankers’
Acceptances, as applicable, as collateral security for the amount of Bankers’









 



82


Acceptances and as Cash Collateral for the Letters of Credit; provided, however, that if the
amount of cash collateral held by the Administrative Agent (in the case of Letters of Credit) and
the Canadian Agent (in the case of Bankers’ Acceptances) pursuant to this §6.4 exceeds the amount
of Bankers’ Acceptances and the Letters of Credit, as the case may be, from time to time, the
Administrative Agent or the Canadian Agent shall return such excess to Ryder or the Canadian
Borrowers, as applicable.



     §6.5. Computations.




     (a) Except as otherwise expressly provided herein, other than calculations in respect
of interest for Domestic Base Rate Loans (which shall be made on the basis of actual number
of days elapsed in a 365/366-day year) all computations of interest and the Facility Fee
shall be based on a 360-day year and paid for the actual number of days elapsed. Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a
Loan, or any portion thereof, for the day on which the Loan or such portion is paid.
Whenever a payment hereunder or under any of the other Loan Documents becomes due on a day
that is not a Business Day, the due date for such payment shall be extended to the next
succeeding Business Day, and interest shall accrue during such
extension; provided that for
any Interest Period for any LIBOR Rate Loan if such next succeeding Business Day falls in
the next succeeding calendar month or after the Maturity Date, it shall be deemed to end on
the next preceding Business Day. Each determination by an Agent of an interest rate or fee
hereunder shall be conclusive and binding for all purposes, absent manifest error.




     (b) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or
fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains
fewer days than the actual number of days in the calendar year of calculation, such rate of
interest or fee rate shall be expressed as a yearly rate by multiplying such rate of
interest or fee rate by the actual number of days in the calendar year of calculation and
dividing it by the number of days in the deemed year, (ii) the principle of deemed
reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the
rates of interest stipulated herein are intended to be nominal rates and not effective rates
or yields.




     (c) All computations of outstanding Loans, Commitment availability, mandatory
prepayments, or other matters hereunder shall be made in U.S. Dollars or Dollar Equivalents.



     §6.6. Illegality; Inability to Determine LIBOR Rate or EURIBOR Rate. Notwithstanding
any other provision of this Agreement if (a) the introduction of, any change in, or any change in
the interpretation of, any Law or regulation applicable to any Bank or Agent shall make it
unlawful, or any central bank or other governmental authority having jurisdiction thereof shall
assert that it is unlawful, for any Bank or any such Agent to perform its obligations in respect of
any LIBOR Rate Loans or EURIBOR Rate Loans, or (b) if any Bank or any such Agent, as applicable
shall reasonably determine with respect to LIBOR Rate Loans or EURIBOR Rate Loans that (i) by
reason of circumstances affecting any eurodollar interbank market, adequate and reasonable methods
do not exist for ascertaining the LIBOR Rate and/or









 



83


EURIBOR Rate which would otherwise be applicable during any Interest Period, or (ii) deposits
in the relevant currency and amount for the relevant Interest Period are not available to such Bank
or such Agent in any eurodollar interbank market, then such Bank or such Agent shall promptly give
notice of such determination to the Borrowers (which notice shall be conclusive and binding upon
such Borrowers). Upon such notification by such Bank or such Agent, the obligation of the Banks
and such Agent to make LIBOR Rate Loans or EURIBOR Rate Loans, as the case may be, shall be
suspended until the Banks or such Agent, as the case may be, determine that such circumstances no
longer exist, and to the extent permitted by Law the outstanding LIBOR Rate Loans and/or EURIBOR
Rate Loans shall continue to bear interest at the applicable rate based on the LIBOR Rate and/or
EURIBOR Rate, respectively, until the end of the applicable Interest Period, and thereafter shall
be deemed converted to Domestic Base Rate Loans, Canadian Base Rate Loans or U.K. Base Rate Loans,
as applicable, in equal principal amounts of such former LIBOR Rate Loans or EURIBOR Rate Loans.



     §6.7. Additional Costs, Etc. Except for any matters addressed by §19, and except as
otherwise reflected in the interest rate applicable under this Agreement, if any Change in Law
(which expression, as used herein, includes requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Bank or the Issuing Bank
by any central bank or other fiscal, monetary or other authority, whether or not having the force
of law) or if any applicable Law adopted after the date hereof shall:




     (a) subject such Bank or the Issuing Bank to any tax, levy, impost, duty, charge, fee,
deduction or withholding of any nature with respect to this Agreement, the other Loan
Documents, such Bank’s Commitment, the Loans, any Letters of Credit or the Bankers’
Acceptances (other than taxes based upon or measured by the income, capital or profits of
such Bank or the Issuing Bank imposed by the jurisdiction of its incorporation or
organization, or the location of its lending office or any political subdivision thereof);
or




     (b) materially change the basis of taxation (except for changes in taxes on income,
capital or profits of such Bank or the Issuing Bank imposed by the jurisdiction of its
incorporation or organization, or the location of its lending office or any political
subdivision thereof) of payments to such Bank or the Issuing Bank of the principal or of the
interest on any Loans or Letters of Credit or the Bankers’ Acceptances or any other amounts
payable to such Bank or the Issuing Bank under this Agreement or the other Loan Documents;
or




     (c) impose or increase or render applicable (other than to the extent specifically
provided for elsewhere in this Agreement) any special deposit, reserve, assessment,
liquidity, capital adequacy or other similar requirements against assets held by, or
deposits in or for the account of, or loans by, or reimbursement obligations owed to, or
commitments of, an office of any Bank or the Issuing Bank with respect to this Agreement,
the other Loan Documents, such Bank’s Commitment, the Loans, the Letters of Credit or the
Bankers’ Acceptances; or




     (d) impose on such Bank or the Issuing Bank any other conditions or requirements with
respect to this Agreement, the other Loan Documents, the Loans, the









 



84



Bankers’ Acceptances, any Letters of Credit, such Bank’s Commitment, or any class of
loans or commitments of which any of the Loans, such Letters of Credit or such Bank’s
Commitment forms a part, and the result of any of the foregoing is:




     (i) to increase the cost to such Bank or the Issuing Bank of making, funding,
issuing, renewing, extending or maintaining the Loans or such Bank’s Commitment or
any Letter of Credit or accepting and purchasing Bankers’ Acceptances;




     (ii) to reduce the amount of principal, interest, reimbursement obligations or
other amount payable to such Bank or the Issuing Bank hereunder on account of such
Bank’s Commitment or the Loans or Bankers’ Acceptances or any Letter of Credit; or




     (iii) to require such Bank or the Issuing Bank to make any payment or to forego
any interest or other sum payable hereunder, the amount of which payment or foregone
interest or other sum is calculated by reference to the gross amount of any sum
receivable or deemed received by such Bank or the Issuing Bank from the Borrowers
hereunder,



     then, and in each such case, the applicable Borrower will, upon demand made by such Bank or
the Issuing Bank at any time and from time to time as often as the occasion therefore may arise
(which demand shall be accompanied by a statement setting forth the basis of such demand which
shall be conclusive absent manifest error), pay such reasonable additional amounts as will be
sufficient to compensate such Bank or the Issuing Bank for such additional costs, reduction,
payment or foregone interest or other sum. A Borrower shall only be obligated to pay a Bank or the
Issuing Bank such additional amounts to the extent such Bank or the Issuing Bank has allocated such
additional costs, reduction, payment or foregone interest or other sum among its like situated
customers in good faith and on an equitable and nondiscriminatory basis.



     §6.8. Capital Adequacy. Except as otherwise reflected in the interest rate applicable
under this Agreement, if any Bank or the Issuing Bank shall have determined that, after the date
hereof, the adoption of any applicable Law regarding capital adequacy, or any Change in Law, or any
change in the interpretation or administration thereof by any Governmental Authority, central bank
or comparable agency charged with the interpretation or administration thereof, or any request or
directive regarding capital adequacy of any such Governmental Authority, central bank or comparable
agency, in each case, whether or not having the force of law, has or would have the effect of
reducing the rate of return on capital of such Bank or the Issuing Bank (or any corporation
controlling such Bank or the Issuing Bank) as a consequence of such Bank’s or the Issuing Bank’s
obligations hereunder to a level below that which such Bank or the Issuing Bank (or any corporation
controlling such Bank or the Issuing Bank) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to capital adequacy), in
each case, whether or not having the force of law, by an amount deemed by such Bank or the Issuing
Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank or
the Issuing Bank, the applicable Borrower shall pay to such Bank or the Issuing Bank such
additional amount or amounts as will, in such Bank’s or the Issuing Bank’s reasonable
determination, fairly









 



85


compensate such Bank or the Issuing Bank (or any corporation controlling such Bank or the
Issuing Bank) for such reduction. A Borrower shall only be obligated to pay a Bank or the Issuing
Bank such cost increases to the extent such Bank or the Issuing Bank has allocated such costs among
its customers in good faith and on an equitable and nondiscriminatory basis.



     §6.9. Certificate; Etc. A certificate setting forth the additional amounts payable
pursuant to §6.7 or §6.8 and a reasonable explanation of such amounts which are due, submitted by
any Bank or the Issuing Bank to the applicable Borrower(s), shall be conclusive, absent manifest
error, that such amounts are due and owing. Such certificate shall contain a certification as to
the matters specified in the last sentence of §6.7 or §6.8, as the case may be. A Borrower shall
only be obligated to pay additional amounts under §6.7 or §6.8 hereof which accrue or are incurred
after a Bank or the Issuing Bank has given notice to a Borrower pursuant to this §6.9. Any
additional amounts paid by a Borrower to a Bank or the Issuing Bank pursuant to §6.7 or §6.8 hereof
which are subsequently refunded to such Bank or the Issuing Bank shall be refunded to the
applicable Borrower.



     §6.10. Eurodollar Indemnity. Each Borrower agrees to indemnify the applicable Banks
and the applicable Agents, and to hold them harmless from and against any reasonable loss, cost or
expense that any such Bank or such Agent may sustain or incur as a consequence of (a) the default
by such Borrower in payment of the principal amount of or any interest on any LIBOR Rate Loans or
EURIBOR Rate Loans, as and when due and payable, including any such loss or expense arising from
interest or fees payable by any Bank or such Agent to lenders of funds obtained by it in order to
maintain its LIBOR Rate Loans or EURIBOR Rate Loans, (b) the default by such Borrower in making a
borrowing of a LIBOR Rate Loan or EURIBOR Rate Loan or conversion of a LIBOR Rate Loan, EURIBOR
Rate Loan or a prepayment of a LIBOR Rate Loan or EURIBOR Rate Loan other than on an Interest
Payment Date after such Borrower has given a Domestic Loan Request, a Canadian Loan Request, a U.K.
Loan Request, or a PR Loan Request, a notice pursuant to §2.8, or a notice pursuant to §2.11,
§2.12, §2.13 or §2.14, and (c) the making of any payment of a LIBOR Rate Loan or EURIBOR Rate Loan,
or the making of any conversion of any LIBOR Rate Loan or EURIBOR Rate Loan to a Base Rate Loan, or
the Reallocation of any LIBOR Rate Loan or EURIBOR Rate Loan pursuant to §2.4 on a day that is not
the last day of the applicable Interest Period with respect thereto. So long as no Event of
Default shall have occurred and be continuing, the Borrowers may elect to avoid the payment of such
breakage costs by requesting that the applicable Agent apply amounts received with respect to LIBOR
Rate Loans or EURIBOR Rate Loans to cash collateralize such LIBOR Rate Loans or EURIBOR Rate Loans,
as the case may be, but in no event shall a Borrower be deemed to have paid such LIBOR Rate Loans
or EURIBOR Rate Loans until such cash has been paid to the applicable Agent for application to such
LIBOR Rate Loans or EURIBOR Rate Loans, respectively. Such loss or reasonable expense shall
include an amount equal to the excess, if any, as reasonably determined by each Bank of (i) its
cost of obtaining the funds for the LIBOR Rate Loan or EURIBOR Rate Loan being paid, prepaid,
converted, not converted, reallocated, or not borrowed, as the case may be (based on the applicable
LIBOR Rate or EURIBOR Rate, as the case may be) for the period from the date of such payment,
prepayment, conversion, or failure to borrow or convert, as the case may be, to the last day of
the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for
the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of
interest (as reasonably determined by such Bank) that would be realized by such Bank in reemploying
the funds so paid,









 



86


prepaid, converted, or not borrowed, converted, or prepaid for such period or Interest Period,
as the case may be, which determinations shall be conclusive absent manifest error.



     §6.11. Interest on Overdue Amounts. Overdue principal and (to the extent permitted by
applicable Law) interest on the Loans, including Swing Line Loans, and all other overdue amounts
payable hereunder or under any of the other Loan Documents (other than Letter of Credit Fees and
Acceptance Fees) shall bear interest compounded monthly and payable on demand at a rate per annum
equal to (a) the applicable rate in effect for any Base Rate Loan plus (b) the relevant
Applicable Margin plus (c) 2%, until such amount shall be paid in full (after as well as
before judgment and after as well as before the commencement of any proceeding under any Debtor
Relief Law); provided, however, that with respect to a LIBOR Rate Loan, such rate
shall be an interest rate equal to the interest rate (including the Applicable Margin for LIBOR
Rate Loans and any Additional Costs) otherwise applicable to such Loan plus 2% per annum. With
respect to Letter of Credit Fees, a rate equal to 2% above the Letter of Credit Fees otherwise
applicable thereto. With respect to the Acceptance Fee, a rate equal to the Applicable Acceptance
Fee Rate plus 2% per annum. Notwithstanding the foregoing, the addition of 2% per annum on overdue
amounts under this Section shall be subject in all cases (other than with respect to an Event of
Default regarding the payment under §13.1(a) which shall not require the request of the Majority
Banks) to the request of the Majority Banks.



     §6.12. Interest Limitation. Notwithstanding any other term of this Agreement or the
Notes, any other Loan Document or any other document referred to herein or therein, the maximum
amount of interest which may be charged to or collected from any Person liable hereunder or under
the Notes by any Bank shall be absolutely limited to, and shall in no event exceed, the maximum
amount of interest which could lawfully be charged or collected by such Bank under applicable Laws
(including, to the extent applicable, the provisions of §5197 of the Revised Statutes of the United
States of America, as amended, 12 U.S.C. §85, as amended and the Criminal Code (Canada)).



     §6.13. Reasonable Efforts to Mitigate. Each Bank and the Issuing Bank agrees that as
promptly as practicable after it becomes aware of the occurrence of an event or the existence of a
condition that would cause it to be affected under §§6.2, 6.6, 6.7 or 6.8, such Bank or the Issuing
Bank will give notice thereof to the applicable Borrower(s), with a copy to the applicable Agent
and, to the extent so requested by such Borrower(s) and not inconsistent with such Bank’s or the
Issuing Bank’s internal policies, such Bank or the Issuing Bank shall use reasonable efforts and
take such actions as are reasonably appropriate (including, without limitation, designating a
different lending office for funding or booking its Loans hereunder or assigning its rights and
obligations hereunder to another of its offices, branches or Affiliates) if as a result thereof the
additional moneys which would otherwise be required to be paid to such Bank or the Issuing Bank
pursuant to such subsections would be materially reduced, or the illegality or other adverse
circumstances which would otherwise require a conversion of such Loans or result in the inability
to make such Loans pursuant to such sections would cease to exist, and in each case if, as
determined by such Bank or the Issuing Bank in its sole discretion, the taking of such actions
would not adversely affect such Loans or such Bank or otherwise be disadvantageous to such Bank or
the Issuing Bank. The applicable Borrowers hereby agree to pay all reasonable costs and expenses
incurred by any Bank in connection with any such designation or assignment.









 



87


     §6.14. Replacement of Banks. If any Bank or the Issuing Bank (an “Affected Bank”) (a)
(i) makes demand upon a Borrower for (or if a Borrower is otherwise required to pay) amounts
pursuant to §§6.7, 6.8 or 19, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a
condition described in §6.6, (iii) defaults in its obligation to make Loans, or accept and purchase
Bankers’ Acceptances or reimburse the Issuing Bank for the amount of each draft paid under any
Letter of Credit, in accordance with the terms of this Agreement or (iv) is otherwise a Delinquent
Bank, or (b) fails to approve any amendment, waiver or consent requested by any Borrower and such
amendment, waiver or consent has received the written approval of not less than the Majority Banks,
but also requires the approval of such Affected Bank, then in each case, such Borrower may, at its
sole expense and effort, within ninety (90) days of receipt of such demand, notice (or the
occurrence of such other event causing such Borrower to be required to pay such compensation or
causing §6.6 to be applicable), or default, as the case may be, by notice (a “Replacement Notice”)
in writing to the Agents and such Affected Bank, require such Affected Bank to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in, and consents
required by, §21), all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which assignee may be
another Bank, if a Bank accepts such assignment), provided that:




     (a) the applicable Agent, the applicable Swing Line Lender, and, for each assignment of
a Domestic Commitment hereunder, the Issuing Bank, shall have consented to such assignment
in writing (in each case, such consent not to be unreasonably withheld);




     (b) such Borrower shall have paid to the Administrative Agent the assignment fee
specified in §21;




     (c) such Affected Bank shall have received payment of an amount equal to the
outstanding principal of its Loans, L/C Advances and purchased Bankers’ Acceptances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the
other Loan Documents from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or such Borrower (in the case of all other amounts);




     (d) in the case of any such assignment resulting from a claim for compensation under
clause (i) of this §6.14, such assignment will result in a reduction in such compensation or
payments thereafter; and




     (e) such assignment does not conflict with applicable Laws or provisions hereunder.




     A Bank shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling such
Borrower to require such assignment and delegation cease to apply.









 



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     §6.15. Advances by Administrative Agent; Canadian Agent; and U.K. Agent.




     (a) The Administrative Agent, the Canadian Agent or the U.K. Agent, as applicable, may
(unless earlier notified to the contrary by any Bank by 12:00 noon (local time for such
Agent) one (1) Business Day prior to any Drawdown Date) assume that each Bank has made
available (or will before the end of the applicable Drawdown Date make available) to such
Agent the amount of such Bank’s Domestic Commitment Percentage, Canadian Commitment
Percentage, U.K. Commitment Percentage or PR Commitment Percentage, as applicable, with
respect to the Loans to be made on such Drawdown Date, and such Agent may (but shall not be
required to), in reliance upon such assumption, make available to the applicable Borrower a
corresponding amount. If any Bank makes such amount available to such Agent on a date after
such Drawdown Date, such Bank shall pay such Agent on demand an amount equal to the product
of (i) the average, computed for the period referred to in clause (iii) below, of the
weighted average annual interest rate paid by such Agent for funds acquired by such Agent
during each day included in such period times (ii) the amount equal to such Bank’s Domestic
Commitment Percentage of such Domestic Loan, Canadian Commitment Percentage of such Canadian
Loan, U.K. Commitment Percentage of such U.K. Loan and PR Commitment Percentage of such PR
Loan, as applicable, times (iii) a fraction, the numerator of which is the number of days
that elapse from and including such Drawdown Date to but not including the date on which the
amount equal to such Bank’s Domestic Commitment Percentage, Canadian Commitment Percentage,
U.K. Commitment Percentage or PR Commitment Percentage, as applicable, of such Loans, shall
become immediately available to such Agent, and the denominator of which is 365. A
statement of such Agent submitted to such Bank with respect to any amounts owing under this
paragraph shall be prima facie evidence of the amount due and owing to such Agent by such
Bank. If such amount is not in fact made available to such Agent by such Bank within three
(3) Business Days of such Drawdown Date, such Agent shall be entitled to recover such amount
from, and the applicable Bank and the applicable Borrower(s) severally agree to pay to such
Agent forthwith on demand such corresponding amount in Same Day Funds, with interest
thereon, for each day from and including the date such amount is made available to such
Borrower to but excluding the date of payment to such Agent, at (A) in the case of a payment
to be made by such Bank, the Overnight Rate, plus any administrative, processing or similar
fees customarily charged by such Agent in connection with the foregoing, and (B) in the case
of a payment made by such Borrower, the interest rate applicable to Base Rate Loans. If
such Borrower and such Bank shall pay such interest to such Agent for the same or an
overlapping period, such Agent shall promptly remit to such Borrower the amount of such
interest paid by such Borrower for such period. If such Bank pays its share of the
applicable borrowing to such Agent, then the amount so paid (less all such aforementioned
interest and fees incurred by such Bank as a result of its failure to pay the required
amounts to the applicable Agent) shall constitute such Bank’s Loan included in such
borrowing. Any payment by such Borrower shall be without prejudice to any claim such
Borrower may have against a Bank that shall have failed to make such payment to such Agent.




     (b) Unless Ryder, the Canadian Borrowers, the U.K. Borrowers or Ryder PR, as the case
may be, has notified the Administrative Agent, the Canadian Agent or the









 



89



U.K. Agent, as applicable, prior to the date any payment is required to be made by it
to the applicable Agent hereunder, that such Borrower will not make such payment, the
applicable Agent may assume that such Borrower has timely made such payment and may (but
shall not be so required to), in reliance thereon, make available a corresponding amount to
such Bank. If and to the extent that such payment was not in fact made to the applicable
Agent by the applicable Borrower in immediately available funds, then each applicable Bank
shall forthwith on demand repay to the applicable Agent the portion of such assumed payment
that was made available to such Bank in Same Day Funds, together with interest thereon in
respect of each day from and including the date such amount was made available by the
applicable Agent to such Bank to the date such amount is repaid to the applicable Agent in
Same Day Funds at the Overnight Rate from time to time in effect.




     (c) A notice of the applicable Agent to any Bank or any Borrower with respect to any
amount owing under §§6.15(a) and (b) shall be conclusive, absent manifest error.




     (d) Delinquent Banks. With regard to any Bank described in clause (i) and
clause (ii) of the definition of Delinquent Bank, such Bank shall be deemed to have assigned
any and all payments due to it from a Borrower, whether on account of outstanding Loans,
Bankers’ Acceptances, L/C Borrowings, interest, fees and other amounts, to the remaining
nondelinquent Banks for application to, and reduction of, each such remaining nondelinquent
Bank’s respective pro rata shares of all outstanding Loans, Bankers’ Acceptances, L/C
Borrowings and other amounts. Each such Delinquent Bank hereby authorizes the applicable
Agent to distribute such payments to the nondelinquent Banks in proportion to their
respective pro rata shares of all outstanding Loans, Bankers’ Acceptances, L/C Borrowings,
interest, fees and other amounts. Such Delinquent Bank shall be deemed to have satisfied in
full a delinquency when and if, as a result of application of the assigned payments to all
outstanding Loans, Bankers’ Acceptances, L/C Borrowings, interest, fees and other amounts of
the nondelinquent Banks, the Banks’ respective pro rata shares of all outstanding Loans,
Bankers’ Acceptances and L/C Borrowings and other amounts have returned to the relevant
Commitment Percentages prior to such delinquency and without giving effect to the nonpayment
causing such delinquency.




     (e) Failure to Satisfy Conditions Precedent. If any Bank makes available to
any applicable Agent funds for any Loan to be made by such Bank to any Borrower as provided
in the foregoing provisions of §2, and such funds are not made available to such Borrower by
such Agent because the conditions to the applicable credit extension set forth in §11 are
not satisfied or waived in accordance with the terms hereof, the applicable Agent shall
return such funds (in like funds as received from such Bank) to such Bank in a timely
manner, without interest.




     (f) Obligations of Banks Several. The obligations of the Banks hereunder to
make Loans, to accept and purchase Bankers’ Acceptances, to fund participations in Letters
of Credit and Swing Line Loans and to make payments pursuant to §18.2 are several and not
joint. The failure of any Bank to make any Loan, to accept and purchase









 



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Bankers’ Acceptances, to fund any such participation or to make any payment under §18.2
on any date required hereunder shall not relieve any other Bank of its corresponding
obligation to do so on such date, and no Bank shall be responsible for the failure of any
other Bank to so make its Loan, to accept and purchase Bankers’ Acceptances, to purchase its
participation or to make its payment under Section §18.2.




     (g) Funding Source. Nothing herein shall be deemed to obligate any Bank to
obtain the funds for any Loan in any particular place or manner or to constitute a
representation by any Bank that it has obtained or will obtain the funds for any Loan in any
particular place or manner.



     §6.16. Currency Fluctuations.




     (a) The Administrative Agent or the Issuing Bank, as applicable, shall determine the
Exchange Rates as of each Revaluation Date to be used for calculating Dollar Equivalent
amounts of credit extensions and Outstanding Amounts denominated in Canadian Dollars,
Sterling and Euros. Such Exchange Rates shall become effective as of such Revaluation Date
and shall be the Exchange Rates employed in converting any amounts between the applicable
currencies until the next Revaluation Date to occur. Except for purposes of financial
statements delivered by the Borrowers hereunder or calculating financial covenants hereunder
or except as otherwise provided herein, the applicable amount of any currency (other than
Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so
determined by the Agents or the Issuing Bank, as applicable.




     (b) Not later than 4:00 p.m. (Boston time) on each Revaluation Date, the Administrative
Agent shall, in consultation with the Canadian Agent and the U.K. Agent, determine the
Dollar Equivalent of the outstanding Canadian Loans denominated in Canadian Dollars,
Bankers’ Acceptances and U.K. Loans denominated in Sterling and Euros.




     (c) If, on any Revaluation Date, the Outstanding Amount of all Canadian Loans and the
aggregate face amount of all Bankers’ Acceptances, exceeds the Total Canadian Commitment
(the amount of such excess referred to herein as the “Canadian Excess Amount”) by more than
one percent (1%) of the aggregate amount of such Commitment, then (A) the Canadian Agent
shall give notice thereof to the Canadian Borrowers, the Issuing Bank and the Canadian Banks
and (B) within two (2) Business Days thereafter, the Canadian Borrowers shall repay or
prepay Canadian Loans in an aggregate principal amount such that, after giving effect
thereto, the Outstanding Amount of all Canadian Loans and the aggregate face amount of all
Bankers’ Acceptances no longer exceeds the Total Canadian Commitment. Notwithstanding the
foregoing, to avoid the incurrence of breakage costs with respect to Canadian Loans which
are LIBOR Rate Loans, the Canadian Borrowers shall not be obligated to repay any Canadian
Loan that is a LIBOR Rate Loan until the end of the Interest Period relating thereto to the
extent that the unused amount of the Domestic Commitments of the Domestic Banks which are
affiliates of the Canadian Banks shall be greater than or equal to the Canadian Excess
Amount. On each Revaluation Date and until the Canadian Loans are repaid in









 



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accordance with the first sentence of this paragraph (c), the Total Domestic Commitment
shall be automatically reduced by an amount equal to the Canadian Excess Amount. Such
reduction shall be made by reducing the Domestic Commitments of each such Domestic Bank that
is an affiliate of a Canadian Bank by an amount equal to such Domestic Bank’s Domestic
Commitment Percentage of the Canadian Excess Amount.




     (d) If, on any Revaluation Date, the Outstanding Amount of all U.K. Loans exceeds the
Total U.K. Commitment (the amount of such excess referred to herein as the “U.K. Excess
Amount”) by more than one percent (1%) of the aggregate amount of such Commitment, then (A)
the U.K. Agent shall give notice thereof to the U.K. Borrowers and the U.K. Banks and (B)
within two (2) Business Days thereafter, the U.K. Borrowers shall repay or prepay U.K. Loans
in an aggregate principal amount such that, after giving effect thereto, the Outstanding
Amount of all U.K. Loans no longer exceeds the Total U.K. Commitment. Notwithstanding the
foregoing, to avoid the incurrence of breakage costs with respect to U.K. Loans which are
LIBOR Rate Loans, the U.K. Borrowers shall not be obligated to repay any U.K. Loan that is a
LIBOR Rate Loan until the end of the Interest Period relating thereto to the extent that the
unused amount of the Domestic Commitments of the Domestic Banks which are affiliates of the
U.K. Banks shall be greater than or equal to the U.K. Excess Amount. On each Revaluation
Date and until the U.K. Loans are repaid in accordance with the first sentence of this
paragraph (d), the Total Domestic Commitment shall be automatically reduced by an amount
equal to the U.K. Excess Amount. Such reduction shall be made by reducing the Domestic
Commitments of each such Domestic Bank that is an affiliate of a U.K. Bank by an amount
equal to such Domestic Bank’s Domestic Commitment Percentage of the U.K. Excess Amount.



     §7. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents and warrants to
the Agents, the Banks and the Issuing Bank that:



     §7.1. Corporate Authority.




     (a) Incorporation; Good Standing. Each of the Borrowers and each of Ryder’s
Consolidated Subsidiaries (other than Immaterial Subsidiaries) (i) is a corporation duly
organized, validly existing and in good standing under the Laws of its respective
jurisdiction of incorporation, (ii) has all requisite corporate power to own its property
and conduct its material business operations so that the Borrowers and their Consolidated
Subsidiaries, taken as a whole, may conduct business substantially in the manner presently
conducted by them, and (iii) is in good standing (or such qualification can be readily
obtained without material penalty) as a foreign corporation and is duly authorized to do
business in each jurisdiction in which its property or business as presently conducted or
contemplated makes such qualification necessary, except where a failure to be so qualified
would not have a material adverse effect on the business, assets or financial condition of
Ryder and its Consolidated Subsidiaries, taken as a whole.




     (b) Authorization. The execution, delivery and performance of this Agreement
and the other Loan Documents and the transactions contemplated hereby and thereby (i) are
within the corporate authority of each of the Borrowers, (ii) have been









 



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duly authorized by all necessary corporate proceedings on the part of each of the
Borrowers, (iii) do not materially conflict with or result in any material breach or
contravention of any provision of Law, statute, rule or regulation to which any of the
Borrowers is subject or any judgment, order, writ, injunction, license or permit applicable
to any of the Borrowers, and (iv) do not conflict with any provision of the corporate
charter, bylaws or constitutional documents of any of the Borrowers or any material
agreement or other material instrument binding upon any of the Borrowers.




     (c) Enforceability. The execution, delivery and performance of this Agreement
and the other Loan Documents by each of the Borrowers will result in valid and legally
binding obligations of each of the Borrowers enforceable against each such Borrower in
accordance with the respective terms and provisions hereof and thereof, except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other
Laws relating to or affecting generally the enforcement of creditors’ rights and except to
the extent that availability of the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any proceeding therefor may be brought.



     §7.2. Governmental Approvals. The execution, delivery and performance of this
Agreement and the other Loan Documents by each of the Borrowers and the consummation by each of the
Borrowers of the transactions contemplated hereby and thereby do not require any approval or
consent of, or filing with, any governmental agency or authority other than those already obtained.



     §7.3. Title to Properties; Leases. Ryder and its Consolidated Subsidiaries own all of
the assets reflected in the consolidated balance sheet of Ryder and its Consolidated Subsidiaries
as at the Balance Sheet Date or acquired since that date (except property and assets (a) sold or
otherwise disposed of in the ordinary course of business since that date or as otherwise permitted
pursuant to §9.3 or (b) held pursuant to lease, trust or conditional sales agreement), subject to
no mortgages, conditional sales agreements, title retention agreements, liens or other encumbrances
except Permitted Liens.



     §7.4. Financial Statements. There have been furnished to the Banks the consolidated
balance sheet of Ryder and its Consolidated Subsidiaries dated the Balance Sheet Date and the
consolidated statements of income, shareholders’ equity and cash flow for the fiscal periods then
ended, certified by Ryder’s independent certified public accountants of nationally recognized
standing. All said balance sheets and statements of operations have been prepared in accordance
with GAAP (but, in the case of any of such financial statements which are unaudited, only to the
extent GAAP is applicable to interim unaudited reports) and fairly present the financial condition
of Ryder and its Consolidated Subsidiaries as at the close of business on the Balance Sheet Date
and the results of operations for the period then ended (subject, in the case of unaudited interim
financial statements, to changes resulting from audit and normal year-end adjustments and to the
absence of complete footnotes). There are no contingent liabilities of Ryder and its Consolidated
Subsidiaries involving material amounts, known to the officers of Ryder, which have not been
disclosed in said balance sheets and the related notes thereto or otherwise in writing to the
Administrative Agent.









 



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     §7.5.
Litigation. Except as set forth on
Schedule 7.5, there are no actions, suits,
proceedings or investigations of any kind pending or, to the knowledge of each of the Borrowers,
threatened against Ryder or any of Ryder’s Consolidated Subsidiaries before any court, tribunal or
administrative agency or board which, either in any case or in the aggregate, if adversely
determined, Ryder reasonably believes would be expected to have a material adverse effect on the
financial condition, business, or assets of Ryder and its Consolidated Subsidiaries, considered as
a whole, or materially impair the right of Ryder and its Consolidated Subsidiaries, considered as a
whole, to carry on business substantially as now conducted, or result in any substantial liability
not adequately covered by insurance, or for which adequate reserves are not maintained on the
consolidated balance sheet or which question the validity of any of the Loan Documents to which
Ryder or any of its Consolidated Subsidiaries is a party, or any action taken or to be taken
pursuant hereto or thereto.



     §7.6. Compliance With Other Instruments, Laws, Etc. None of the Borrowers nor any of
Ryder’s Consolidated Subsidiaries is (a) violating any provision of its charter documents or
by-laws or (b) any agreement or instrument to which any of them may be subject or by which any of
them or any of their properties may be bound or any decree, order, judgment, or, to the knowledge
of Ryder’s officers, any statute, license, rule or regulation, in a manner which materially and
adversely affects the financial condition, business or assets of Ryder and its Consolidated
Subsidiaries, considered as a whole.



     §7.7. Tax Status. Each Borrower and each of Ryder’s Consolidated Subsidiaries (other
than its Immaterial Subsidiaries) have (a) made or filed all federal, state, provincial and
territorial income and all other tax returns, reports and declarations (or obtained extensions with
respect thereto) required by applicable Law to be filed by them, other than state or provincial tax
returns covering immaterial amounts, (b) paid all taxes and other governmental assessments and
charges as shown or determined to be due on such returns, reports and declarations, except those
being contested in good faith, and (c) set aside on their books provisions reasonably adequate for
the payment of all taxes for periods subsequent to the periods to which such returns, reports or
declarations apply. Except as set forth on
Schedule 7.7, there are no unpaid taxes in any amount
material to Ryder and its Consolidated Subsidiaries, taken as a whole, claimed to be due by the
taxing authority of any jurisdiction, and the officers of the Borrowers know of no basis for any
such claim.



     §7.8. No Event of Default. No Default or Event of Default has occurred and is
continuing.



     §7.9. Holding Company and Investment Company Acts. Neither Ryder nor any of its
Subsidiaries is a “holding company” or a “public utility company” as such terms are defined in the
Public Utility Holding Company Act of 2005; nor is any of them a “registered investment company”,
or an “affiliated company” or a “principal underwriter” of a “registered investment company”, as
such terms are defined in the Investment Company Act of 1940, as amended.



     §7.10. Absence of Financing Statements, Etc. Except as permitted by §9.2 of this
Agreement, (i) there is no Indebtedness of the Borrowers or obligors hereunder senior to the
Obligations and (ii) there is no effective financing statement, security agreement, chattel









 



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mortgage, real estate mortgage or other document filed or recorded with any filing records,
registry, or other public office, which purports to cover, affect or give notice of any present or
possible future lien on, or security interests in, any assets or property of Ryder or any of its
Consolidated Subsidiaries or right thereunder.



     §7.11. Employee Benefit Plans.




     (a) In General. Each Employee Benefit Plan has been maintained and operated in
compliance in all material respects with the provisions of ERISA and, to the extent
applicable, the Code, including but not limited to the provisions thereunder respecting
prohibited transactions.




     (b) Guaranteed Pension Plans. Each contribution required to be made to a
Guaranteed Pension Plan under the Pension Funding Rules has been timely made. No waiver of
an accumulated funding deficiency or extension of amortization periods under the Pension
Funding Rules has been received with respect to any Guaranteed Pension Plan. No liability
to the PBGC (other than required insurance premiums, all of which have been paid) has been
incurred by any Borrower or any ERISA Affiliate with respect to any Guaranteed Pension Plan
and there has not been any ERISA Reportable Event, or any other event or condition which
presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on
the latest valuation of each Guaranteed Pension Plan (which in each case occurred within
twelve months of the date of this representation), and on the actuarial methods and
assumptions employed for that valuation, the aggregate benefit liabilities of all such
Guaranteed Pension Plans within the meaning of §4001 of ERISA did not exceed the aggregate
value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the
benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of
benefit liabilities, except as would not reasonably be expected to have a material adverse
effect on the business, financial condition, or results of operation of Ryder and its
Consolidated Subsidiaries taken as a whole.




     (c) Multiemployer Plans. None of Ryder, any of its Subsidiaries, nor any ERISA
Affiliate has incurred any material liability (including secondary liability) to any
Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan under §4201 of ERISA or as a result of a sale of assets described in §4204 of ERISA.
None of Ryder, any of its Subsidiaries, nor any ERISA Affiliate has been notified that any
Multiemployer Plan is in reorganization or is insolvent under and within the meaning of
§4241 or §4245 of ERISA or has been terminated under §4041A of ERISA.



     §7.12. Environmental Compliance. In the ordinary course of its business, each
Borrower reviews the effect of Environmental Laws on the business, operations and properties of
such Borrower and its Subsidiaries, in the course of which it identifies and evaluates associated
liabilities and costs (including, without limitation, capital or operating expenditures required
for clean-up or closure of properties presently or previously owned, capital or operating
expenditures required to achieve or maintain compliance with environmental protection standards
imposed by Law or as a condition of any license, permit or contract, any periodic or









 



95


permanent shutdown of any facility or reduction in the level or change in the nature of
operation conducted thereat, any costs or liabilities in connection with off-site disposal of
wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including
employees, and any related costs and expenses). Except as set forth on Schedule 7.12, on the basis
of this review, each Borrower has reasonably concluded that such associated liabilities and costs,
including the costs of compliance with Environmental Laws, are unlikely to have a material adverse
effect on the business, financial condition, results of operations or prospects of Ryder and its
Consolidated Subsidiaries, taken as a whole.



     §7.13. Disclosure. The representations and warranties made by the Borrowers in this
Agreement or by the Borrowers in any agreement, instrument, document, certificate, statement or
letter furnished to the Banks in connection with the transactions contemplated by the Loan
Documents do not, taken as a whole, together with all other information provided by or on behalf of
the Borrowers, which includes (i) any information provided pursuant §8.4 or otherwise provided by
the Borrowers to the Agents and the Banks in writing and (ii) all information contained in the
reports filed by Ryder with the Securities and Exchange Commission, contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make such representation,
warranties and information, taken as a whole, in light of the circumstances under which they were
made, not misleading in any material respect.



     §7.14. Location of Chief Executive Office. Ryder’s chief executive office and the
location where its books and records are kept is 11690 N.W. 105th Street, Miami, Florida 33178
(except as the same may be updated pursuant to §8.2). Ryder is incorporated under the laws of the
state of Florida.



     §7.15. Debt Ratings. Schedule 7.15 contains a true and accurate list as of the
Closing Date of the Senior Public Debt Ratings.



     §7.16. Consolidated Subsidiaries. Each of the Consolidated Subsidiaries of Ryder and
the other Borrowers as of the date hereof is listed on Schedule 7.16 attached hereto.



     §7.17. Foreign Assets Control Regulations, Etc. None of the requesting or borrowing
of the Loans, the Bankers’ Acceptances, the requesting or issuance, extension or renewal of any
Letters of Credit or the use of the proceeds of any thereof will violate the Trading With the Enemy
Act (50 U.S.C. § 1 et seq., as amended) (the
“Trading With the Enemy Act”) or any of the foreign
assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V,
as amended) (the “Foreign Assets Control
Regulations”) or any enabling legislation or executive
order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to
(a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the
“Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore,
neither the Borrower nor any of its Subsidiaries or other affiliates (a) is a “blocked person” as
described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control
Regulations or (b) engages in any dealings or transactions, or be otherwise associated, with any
such “blocked person”.









 



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     §7.18. Use of Proceeds. The proceeds of the Loans, borrowings by Bankers’ Acceptances
and the Letters of Credit shall be used for general corporate purposes and working capital
purposes, including, without limitation, to provide liquidity enhancement to the commercial paper
financing program maintained by Ryder. No Loans or Bankers’ Acceptances or any portion of any
Letter of Credit shall be used in any way that will violate Regulations T, U or X of the Board of
Governors of the Federal Reserve System. The Borrowers will not use the proceeds of any Loan or
borrowing by way of Bankers’ Acceptances or any portion of any Letter of Credit to purchase or
carry any “margin security” or “margin stock” (as such terms are defined in said Regulations U and
X).



     §7A. REPRESENTATIONS AS TO FOREIGN OBLIGORS. Each of Ryder and each Foreign Obligor
(with regard to itself but not with regard to any other Foreign Obligor) represents and warrants to
the Agents, the Banks and the Issuing Bank that:




     (a) Such Foreign Obligor is subject to civil and commercial Laws with respect to its
obligations under this Agreement and the other Loan Documents to which it is a party
(collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and
the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign
Obligor Documents constitute and will constitute private and commercial acts and not public
or governmental acts. Neither such Foreign Obligor nor any of its material property has any
immunity from jurisdiction of any court or from any legal process (whether through service
or notice, attachment prior to judgment, attachment in aid of execution, execution or
otherwise) under the Laws of the jurisdiction in which such Foreign Obligor is organized and
existing in respect of its obligations under the Applicable Foreign Obligor Documents.




     (b) There are no form requirements applicable to the Applicable Foreign Obligor
Documents under the Laws of the jurisdiction in which such Foreign Obligor is organized and
existing for the enforcement thereof against such Foreign Obligor under the Laws of such
jurisdiction, or to ensure the legality, validity, enforceability, priority or admissibility
in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure the
legality, validity, enforceability, priority or admissibility in evidence, in each case, in
all material respects, of the Applicable Foreign Obligor Documents that the Applicable
Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized
before, any court or other authority in the jurisdiction in which such Foreign Obligor is
organized and existing or that any registration charge or stamp or similar tax be paid on or
in respect of the Applicable Foreign Obligor Documents or any other document, except for (i)
any such filing, registration, recording, execution or notarization as has been made or is
not required to be made until the Applicable Foreign Obligor Document or any other document
is sought to be enforced and (ii) any charge or tax as has been timely paid.




     (c) There is no tax, levy, impost, duty, fee, assessment or other governmental charge,
or any deduction or withholding, imposed by any Governmental Authority in or of the
jurisdiction in which such Foreign Obligor is organized, existing and a resident for tax
purposes either (i) on or by virtue of the execution or delivery of the Applicable Foreign
Obligor Documents or (ii) on any payment to be made by such Foreign Obligor









 



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pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed to
the Agents.




     (d) The execution, delivery and performance of the Applicable Foreign Obligor Documents
executed by such Foreign Obligor are, under applicable foreign exchange control regulations
of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to
any notification or authorization except (i) such as have been made or obtained or (ii) such
as cannot be made or obtained until a later date and are not material (provided that
any notification or authorization described in clause (ii) shall be made or obtained as soon
as is reasonably practicable).



     §8. AFFIRMATIVE COVENANTS OF THE BORROWERS. Each of the Borrowers agrees that, so
long as any Obligation is outstanding or the Banks have any obligation to make Loans, or the
Canadian Banks have any Obligations with respect to Bankers’ Acceptances, or the Issuing Bank has
any obligation to issue, extend or renew any Letters of Credit:



     §8.1. Punctual Payment. The applicable Borrower(s) will duly and punctually pay or
cause to be paid the principal and interest on the Loans, all Bankers’ Acceptances, all Letters of
Credit, fees and other amounts provided for in this Agreement and the other Loan Documents, all in
accordance with the terms of this Agreement and such other Loan Documents.



     §8.2. Maintenance of Chief Executive Office. Ryder will maintain its chief executive
office at the location referred to in §7.14 or at such other place in the United States of America
as Ryder shall designate upon thirty (30) days prior written notice to the Agents.



     §8.3. Records and Accounts. Each of the Borrowers will, and will cause each of its
Consolidated Subsidiaries to, (a) keep true and accurate records and books of account in which
full, true and correct entries will be made in accordance with (i) with respect to Ryder and its
Consolidated Subsidiaries only, GAAP and (ii) with respect to each such Person, the requirements of
all regulatory authorities and (b) maintain adequate accounts and reserves for all taxes (including
income taxes), depreciation, depletion, obsolescence and amortization of its properties, all other
contingencies, and all other proper reserves in accordance with GAAP with respect to Ryder and its
Consolidated Subsidiaries and in accordance with all regulatory authorities with respect to each of
the other Borrowers, provided that if any changes in GAAP with which Ryder’s independent
accountants concur or changes in the application of GAAP with which Ryder’s independent accountants
concur result in a change (other than an immaterial change) in the method of calculation or the
basis upon which such calculation is made of any of the financial covenants, standards or terms
contained in this Agreement, the Borrowers and the Banks agree to amend such provisions to reflect
such changes in GAAP so that the criteria for evaluating the consolidated financial condition of
Ryder and its Consolidated Subsidiaries shall be the same after such accounting changes as if such
changes had not been made.









 



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     §8.4. Financial Statements, Certificates and Information. Ryder will deliver to each
of the Banks, the Issuing Bank and the Agents:




     (a) as soon as practicable, but, in any event not later than one hundred twenty (120)
days after the end of each fiscal year of Ryder, the consolidated balance sheet of Ryder and
its Consolidated Subsidiaries as at the end of such year, and the consolidated statements of
income and cash flows for Ryder and its Consolidated Subsidiaries for the fiscal year then
ended, each setting forth in comparative form the figures for the previous fiscal year, all
such consolidated financial statements to be in reasonable detail, prepared, in accordance
with GAAP audited and accompanied by a report and opinion of independent certified public
accountants of nationally recognized standing selected by Ryder, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” or like qualification or exception or any qualification or
exception as to the scope of such audit. In addition, within one hundred twenty (120) days
of the end of each such fiscal year, Ryder shall provide the Banks with a written statement
from such accountants to the effect that they have read a copy of this Agreement, and that,
in making the examination necessary to said certification, they have obtained no knowledge
of any Default or Event of Default, or, if such accountants shall have obtained knowledge of
any then existing Default or Event of Default they shall disclose in such statement any such
Default or Event of Default; provided that such accountants shall not be liable to
the Banks for failure to obtain knowledge of any Default or Event of Default;




     (b) as soon as practicable, but in any event not later than sixty (60) days after the
end of each of the first three fiscal quarters of each fiscal year of Ryder, copies of the
consolidated balance sheets of Ryder and its Consolidated Subsidiaries as at the end of such
quarter, and the related consolidated statements of income and cash flows for the portion of
the fiscal year then ended, all in reasonable detail and prepared in accordance with GAAP
(to the extent GAAP is applicable to interim unaudited financial statements) with a
certification by the principal financial officer of Ryder that the consolidated financial
statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim
unaudited financial statements) and fairly present the consolidated financial condition of
Ryder and its Consolidated Subsidiaries on a consolidated basis as at the close of business
on the date thereof and the results of operations for the period then ended;




     (c) simultaneously with the delivery of the financial statements referred to in (a) and
(b) above, a certificate in the form of
Exhibit C hereto (the “Compliance Certificate”)
signed by the principal financial officer, treasurer or assistant treasurer of Ryder,
stating that Ryder and its Consolidated Subsidiaries are in compliance with §10 hereof as of
the end of the applicable period setting forth in reasonable detail computations evidencing
such compliance and certifying (i) no Default or Event of Default exists or if a Default or
Event of Default shall then exist, specifying the nature thereof and (ii) such other matters
as are set forth therein;




     (d) as soon as practicable but, in any event, within thirty (30) Business Days after
the issuance thereof, copies of all material of a financial nature filed with the









 



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Securities and Exchange Commission or sent to the stockholders of Ryder or any of its
Subsidiaries generally; and




     (e) from time to time, and with reasonable promptness, such other financial data and
other information as the Banks may reasonably request.



     The Borrowers hereby authorize each Bank to disclose any information obtained pursuant to this
Agreement to all appropriate governmental regulatory authorities where required by Law, including,
without limitation, with respect to requests or directives, whether or not having the force of law.
Except for any such disclosure to governmental banking regulatory authorities upon the request
therefor, the applicable Agent or Bank or the Issuing Bank shall, to the extent practicable and
legally permissible, provide prompt written notice to Ryder so that Ryder may have the opportunity
to contest such disclosure and such Agent or Bank or the Issuing Bank shall use reasonable efforts
within Law to maintain the confidentiality of such Information.



     Documents required to be delivered pursuant to §§8.4(a), (b) and (c) (to the extent any such
documents are included in materials otherwise filed with the Securities and Exchange Commission)
may be delivered electronically and if so delivered, shall be deemed to have been delivered on the
date (i) on which Ryder posts such documents, or provides a link thereto on its website on the
Internet at www.ryder.com; or (ii) on which such documents are posted on Ryder’s behalf on
an Internet or intranet website, if any, to which each Bank and the Agents have access (whether a
commercial, third-party website or whether sponsored by the Administrative Agent); provided
that: (i) Ryder shall deliver paper copies of such documents to the Administrative Agent or any
Bank that requests Ryder to deliver such paper copies until a written request to cease delivering
paper copies is given by the Administrative Agent or such Bank and (ii) Ryder shall notify the
Administrative Agent and each Bank (by telecopier or electronic mail) of the posting of any such
documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. Notwithstanding anything contained herein, in every instance Ryder
shall be required to provide paper copies of the Compliance Certificates required by §8.4(c) to the
Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have
no obligation to request the delivery or to maintain copies of the documents referred to above, and
in any event shall have no responsibility to monitor compliance by Ryder with any such request for
delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.



     Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead
Arrangers will make available to the Banks and the Issuing Bank materials and/or information
provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting
the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b)
certain of the Banks (each, a “Public Bank”) may have personnel who do not wish to receive material
non-public information with respect to any of the Borrowers or their respective Affiliates, or the
respective securities of any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees
that so long as such Borrower is the issuer of any outstanding debt or equity securities that are
registered or issued pursuant to a private offering or is actively contemplating issuing any such
securities (w) all Borrower Materials that are to be









 



100


made available to Public Banks shall be clearly and conspicuously marked “PUBLIC” which, at a
minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x)
by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the
Administrative Agent, the Joint Lead Arrangers, the Issuing Bank and the Banks to treat such
Borrower Materials as not containing any material non-public information with respect to the
Borrowers or their respective securities for purposes of United States Federal and state securities
laws (provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in §29); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side
Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to
treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing,
no Borrower shall be under any obligation to mark any Borrower Materials “PUBLIC.”



     §8.5. Corporate Existence; Compliance with Laws, Other Agreements. Each of the
Borrowers will, and Ryder will cause each of its Consolidated Subsidiaries (other than its
Immaterial Subsidiaries) to, (a) keep in full force and effect their respective corporate existence
and all rights, licenses, leases and franchises reasonably necessary to the conduct of its
business, and (b) comply with (i) all applicable Laws and regulations (including, without
limitation, all Environmental Laws) wherever its business is conducted, (ii) the provisions of its
charter documents, by-laws and constitutional documents, and (iii) all agreements and instruments
by which it or any of its properties may be bound and all applicable decrees, orders and judgments,
in each case in such manner that there will not result a material and adverse effect on the
financial condition, properties or business of the Borrowers, considered separately, or Ryder and
its Consolidated Subsidiaries considered as a whole.



     §8.6. Maintenance of Properties. Each of the Borrowers will, and Ryder will cause
each of its Consolidated Subsidiaries to, cause all material properties used or useful in the
conduct of its business to be maintained and kept in good condition, repair and working order
(ordinary wear and tear excepted) and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of Ryder and its
Consolidated Subsidiaries may be necessary for the conduct of their
business; provided, however,
that nothing in this section shall prevent Ryder or any of its Consolidated Subsidiaries from
discontinuing the operation and maintenance of any of its properties if such discontinuance is, in
the judgment of such Person, desirable in the conduct of its business and which does not in the
aggregate materially adversely affect the financial condition, business or assets of Ryder and its
Consolidated Subsidiaries, taken as a whole.



     §8.7. Insurance. Each of the Borrowers will, and Ryder will cause each of its
Consolidated Subsidiaries to, maintain (either in the name of such Borrower or in such Subsidiary’s
own name), insurance with respect to their properties in at least such amounts and against at least
such risks (and with such risk retention) as are usually insured against in the same general area
by companies of established repute engaged in the same or a similar business and of similar size;
and will furnish to the Banks, upon request of the Administrative Agent, information presented in
reasonable detail as to the insurance so carried.









 



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     §8.8. Taxes. Each of the Borrowers will, and Ryder will cause each of its
Consolidated Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, before
the same shall become overdue, all taxes, assessments and other governmental charges imposed upon
it and its real properties, sales and activities, or any part thereof, or upon the income or
profits therefrom, as well as all claims for labor, materials or supplies, which if unpaid might by
Law become a lien or charge upon any of its property; provided that the Borrowers or any
Consolidated Subsidiary shall not be required to pay any such tax, assessment, charge or levy if
the same shall not at the time be due and payable or can be paid thereafter without penalty; or if
the validity thereof shall currently be contested in good faith by appropriate proceedings if it
shall have set aside on its books reserves deemed by it adequate with respect to such tax,
assessment, charge or levy; or if the failure to pay such tax, assessment, charge or levy shall not
result in a material adverse change in the financial position, results of operations, business or
other condition of the Borrowers and their Consolidated Subsidiaries, taken as a whole.



     §8.9. Inspection of Properties, Books and Contracts. The Banks, through the Agents or
any of their designated representatives, shall have the right to visit and inspect any of the
properties of the Borrowers to examine their books of account (and to make copies thereof and
extracts therefrom), and to discuss the affairs, finances and accounts of the Borrowers with, and
to be advised as to the same by, its officers, all at such reasonable times and intervals as the
Banks may reasonably request.



     §8.10. Notice of Potential Claims or Litigation. Each of the Borrowers shall deliver
to the Banks, within thirty (30) days of receipt thereof, written notice of the initiation of any
action, claim, complaint, or any other notice of dispute or potential litigation, including
pursuant to any applicable Environmental Laws, against any of the Borrowers or any of Ryder’s
Consolidated Subsidiaries, including, without limitation, the initiation of any action, claim,
complaint, or any other notice of dispute or potential litigation, including pursuant to any
applicable Environmental Laws brought by any Governmental Authority, wherein the potential
liability is in excess of $50,000,000 and which are required to be reported pursuant to Regulation
S-K under the Securities Act of 1933.



     §8.11. Notice of Default. Each of the Borrowers will promptly notify the Banks in
writing of the occurrence of any Default or Event of Default.



     §8.12. Use of Proceeds. The proceeds of the Loans, borrowings by Bankers’ Acceptances
and the Letters of Credit shall be used for general corporate purposes and working capital
purposes, including, without limitation, to provide liquidity enhancement to the commercial paper
financing program maintained by Ryder. No Loans or Bankers’ Acceptances or any portion of any
Letter of Credit shall be used in any way that will violate Regulations T, U or X of the Board of
Governors of the Federal Reserve System. The Borrowers will not use the proceeds of any Loan or
borrowing by way of Bankers’ Acceptances or any portion of any Letter of Credit to purchase or
carry any “margin security” or “margin stock” (as such terms are defined in said Regulations U and
X).



     §8.13. Debt Ratings. The Borrowers will notify the Agents promptly upon becoming
aware thereof, of any publicly announced change in the Senior Public Debt Ratings and/or any









 



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change in the rating of any other Indebtedness of any of their Subsidiaries which is rated by
S&P, Moody’s or Fitch.



     §8.14. Notice of any ERISA Reportable Event. Each of the Borrowers will promptly
notify the Banks in writing of the occurrence of any ERISA Reportable Event.



     §8.15. Further Assurances. Each of the Borrowers will cooperate with the
Administrative Agent and execute such further instruments and documents as the Administrative Agent
shall reasonably request to carry out to the Banks’ satisfaction the transactions contemplated by
this Agreement.



     §9. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS. Each of the Borrowers agrees that,
so long as any Obligation is outstanding or the Banks have any obligation to make Loans, or the
Canadian Banks have any Obligations with respect to Bankers’ Acceptances, or the Issuing Bank has
any obligation to issue, extend or renew any Letters of Credit:



     §9.1. Restrictions on Secured Indebtedness. None of the Borrowers nor any of their
Consolidated Subsidiaries shall create, incur, assume, or be or remain liable, contingently or
otherwise, with respect to any Secured Indebtedness other than:




     (a) Secured Indebtedness consisting of (i) Indebtedness of Ryder’s Consolidated
Subsidiaries to a Borrower and (ii) unsecured Intercompany Indebtedness; and




     (b) other Secured Indebtedness (including, without limitation, Indebtedness under
capitalized leases), provided that the aggregate amount of Secured Indebtedness outstanding,
pursuant to this §9.1(b) shall not exceed at any time thirty percent (30%) of the Adjusted
Consolidated Tangible Assets of Ryder and its Consolidated Subsidiaries, determined at such
time.



For purposes of calculating the amount of Secured Indebtedness of Ryder and its Consolidated
Subsidiaries under §9.1(b), Ryder shall be deemed to have incurred Secured Indebtedness in an
amount equal to the aggregate amount of all Derivatives Obligations which are secured by a lien
permitted pursuant to Section 9.2(e).



     §9.2. Restrictions on Liens. None of the Borrowers will, nor will Ryder permit any of
its Consolidated Subsidiaries to, create or incur or suffer to be created or incurred or to exist
any Lien upon any property or assets of any character, except as follows (the “Permitted Liens”):




     (a)
Liens securing Secured Indebtedness, provided that such Secured Indebtedness is
permitted by §9.1 hereof, and provided further that the aggregate net book value of the
assets of Ryder and its Consolidated Subsidiaries securing Secured Indebtedness which (i)
consists of Indebtedness included within clause (i) of the definition of “Secured
Indebtedness” and (ii) is incurred pursuant to Section 9.1(b), shall not, at any time,
exceed an amount equal to two-hundred percent (200%) of the aggregate outstanding principal
amount of such Secured Indebtedness;









 



103



     (b) any encumbrances consisting of zoning restrictions, exceptions, easements, leases
or other like restrictions on the use of real property which do not materially impair the
use of such property;




     (c) the following Liens or charges which are not yet due or are payable without penalty
or of which the amount, applicability or validity is being contested in good faith by
appropriate proceedings:




     (i) Liens for taxes, assessments or other governmental charges;




     (ii) Liens given in the ordinary course of business pursuant to any
governmental regulation in order to allow Ryder or a Consolidated Subsidiary to
maintain self-insurance, or to participate in any fund or participate in any
benefits in connection with worker’s compensation, unemployment insurance, old age
pensions or other social security, or for any other purpose at any time required by
Law or governmental regulation as a condition to the transaction of business or the
exercise of any privilege or license;




     (iii) mechanic’s, carrier’s, worker’s, warehouseman’s, landlord’s or other like
Liens arising in the ordinary course of business, including Liens incident to
construction;




     (iv) any inchoate Liens arising under ERISA to secure any contingent liability
of Ryder or a Consolidated Subsidiary; and




     (v) other Liens incidental to the conduct of business or ownership of property
and assets which were not incurred in connection with the borrowing of money and
which do not in the aggregate materially impair the use of property or assets of
Ryder or its Consolidated Subsidiaries;




     (d) Liens on accounts receivable subject to the Receivables Purchase Agreements
referred to in §9.3(d);




     (e) Liens on cash, cash equivalents and marketable securities securing Derivatives
Obligations; and




     (f) Liens on assets subject to the securitization permitted pursuant to §9.3(e).



     §9.3. Corporate Changes and Sales or Dispositions of Assets. Each of the Borrowers
will not, and Ryder will not permit any of its Consolidated Subsidiaries to, become a party to any
merger, consolidation, asset acquisition, stock acquisition or disposition of assets, with the
following exceptions, provided that such merger, consolidation, acquisition or disposition would
not cause Ryder to not be in compliance with all the covenants and conditions of this Agreement:




     (a) mergers of a Consolidated Subsidiary into another Consolidated Subsidiary of Ryder,
or mergers or consolidations pursuant to which Ryder is the surviving Person;









 



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     (b) acquisitions of interests in other corporations or business entities (either
through the purchase of assets or capital stock or otherwise);




     (c) dispositions of assets in the ordinary course of business;




     (d) sales by Ryder and its Subsidiaries of their accounts receivable pursuant to the
Receivables Purchase Agreements, provided that (i) the aggregate face amount of all
accounts receivable of Ryder treated as purchased receivables and sold by Ryder and/or its
Subsidiaries to the securitization conduit under the Receivables Purchase Agreements shall
not exceed at any time the lesser of (A) seventy-five percent (75%) of the aggregate face
amount of all accounts receivable of Ryder and its Consolidated Subsidiaries, taken as a
whole, including the accounts receivable which constitute purchased receivables under the
Receivables Purchase Agreements and (B) $425,000,000, and (ii) from and after the date of
the first sale of accounts receivable pursuant to the Receivables Purchase Agreements, the
cumulative net cash proceeds received by Ryder from sales of accounts receivable thereunder
shall not be less than seventy-five percent (75%) of the cumulative face amount of all
accounts receivable of Ryder sold thereunder;




     (e) the securitization, in one or more securitization transactions, by Ryder of trucks,
tractors and trailers (collectively, the “Securitized Assets”) together with the financial
component of their associated lease and service agreements, provided that (i) the
unamortized balance of all Indebtedness of Ryder and its Consolidated Subsidiaries or of any
special purpose securitization subsidiary or conduit incurred in connection with such
securitization programs (excluding any Indebtedness as to which Ryder or any of its
Consolidated Subsidiaries is the holder) shall not, at any time, exceed $1,250,000,000 and
(ii) the cumulative net cash proceeds received by Ryder in connection with such
securitization transactions shall not be less than seventy-five percent (75%) of the net
book value of all such Securitized Assets; and




     (f) other dispositions of assets not otherwise permitted by the foregoing clauses of
this section, provided that (i) the aggregate fair market value of assets so disposed of in
any consecutive twelve (12) month period shall not exceed ten percent (10%) of the aggregate
book value of all Consolidated Tangible Assets of Ryder and its Consolidated Subsidiaries,
determined in accordance with GAAP, measured as of the first day of such twelve (12) month
period and (ii) the revenue attributable to the assets so disposed of in any consecutive
twelve (12) month period shall not exceed twenty percent (20%) of the revenues of Ryder and
its Consolidated Subsidiaries during such twelve (12) month period, determined in accordance
with GAAP.



     §9.4. Leasebacks. Each of the Borrowers will not, and Ryder will not permit any of
its Consolidated Subsidiaries to, sell, transfer or otherwise convey any property of Ryder or any
Consolidated Subsidiary more than one hundred twenty (120) days after the acquisition thereof for
purposes of leasing back such property except:




     (a) leasebacks with a term of three years or less (including all permitted extensions
and renewals);









 



105



     (b) leasebacks whereby the proceeds from the sale or transfer of property are used to
reduce the Obligations or other Indebtedness of a rank at least equal to the Obligations; or




     (c) leasebacks permitted by §9.1 and §9.2.



     §9.5. Limitation on Agreements. Each of the Borrowers will not, and Ryder will not
permit any of its Consolidated Subsidiaries to, enter into any agreement which restricts or
prohibits any guarantees, advances, dividends or distributions (i) from any Consolidated Subsidiary
to such Borrower, or (ii) between or among Consolidated Subsidiaries. Notwithstanding the
foregoing, any Consolidated Subsidiary of Ryder may issue capital stock which is preferred as to
dividends or upon liquidation to any other capital stock of such Consolidated Subsidiary
(“Preferred Stock”); provided that (i) the aggregate liquidation preference of all such Preferred
Stock issued by Ryder’s Consolidated Subsidiaries which is not owned by Ryder and its Consolidated
Subsidiaries does not, at any time, exceed five percent (5%) of Consolidated Adjusted Tangible Net
Worth at such time, (ii) immediately before, and immediately after, and after giving effect to such
issuance of Preferred Stock, no Default or Event of Default shall have occurred and be continuing,
and (iii) prior to the issuance by any Subsidiary of Preferred Stock, such Subsidiary shall have
delivered to the Administrative Agent, for the benefit of the Banks, the Issuing Bank and the
Agents, a guarantee of the Obligations in form and substance satisfactory to the Administrative
Agent (it being understood that the obligations of such Subsidiary under such guaranty shall be
limited to the aggregate amount of the liquidation preference of all such Preferred Stock issued by
such Subsidiary which is not owned by Ryder and its Consolidated Subsidiaries), together with
corporate authority documentation and a legal opinion, in form and substance satisfactory to the
Administrative Agent, as to the authorization, execution, delivery and enforceability of such
guaranty. The Borrowers, the Agents, the Issuing Bank and the Banks agree that each such guaranty
shall be deemed to be a “Loan Document” hereunder.



     §9.6. Employee Benefit Plans. Each Borrower and each ERISA Affiliate will not:




     (a) engage in any non-exempt “prohibited transaction” within the meaning of §406 of
ERISA or §4975 of the Code which could result in a material liability for a Borrower or any
of its Subsidiaries;




     (b) fail to make any minimum required contributions under the Pension Funding Rules to
any Guaranteed Pension Plan, whether or not such contribution is or may be waived; or




     (c) fail to contribute to any Guaranteed Pension Plan to an extent which, or terminate
any Guaranteed Pension Plan in a manner which, could result in the imposition of a lien or
encumbrance on the assets of a Borrower or any of its Subsidiaries pursuant the Pension
Funding Rules or §4068 of ERISA.



     §10. FINANCIAL COVENANT OF THE BORROWERS. Each of the Borrowers agrees that, so long
as any Obligation is outstanding or the Banks have any obligation to make









 



106


Loans, or the Canadian Banks have any Obligations with respect to Bankers’ Acceptances, or the
Issuing Bank has any obligation to issue, extend or renew any Letters of Credit:



     §10.1. Debt to Consolidated Tangible Net Worth. Ryder will not, at any time, permit
the ratio of (a) the aggregate amount of Indebtedness of Ryder and its Consolidated Subsidiaries to
(b) Consolidated Adjusted Tangible Net Worth of Ryder and its Consolidated Subsidiaries to exceed
3.00:1.00.



     §11. CONDITIONS TO CLOSING/EFFECTIVENESS. The effectiveness of this Agreement and the
obligations of the Banks to make any Loans, of the Canadian Banks to accept or purchase any
Bankers’ Acceptance, of the Issuing Bank to issue, extend or renew any Letter of Credit and of the
Banks to otherwise be bound by the terms of this Agreement as of the Closing Date shall be subject
to the satisfaction of each of the following conditions precedent (which shall occur no later than
May 15, 2009):



     §11.1. Corporate Action. All corporate action necessary for the valid execution,
delivery and performance by the Borrowers of the Loan Documents shall have been duly and
effectively taken, and evidence thereof certified by authorized officers of the Borrowers and
satisfactory to the Banks shall have been provided to the Banks.



     §11.2. Loan Documents, Etc. Each of the Loan Documents shall have been duly and
properly authorized, executed and delivered by the respective parties thereto and shall be in full
force and effect in a form satisfactory to the Banks. Each of the representations and warranties
of the Borrowers contained in §§7 and 7A of this Agreement shall be true as of the Closing Date.



     §11.3. Certified Copies of Charter Documents. The Administrative Agent shall have
received from each of the Borrowers a copy, certified by a duly authorized officer of such Person
to be true and complete on the Closing Date, of (a) its charter or other incorporation documents as
in effect on such date of certification and (b) its by-laws as in effect on such date.



     §11.4. Incumbency Certificate. The Administrative Agent shall have received an
incumbency certificate, dated as of the Closing Date, signed by duly authorized officers giving the
name and bearing a specimen signature of each individual who shall be authorized: (a) to sign the
Loan Documents on behalf of each of the Borrowers; (b) to make Loan Requests and to apply for
Letters of Credit; and (c) to give notices and to take other action on the Borrowers’ behalf under
the Loan Documents.



     §11.5. Certificates of Insurance. The Banks shall have received a certificate of
insurance, dated as of the Closing Date, or within thirty (30) days prior thereto, identifying
insurers, types of insurance, insurance limits, and policy terms.



     §11.6. Opinion of Counsel. The Banks shall have received a favorable legal opinion
from (i) Ryder Law Department, United States counsel to the Borrowers, (ii) Mills & Reeve, United
Kingdom counsel to the U.K. Borrowers, (iii) Osler, Hoskin & Harcourt LLP, Ontario counsel to Ryder
Canada Limited, (iv) Stewart McKelvey Stirling Scales, Nova Scotia counsel to Ryder Holdings Canada
and (v) Ryder Law Department, counsel to Ryder PR, in each case, addressed to the Banks, dated the
Closing Date, in form and substance satisfactory to the Administrative Agent and the Banks.









 



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     §11.7. Existing Debt. The Administrative Agent shall have received evidence with
respect to the termination of the Existing Credit Agreement and repayment in full of all
obligations thereunder in form satisfactory to the Administrative Agent.



     §11.8. Financial Condition; Debt Ratings. No material adverse change, in the judgment
of the Majority Banks, shall have occurred in the financial condition, results of operations,
business, properties or prospects of Ryder and its Consolidated Subsidiaries, taken as a whole,
since the audited financial statements of Ryder and its Consolidated Subsidiaries for the fiscal
year ending December 31, 2008. There shall have occurred no material adverse change in the Senior
Public Debt Ratings since December 31, 2008.



     §11.9. Payment of Fees. Each of the Borrowers shall have paid the fees required to be
paid on the Closing Date.



     §11.10. Closing Date Compliance Certificate. Each of the Banks shall have received a
Compliance Certificate, dated the Closing Date, in form and substance satisfactory to the Banks,
evidencing the Borrowers’ compliance with §10.1 hereto.



     §11.11. Receipt of Financial Statements. Each of the Banks shall have received the
financial statements of Ryder and its Consolidated Subsidiaries required to be delivered pursuant
to §8.4(a) with respect to the fiscal year of Ryder ended December 31, 2008 and any financial
statements of Ryder and its Consolidated Subsidiaries required to be delivered pursuant to §8.4(b)
with respect to any subsequent period for which such information becomes available on or prior to
the Closing Date, in form and substance satisfactory to the Banks.



Without limiting the generality of the provisions of the last paragraph of §16.3, for purposes of
determining compliance with the conditions specified in this §11, each Bank that has signed this
Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank
prior to the proposed Closing Date specifying its objection thereto.



     §12. CONDITIONS TO ALL LOANS. The obligations of the Banks to make any Loan, the
obligation of the Canadian Banks to accept or purchase any Bankers’ Acceptance and the obligation
of the Issuing Bank to issue, extend or renew any Letter of Credit, in each case, at the time of
and subsequent to the Closing Date is subject to the following conditions precedent:



     §12.1. Representations True. Each of the representations and warranties contained in
§§7.1, 7.2, 7.6(a), 7.9, 7.10, 7.14, 7.17, 7.18 and §7A shall be true at and as of the time of the
making of such Loan or the acceptance or purchase of such Bankers’ Acceptance or the issuance,
extension or renewal of such Letter of Credit, as applicable, with the same effect as if made at
and as of that time (except to the extent of changes resulting from transactions contemplated or
permitted by this Agreement and changes occurring in the ordinary course of business which singly
or in the aggregate are not materially adverse to the business, assets or financial condition of
Ryder and its Consolidated Subsidiaries, taken as a whole, or to the extent that such
representations and warranties relate expressly and solely to an earlier date).









 



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     §12.2. Performance; No Event of Default. The Borrowers shall have performed and
complied with all terms and conditions required by §§2, 3, or 4, as applicable, and this §12, there
shall exist no Default or Event of Default or condition which would result in a Default or an Event
of Default upon consummation of such Loan or the acceptance and purchase of such Bankers’
Acceptance or the issuance, extension or renewal of such Letter of Credit, as applicable. Each
request for a Loan or for the acceptance or purchase of a Bankers’ Acceptance or for the issuance,
extension or renewal of a Letter of Credit shall constitute certification by the Borrowers that the
conditions specified in this §12.2 will be duly satisfied on the date of such Loan.



     §12.3. No Legal Impediment. No Change in Law shall have occurred as a consequence of
which it shall have become and continue to be unlawful for (a) the first Loan to be made or the
first Bankers’ Acceptance to be accepted and purchased hereunder or the first Letter of Credit to
be issued, renewed or extended hereunder only, or for any Bank or the Issuing Bank to perform any
of its agreements or obligations under any of the Loan Documents to which it is a party or (b) for
any Borrower to perform any of its respective agreements or obligations under any of the Loan
Documents.



     §12.4. Delivery of Documents. The Borrower(s) shall have delivered to the applicable
Agent(s) and the Issuing Bank, as applicable, the documentation required to be delivered hereunder
in connection with such Loan or such Bankers’ Acceptance or such Letter of Credit.



     §12.5. Alternative Currency. In the case of a credit extension to be denominated in
Canadian Dollars, Euros or Sterling, there shall not have occurred any change in the general
availability of such currency as legal tender customarily used in the applicable jurisdiction which
in the reasonable opinion of the Agents or the Majority Banks (in the case of any Loans to be
denominated in Canadian Dollars, Euros or Sterling) would make it impossible or impracticable for
such credit extension to be denominated in such currency.



     §13. EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT.



     §13.1. Events of Default and Acceleration. If any of the following events (“Events of
Default”) shall occur:




     (a) if any Borrower shall fail to pay any principal of the Loans made to such Borrower,
any L/C Obligation or any obligation in respect of any Banker’s Acceptance when the same
shall become due and payable, whether at the stated date of maturity or any accelerated date
of maturity or at any other date fixed for payment and such default shall not have been
remedied within one (1) Business Day after written notice thereof shall have been given to
such Borrower and Ryder by an Agent;




     (b) if the applicable Borrowers shall fail to pay any interest or fees owing by such
Borrower hereunder when the same shall become due and payable, whether at the stated date of
maturity or any accelerated date of maturity or at any other date fixed for payment and such
default shall not have been remedied within three (3) Business Days









 



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after written notice thereof shall have been given to such Borrower and Ryder by an
Agent;




     (c) if the Borrowers shall fail to comply with any of the covenants contained in §§9.1,
9.2, 9.3, or 10.1 hereof;




     (d) if the Borrowers shall fail to perform any term, covenant or agreement contained
herein or in any of the other Loan Documents or pay any amounts (other than those specified
in subsections (a), (b), and (c) above) and such failure shall not be remedied within twenty
(20) days after written notice of such failure shall have been given to the Borrowers and
Ryder by an Agent;




     (e) if any representation, warranty or certification made in writing by or on behalf of
any Borrower contained in this Agreement or in any document or instrument delivered pursuant
to this Agreement shall prove to have been false in any material respect upon the date when
made or repeated and such representation, warranty or certification shall be material at the
time it shall have been determined to have been false or incorrect, and if such false
representation, warranty or certification or its adverse effects shall be susceptible of
cure, the Borrowers shall not, within a period of twenty (20) days after written notice
thereof has been given to the Borrowers and Ryder by the Administrative Agent, (i) have
cured (to the satisfaction of the Majority Banks) the representation, warranty or
certification and (ii) have cured the adverse effect of the failure of such representation,
warranty or certification to have been true and correct when made or repeated;




     (f) if any of the Borrowers or any of Ryder’s Consolidated Subsidiaries shall (i) fail
to pay within the later of (A) three (3) Business Days after maturity and (B) three (3)
Business Days after any applicable period of grace, any Indebtedness, reimbursement
obligation in respect of any letter of credit or the aggregate amount of any Derivatives
Obligation, in each case, in an aggregate amount greater than $75,000,000, or (ii) fail to
observe or perform any material term, covenant or agreement contained in any one or more
agreements by which it is bound, evidencing or securing any Indebtedness, reimbursement
obligation in respect of any letter of credit or the aggregate amount of any Derivatives
Obligation, in each case, in an aggregate amount greater than $75,000,000, resulting in the
acceleration of such Indebtedness;




     (g) if any of the Borrowers or any of Ryder’s Consolidated Subsidiaries makes an
assignment for the benefit of creditors, or admits in writing its inability to pay or
generally fails to pay its debts as they mature or become due, or petitions or applies for
the appointment of a trustee or other custodian, liquidator or receiver of any such Person,
or of any substantial part of the assets of any such Person or commences any case or other
proceeding relating to any such Person under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation or similar Law of any
jurisdiction, now or hereafter in effect, or takes any action to authorize or in furtherance
of any of the foregoing, or if any such petition or application is filed or any such case or
other proceeding is commenced against any such Person or any such Person indicates its
approval thereof, consent thereto or acquiescence therein;









 



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     (h) if a decree or order is entered appointing any trustee, custodian, liquidator or
receiver or adjudicating any of the Borrowers or any of Ryder’s Consolidated Subsidiaries
bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a
decree or order for relief is entered in respect of any such Person in an involuntary case
under the bankruptcy laws of any jurisdiction or any analogous proceeding, procedure or
step is taken in any jurisdiction as now or hereafter constituted, and such decree or order
remains in effect for more than sixty (60) days, whether or not consecutive;




     (i) if there shall remain in force, undischarged, unsatisfied and unstayed, for more
than sixty (60) days, whether or not consecutive, any judgment or order against any of the
Borrowers or any of Ryder’s Consolidated Subsidiaries which, with other outstanding
judgments or orders against any such Person exceeds in the aggregate $75,000,000;




     (j) if any judicial lien or attachment on the property of any Borrower or any of
Ryder’s Consolidated Subsidiaries in an amount of $75,000,000 or greater shall not be
released or provided for to the satisfaction of the Administrative Agent and the Majority
Banks within sixty (60) days after such lien or attachment shall have come into existence;




     (k) if, with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall
have occurred and the Majority Banks shall have determined in their reasonable discretion
that such event reasonably could be expected to result in liability of any of the Borrowers
or any of their Subsidiaries to the PBGC or such Plan in an aggregate amount exceeding
$75,000,000 and such event in the circumstances occurring reasonably could constitute
grounds for the partial or complete termination of such Plan by the PBGC or for the
appointment by the appropriate United States District Court of a trustee to administer such
Plan; or a trustee shall have been appointed by the appropriate United States District Court
to administer such Plan; or the PBGC authorities shall have instituted proceedings to
terminate such Plan;




     (l) if any person or group of persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
under said Act) of fifty percent (50%) or more of the outstanding shares of common voting
stock of Ryder; or, during any period of twelve consecutive calendar months, individuals who
were directors of Ryder on the first day of such period shall cease to constitute a majority
of the board of directors of Ryder (excluding any directors elected or nominated by such
board); or




     (m) if any Loan Document, at any time after its execution and delivery and for any
reason other than as expressly permitted hereunder or thereunder or satisfaction in full of
all the Obligations, ceases to be in full force and effect; or if Ryder or any of its
Consolidated Subsidiaries contests in any manner the validity or enforceability of any Loan
Document, including any material rights and obligations thereunder; or if any Ryder, any
Canadian Borrower, any U.K. Borrower or Ryder PR denies that it has any or









 



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further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any provision of any Loan Document;



then, and in any such event, so long as the same may be continuing, the Administrative Agent may,
and upon the written or telephonic (confirmed in writing) requests of the Majority Banks, shall, by
written notice to the Borrowers, declare all amounts under this Agreement and the Notes and all L/C
Obligations to be forthwith due and payable, whereupon the same shall forthwith mature and become
immediately due and payable, together with accrued interest thereon, without presentment, demand,
protest or notice, all of which are hereby waived by each of the
Borrowers, provided that in the
case of the occurrence of any event specified in paragraphs (g) or (h) of this §13.1, all such
amounts outstanding hereunder and under the Notes shall become due and payable forthwith without
the requirement of any such notice or the action of any Person and without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by each of the
Borrowers. Upon written demand by the Majority Banks after the occurrence of any Event of Default,
and automatically without the necessity of demand in the event of any Event of Default specified in
paragraphs (g) or (h) of this §13.1, Ryder shall immediately provide to the Administrative Agent
cash in an amount equal to the aggregate L/C Obligations on all then outstanding Letters of Credit
issued for the account of Ryder or any of its domestic Subsidiaries to be held by the
Administrative Agent as Cash Collateral for such L/C Obligations.



     §13.2. Termination of Commitments. If any Event of Default pursuant to §§13.1(g) or
13.1(h) hereof shall occur, any unused portion of the Total Commitment hereunder shall forthwith
terminate and the Banks and the Agents shall be relieved of all obligations to make Loans or to
accept and purchase Bankers’ Acceptances hereunder and the Issuing Bank shall be relieved of all
further obligations to issue, extend or renew Letters of Credit; or if any other Event of Default
shall occur, the Majority Banks may by notice to the Borrowers terminate the unused portion of the
Total Commitment hereunder, and, upon such notice being given, such unused portion of the Total
Commitment hereunder shall terminate immediately and the Banks and the Agents shall be relieved of
all further obligations to make Loans or to accept and purchase Bankers’ Acceptances and the
Issuing Bank shall be relieved of all further obligations to issue, extend or renew Letters of
Credit. No termination of any portion of the Total Commitment hereunder shall relieve the
Borrowers of any of their existing Obligations to the Banks, the Issuing Bank or the Agents
hereunder or elsewhere.



     §13.3. Remedies. In case any one or more of the Events of Default shall have occurred
and be continuing, and whether or not the Banks shall have accelerated the maturity of the Loans
and other Obligations pursuant to §13.1, subject to §23A, each Bank, upon notice to the other
Banks, if owed any amount with respect to the Loans, may proceed to protect and enforce its rights
by suit in equity, action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Agreement and the other Loan Documents
or any instrument pursuant to which the Obligations to such Bank are evidenced, including, without
limitation, as permitted by applicable Law the obtaining of the ex parte appointment of a receiver,
and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the
payment thereof or any legal or equitable right of such Bank. No remedy herein conferred upon any
Bank, the Issuing Bank or the Agents or the holder of any Note, Loan or any Obligations hereunder
or purchaser of any Letter of Credit Participation is









 



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intended to be exclusive of any other remedy and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter existing at Law or
in equity or by statute or any other provision of Law.



     §13.4. Judgment Currency. If, for the purpose of obtaining judgment in any court or
obtaining an order enforcing a judgment, it becomes necessary to convert any amount due under this
Agreement in Dollars or in any other currency (hereinafter in this
§13.4 called the “first
currency”) into any other currency (hereinafter in this
§13.4 called the “second currency”), then
the conversion shall be made at the applicable Agent’s spot rate of exchange for buying the first
currency with the second currency prevailing at the applicable Agent’s close of business on the
Business Day next preceding the day on which the judgment is given or (as the case may be) the
order is made. Any payment made to the Agents, the Issuing Bank or any Bank pursuant to this
Agreement in the second currency shall constitute a discharge of the obligations of the applicable
Borrowers to pay to the Agents, the Issuing Bank and the Banks any amount originally due to the
Agent, the Issuing Bank and the Banks in the first currency under this Agreement only to the extent
of the amount of the first currency which the applicable Agent, the Issuing Bank and each of the
applicable Banks is able, on the date of the receipt by it of such payment in any second currency,
to purchase, in accordance with the applicable Agent’s, the Issuing Bank’s and such Bank’s normal
banking procedures, with the amount of such second currency so received. If the amount of the
first currency falls short of the amount originally due to the applicable Agent, the Issuing Bank
and the applicable Banks in the first currency under this Agreement, each of the applicable
Borrowers agrees that it will indemnify the applicable Agent, the Issuing Bank and each of the
applicable Banks against and save the applicable Agent, the Issuing Bank and each of the applicable
Banks harmless from any shortfall so arising. This indemnity shall constitute an obligation of
each such Borrower separate and independent from the other obligations contained in this Agreement,
shall give rise to a separate and independent cause of action and shall continue in full force and
effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due
to the applicable Agent, the Issuing Bank or any applicable Bank under this Agreement or under any
such judgment or order. Any such shortfall shall be deemed to constitute a loss suffered by the
applicable Agent, the Issuing Bank and each such Bank, as the case may be, and the applicable
Borrowers shall not be entitled to require any proof or evidence of any actual loss. The covenant
contained in this §13.4 shall survive the payment in full of all of the other obligations of the
Borrowers under this Credit Agreement.



     §14. SETOFF. Regardless of the adequacy of any collateral, during the continuance of
any Event of Default, any deposits or other sums credited by or due from any of the Banks or any
affiliate of a Bank to any of the Borrowers and any securities or other property of any of the
Borrowers in the possession of such Bank or such affiliate of a Bank may be applied to or set off
by such Bank against the payment of Obligations and, with respect to Ryder, Guaranteed Obligations,
and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become
due, now existing or hereafter arising, of such Borrower to such Bank, the other Banks, the Issuing
Bank and the Agents. Any amounts set off pursuant to this §14 shall be distributed ratably in
accordance with §28 among all of the Banks by the Bank setting off such amount. If any Bank fails
to share such setoff ratably, the Administrative Agent, the Canadian Agent and/or the U.K. Agent,
as applicable, shall have the right to withhold such Bank’s share of any









 



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Borrower’s payments until each of the Banks shall have, in the aggregate, received a pro rata
repayment.



     §15. COSTS AND EXPENSES.




     (a) The Borrowers shall pay (i) all reasonable documented out of pocket expenses
incurred by the Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
documented out of pocket expenses incurred by the Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all out reasonable documented of pocket expenses incurred by the
Administrative Agent, any Bank or the Issuing Bank (including the reasonable fees, charges
and disbursements of any counsel for the Administrative Agent, any Bank or the Issuing
Bank), in connection with the enforcement or protection of its rights (A) in connection with
this Agreement and the other Loan Documents, including its rights under this Section, or (B)
in connection with the Loans made or Bankers’ Acceptances and Letters of Credit issued
hereunder, including all such reasonable documented out of pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans, Bankers’ Acceptances or
Letters of Credit.




     (b) Reimbursement by Banks. To the extent that the Borrowers for any reason
fails to indefeasibly pay any amount required under §15(a) to be paid by it to the Agents
(or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing,
each Bank severally agrees to pay to such Agent(s) (or any such sub-agent), the Issuing Bank
or such Related Party, as the case may be, such Bank’s Commitment Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount, provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or asserted
against such Agent(s) (or any such sub-agent) or the Issuing Bank in its capacity as such,
or against any Related Party of any of the foregoing acting for such Agents (or any such
sub-agent) or Issuing in connection with such capacity. The obligations of the Banks under
this §15(b) are several and not joint.




     (c) Payments. All amounts due under this Section shall be payable not later
than ten Business Days after demand therefor.




     (d) Survival. The agreements in this Section shall survive the resignation of
any Agent, the Issuing Bank and any Swing Line Lender, the replacement of any Bank, the
termination of the Total Commitments and the repayment, satisfaction or discharge of all the
other Obligations.









 



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     §15A. PAYMENTS SET ASIDE. To the extent that any payment by or on behalf of a
Borrower is made to the Administrative Agent, the Canadian Agent, the U.K. Agent, the Issuing Bank
or any Bank, or the Administrative Agent, the Canadian Agent, the U.K. Agent, the Issuing Bank or
any Bank exercises its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or
required (including pursuant to any settlement entered into by the Administrative Agent, the
Canadian Agent, the U.K. Agent, the Issuing Bank or such Bank in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment
had not been made or such setoff had not occurred, and (b) each Bank and the Issuing Bank, as
applicable, severally agrees to pay to the Administrative Agent, the Canadian Agent or the U.K.
Agent upon demand its applicable share (without duplication) of any amount so recovered from or
repaid by the Administrative Agent, the Canadian Agent or the U.K. Agent plus interest thereon from
the date of such demand to the date such payment is made at a rate per annum equal to the
applicable Overnight Rate from time to time in effect. The obligations of the Banks and the
Issuing Bank under clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.



     §16. THE AGENTS.



     §16.1. Appointment and Authority. Each of the Banks and the Issuing Bank hereby
irrevocably appoints (a) Bank of America to act on its behalf as the Administrative Agent hereunder
and under the other Loan Documents, (b) Royal Bank to act on its behalf as the Canadian Agent
hereunder and under the other Loan Documents and (c) RBS to act on its behalf as the U.K. Agent
hereunder and under the other Loan Documents, and authorizes each Agent to take such actions on its
behalf and to exercise such powers as are delegated to such Agents by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this
§16 are solely for the benefit of the Agents, the Banks and the Issuing Bank, and neither any
Borrower nor any guarantor hereunder shall have rights as a third party beneficiary of any of such
provisions.



     §16.2. Rights as a Bank. The Person serving as the Administrative Agent, the Canadian
Agent and the U.K. Agent hereunder shall have the same rights and powers in its capacity as a Bank
as any other Bank and may exercise the same as though it were not an Agent and the term “Bank” or
“Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent, the Canadian Agent and the U.K. Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as
if such Person were not the Administrative Agent, Canadian Agent or the U.K. Agent hereunder and
without any duty to account therefor to the Banks.



     §16.3. Exculpatory Provisions. The Agents shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, no Agent:









 



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     (a) shall be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;




     (b) shall have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other
Loan Documents that any Agent is required to exercise as directed in writing by the Majority
Banks (or such other number or percentage of the Banks as shall be expressly provided for
herein or in the other Loan Documents), provided that no Agent shall be required to
take any action that, in its reasonable opinion or the opinion of its counsel, may expose
such Agent to liability or that is contrary to any Loan Document or applicable Law; and




     (c) shall, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and no Agent shall be liable for the failure to disclose, any
information relating to any of the Borrowers or any of their respective Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent, the Canadian
Agent, the U.K. Agent or any of its Affiliates in any capacity.



No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the
request of the Majority Banks (or such other number or percentage of the Banks as shall be
necessary, or as the applicable Agent shall believe in good faith shall be necessary, under the
circumstances as provided in §§17) or (ii) in the absence of such Agent’s own gross negligence or
willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until
notice describing such Default is given to such Agent by Ryder, a Bank or the Issuing Bank.



No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement or any other Loan Document,
(ii) the contents of any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any
condition set forth in §11 or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to such Agent.



     §16.4. Reliance by Agents. Each Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made
to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Bank or the Issuing Bank, the applicable Agent may presume that
such condition is satisfactory to such Bank or the Issuing Bank unless such Agent shall have









 



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received notice to the contrary from such Bank or the Issuing Bank prior to the making of such
Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may
be counsel for Ryder, the Borrowers or any of them), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.



     §16.5. Use of Sub-Agents. Each Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by such Agent. Any Agent and any such sub-agent may perform any and all
of its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of this §16 shall apply to any such sub-agent and to the Related Parties
of such Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as an Agent
hereunder.



     §16.6. Resignation of an Agent. Any Agent may at any time give forty-five (45) days
prior written notice of its resignation to the Banks, the Issuing Bank and Ryder. Upon receipt of
any such notice of resignation, the Majority Banks shall have the right to appoint a successor
(and, so long as no Default or Event of Default exists, shall be acceptable to Ryder (with such
acceptance not to be unreasonably withheld or delayed)), which shall be a bank with an office in
the appropriate jurisdiction for such Agent, or an Affiliate of any such bank. If no such
successor shall have been so appointed by the Majority Banks and shall have accepted such
appointment within thirty (30) days after such retiring Agent gives notice of its resignation, then
the retiring Agent may on behalf of the Banks and the Issuing Bank, appoint a successor
Administrative Agent, Canadian Agent or U.K. Agent, as applicable, meeting the qualifications set
forth above (and, so long as no Default or Event of Default exists, such successor appointed by the
retiring Agent shall be acceptable to Ryder (with such acceptance not to be unreasonably withheld
or delayed)); provided that if such Agent shall notify Ryder and the Banks that no
qualifying Person has accepted such appointment or been approved by Ryder, then such resignation
shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall
be discharged from its duties and obligations hereunder and under the other Loan Documents and (2)
all payments, communications and determinations provided to be made by, to or through such Agent
shall instead be made by or to each Bank and the Issuing Bank directly, until such time as the
Majority Banks appoint a successor Agent as provided for above in this Section. Upon the
acceptance of a successor’s appointment as Administrative Agent, Canadian Agent or U.K. Agent, as
applicable, hereunder, such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this Section). The fees payable by Ryder to
a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed
between Ryder and such successor. After the retiring Agent’s resignation hereunder and under the
other Loan Documents, the provisions of this §16 and §§15 and 18 shall continue in effect for the
benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an
Administrative Agent, the Canadian Agent or the U.K. Agent, as applicable.









 



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Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as Issuing Bank and Swing Line Lender. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank
and Swing Line Lender, (b) the retiring Issuing Bank and Swing Line Lender shall be discharged from
all of their respective duties and obligations hereunder or under the other Loan Documents, and (c)
the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements satisfactory to the
retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with
respect to such Letters of Credit.



Any resignation by Royal Bank as Canadian Agent pursuant to this Section shall also constitute its
resignation as the Canadian Swing Line Lender. Upon the acceptance of a successor’s appointment as
Canadian Agent hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the Canadian Swing Line Lender and (b) the retiring
Canadian Swing Line Lender shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents.



Any resignation by RBS as U.K. Agent pursuant to this Section shall also constitute its resignation
as a Swing Line Lender of U.K. Swing Line Loans. Upon the acceptance of a successor’s appointment
as U.K. Agent hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the Swing Line Lender of U.K. Swing Line Loans and (b) the
retiring Swing Line Lender of U.K. Swing Line Loans shall be discharged from all of their
respective duties and obligations hereunder or under the other Loan Documents.



     §16.7. Non-Reliance on Agents and Other Banks. Each Bank and the Issuing Bank
acknowledges that it has, independently and without reliance upon any Agent or any other Bank or
any of their Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank and
the Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent
or any other Bank or any of their Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.



     §16.8. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of
the Bookrunners, Joint Lead Arrangers, Co-Lead Arrangers or Syndication Agent listed on the cover
page hereof shall have any powers, duties or responsibilities under this Agreement or any of the
other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the
Canadian Agent, the U.K. Agent, a Bank or the Issuing Bank hereunder.



     §16.9. Agent May File Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Borrower or guarantor
hereunder, the Administrative Agent, or in the case of such proceeding not in the United States of
America, the applicable local Agent (irrespective of whether the principal of any Loan, Bankers’
Acceptance or L/C Obligation shall then be due and payable as herein expressed









 



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or by declaration or otherwise and irrespective of whether any Agent shall have made any
demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or
otherwise




     (a) to file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, Bankers’ Acceptances, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Banks, the Issuing Bank and the Agents
(including any claim for the reasonable compensation, expenses, disbursements and advances
of the Banks, the Issuing Bank and the Agents and their respective agents and counsel and
all other amounts due the Banks, the Issuing Bank and the Agents under §§2.2, 3.3, 4.6 and
15) allowed in such judicial proceeding; and




     (b) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Bank and the Issuing Bank to make such
payments to the Agents and, in the event that the Agents shall consent to the making of such
payments directly to the Banks and the Issuing Bank, to pay to the Agents any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agents and their agents and
counsel, and any other amounts due to such Agent under §§2.2, 3.3, 4.6, 15 and 18.



Nothing contained herein shall be deemed to authorize the Agents to authorize or consent to or
accept or adopt on behalf of any Bank or Issuing Bank any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Bank or Issuing Bank to
authorize the Agents to vote in respect of the claim of any Bank or Issuing Bank in any such
proceeding.



     §17. CONSENTS, AMENDMENTS, WAIVERS, ETC. Any action to be taken (including the giving
of notice) may be taken, any consent or approval required or permitted by this Agreement or any
other Loan Document to be given by the Banks may be given, any term of this Agreement, any other
Loan Document or any other instrument, document or agreement related to this Agreement or the other
Loan Documents or mentioned therein may be amended, and the performance or observance by the
Borrowers or any other Person of any of the terms thereof and any Default or Event of Default (as
defined in any of the above-referenced documents or instruments) may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with the written consent
of the Majority Banks; provided, however, that no such consent or amendment which affects the
rights, duties or liabilities of any Agent, the Issuing Bank, or any Swing Line Lender, shall be
effective without the written consent of such Person, as applicable. In addition, no amendment,
waiver or consent shall do any of the following unless in writing and signed by (a) each Bank: (i)
waive any condition set forth in §11; (ii) change the definition of “Majority Banks”; (iii) amend
this §17; or (iv) release any Borrower from its Obligations or release Ryder, in its capacity as
guarantor, from its obligations under §5 hereof or in respect of the Guaranteed Obligations; or (b)
each of the Banks directly affected thereby: (i) increase the principal amount of such Bank’s
Commitment (or subject any Bank to any additional obligations, including the extension of such
Bank’s









 



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Commitment); (ii) reduce the principal of or interest on the Loans or any Letter of Credit,
L/C Obligations or any Bankers’ Acceptance (including, without limitation, interest on overdue
amounts) or any fees payable hereunder; (iii) change the Commitment Percentage of any Bank, except
pursuant to §§2.4 or 21, (iv) alter any provision relating to the pro rata treatment of the Banks
as required hereby or (v) extend or postpone any date fixed for any payment in respect of principal
or interest (including, without limitation, interest on overdue amounts) on the Notes or any L/C
Obligation, or any fee hereunder.



     §18. INDEMNIFICATION; DAMAGE WAIVER.



     §18.1. Indemnification by the Borrowers. Each Borrower shall indemnify the Agents
(and any sub-agent thereof), each Bank and the Issuing Bank, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses (including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any
Affiliate of a Borrower hereunder arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or
thereby, or, in the case of each Agent (and any sub-agent thereof) and its Related Parties only,
the administration of this Agreement and the other Loan Documents (including in respect of any
matters addressed in §6), (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Substances on or from any property owned or operated by any Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by any Borrower or any guarantor hereunder, and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y)
result from a claim brought by any Borrowers hereunder against an Indemnitee for breach in bad
faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such
Borrowers has obtained a final and nonappealable judgment in its favor on such claim as determined
by a court of competent jurisdiction. The provisions of this §18.1 shall not apply to any
litigation, proceeding or dispute solely between the Borrowers or any of their Consolidated
Subsidiaries on the one hand and the Agents, the Issuing Bank or the Banks on the other hand, if
the final non-appealable judgment in such litigation, proceeding or dispute is in favor of the
Borrowers or any of their Consolidated Subsidiaries and against such Indemnitee.



     §18.2. Reimbursement by Banks. To the extent that the Borrowers for any reason fail
to indefeasibly pay any amount required under §18.1 to be paid by them to the Agents (or









 



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any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing, each
Bank severally agrees to pay to such Agent(s) (or any such sub-agent), the Issuing Bank or such
Related Party, as the case may be, such Bank’s Commitment Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against such Agent(s) (or any such
sub-agent) or the Issuing Bank in its capacity as such, or against any Related Party of any of the
foregoing acting for such Agents (or any such sub-agent) or Issuing Bank in connection with such
capacity. The obligations of the Banks under this §18.2 are several and not joint.



     §18.3. Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable Law, no Borrower shall assert, and hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Bankers’ Acceptance or Letter of Credit or the use of
the proceeds thereof. No Indemnitee referred to in §18.1 shall be liable for any damages arising
from the use by unintended recipients of any information or other materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other Loan Documents or
the transactions contemplated hereby or thereby other than for direct or actual damages resulting
from the gross negligence or willful misconduct of such Indemnitee as determined by a final and
nonappealable judgment of a court of competent jurisdiction.



     §18.4. Payments. All amounts due under this Section shall be payable not later than
ten Business Days after demand therefor.



     §18.5. Survival. The agreements in this Section shall survive the resignation of the
Agents, the Issuing Bank and any Swing Line Lender, the replacement of any Bank, the termination of
the Total Commitments and the repayment, satisfaction or discharge of all the other Obligations.



     §19. TAXES.




     (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of
Taxes. (i) Any and all payments by or on account of any obligation of the respective
Borrowers hereunder and under the other Loan Documents shall to the extent permitted by
applicable Laws be made free and clear of, and without deduction for Taxes. If, however,
applicable Laws require any Borrower or any Agent to withhold or deduct any Tax, such Tax
shall be withheld or deducted in accordance with such Laws as determined by such Borrower or
such Agent, as the case may be, upon the basis of the information and documentation to be
delivered pursuant to §6.2.




     (ii) If any Borrower or any Agent shall be required by the Code to withhold or
deduct any Taxes, including both United States Federal backup withholding and
withholding taxes, from any payment, then (A) such Agent shall withhold or make such
deductions as are determined by such Agent to be required









 



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based upon the information and documentation it has received pursuant to §6.2,
(B) such Agent shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the Code or the applicable Law or treaty,
and (C) to the extent that the withholding or deduction is made on account of
Indemnifiable Taxes or Other Taxes, the sum payable by such Borrower shall be
increased as necessary so that after any required withholding or the making of all
required deductions (including deductions applicable to additional sums payable
under this Section) each of the Agents, Banks, the Issuing Bank or any holder of
Notes, Loans or any Obligations hereunder, as the case may be, receives an amount
equal to the sum it would have received had no such withholding or deduction been
made.




     (iii) If any Borrower or any Agent shall be required by any applicable Laws
other than the Code to withhold or deduct any Taxes from any payment, then (A) such
Borrower or such Agent, as required by such Laws, shall withhold or make such
deductions as are determined by it to be required based upon the information and
documentation it has received pursuant to §6.2, (B) such Borrower or such Agent, to
the extent required by such Laws, shall timely pay the full amount so withheld or
deducted by it to the relevant Governmental Authority in accordance with such Laws,
and (C) to the extent that the withholding or deduction is made on account of
Indemnifiable Taxes or Other Taxes, the sum payable by such Borrower shall be
increased as necessary so that after any required withholding or the making of all
required deductions (including deductions applicable to additional sums payable
under this Section) the Agents, Banks, the Issuing Bank or any holder of Notes,
Loans or any Obligations hereunder, as the case may be, receives an amount equal to
the sum it would have received had no such withholding or deduction been made.




     (iv) If any Indemnifiable Taxes are directly asserted against the applicable
Agent, the Issuing Bank or any Bank with respect to any payment received by the
Agents, the Issuing Bank or such Bank by reason of a Borrower’s failure to properly
deduct and withhold such Indemnifiable Taxes from such payment, the applicable
Agent, the Issuing Bank or such Bank may pay such Indemnifiable Taxes and such
Borrower will promptly pay all such additional amounts (including any penalties,
interest or reasonable expenses) as are necessary in order that the net amount
received by such Person after the payment of such Indemnifiable Taxes (including any
Indemnifiable Taxes on such additional amount) shall equal the amount such Person
would have received had not such Indemnifiable Taxes been asserted. Any such
payment shall be made promptly after the receipt by such Borrower from the
applicable Agent, the Issuing Bank or such Bank, as the case may be, of a written
statement setting forth in reasonable detail the amount of the Indemnifiable Taxes
and the basis of the claim.




     (b) Payment of Other Taxes by the Borrowers. Without limiting the provisions
of subsection (a) above, each Borrower shall timely pay any Other Taxes to the relevant
Government Authority in accordance with applicable Laws.









 



122



     (c) Tax Indemnifications. (i) Without limiting the provisions of subsection
(a) and (b) above, each Borrower shall, and does hereby indemnify the Agents, each Bank and
the Issuing Bank and shall make payment in respect thereof within 10 days after demand
therefor (which demand must set forth in reasonable detail the amount of such Indemnifiable
Taxes or such Other Taxes, as the case may be, and the basis of the claim), for the full
amount of any Indemnifiable Taxes or Other Taxes (including Indemnifiable Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld
or deducted by such Borrower or the applicable Agent or paid by the applicable Agent, such
Bank or the Issuing Bank, as the case may be, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnifiable Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. Each Borrower shall also, and does hereby, indemnify the Agents, and shall make
payment in respect thereof within 10 days after demand therefor, for any amount which a Bank
or the Issuing Bank for any reason fails to pay indefeasibly to the applicable Agent as
required by clause (ii) of this subsection; provided, that such indemnity shall not
affect any Bank’s or Issuing Bank’s obligation to indemnify any Borrower for such amounts,
pursuant to clause (ii). A certificate as to the amount of any such payment or liability
delivered to a Borrower by a Bank or the Issuing Bank (with a copy to the applicable Agent),
or by the applicable Agent on its own behalf or on behalf of a Bank or the Issuing Bank,
shall be conclusive absent manifest error.




     (ii) Without limiting the provisions of subsection (a) or (b) above, each Bank
and the Issuing Bank shall, and does hereby, indemnify each Borrower and each Agent,
and shall make payment in respect thereof within 10 days after demand therefor,
against any and all Taxes and any and all related losses, claims, liabilities,
penalties, interest and expenses (including the fees, charges and disbursements of
any counsel for such Borrower or the applicable Agent) incurred by or asserted
against such Borrower or the applicable Agent by any Governmental Authority as a
result of the failure by such Bank or the Issuing Bank, as the case may be, to
deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any
documentation required to be delivered by such Bank or the Issuing Bank, as the case
may be, to such Borrower or the applicable Agent pursuant to §6.2. Each Bank and
the Issuing Bank hereby authorizes the Agents, as applicable, to set off and apply
any and all amounts at any time owing to such Bank or the Issuing Bank, as the case
may be, under this Agreement or any other Loan Document against any amount due to
the applicable Agent under this clause (ii). The agreements in this clause (ii)
shall survive the resignation and/or replacement of any Agent, any assignment of
rights by, or the replacement of, a Bank or the Issuing Bank, the termination of the
Total Commitments and the repayment, satisfaction or discharge of all other
Obligations. If the Borrowers shall pay any Taxes or make any payments with respect
to any Taxes which are not Indemnifiable Taxes or Other Taxes, then the applicable
Agent, the Issuing Bank or the Bank which has received any such payment or with
respect to which any such payment was made shall reimburse the applicable Borrower,
within ten (10) Business Days of request by such Borrower, the amount so paid by
such









 



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Borrower, together with interest at the Overnight Rate from the date such
amounts were paid by such Borrower.




     (d) Evidence of Payments. Upon request by a Borrower or the applicable Agent,
as the case may be, after any payment of Taxes by such Borrower or by the Administrative
Agent to a Governmental Authority as provided in this §19, such Borrower shall deliver to
the applicable Agent or the applicable Agent shall deliver to such Borrower, as the case may
be, the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of any return required by Laws to report such payment or
other evidence of such payment reasonably satisfactory to such Borrower or the applicable
Agent, as the case may be.




     (e) Failure to Deduct or Withhold. In the event any taxing authority notifies
any of the Borrowers that any of them has improperly failed to deduct or withhold any taxes
(other than Indemnifiable Taxes) from a payment made hereunder to the Agents, the Issuing
Bank or any Bank, the Borrowers shall timely and fully pay such taxes to such taxing
authority.




     (f) Mitigation of Indemnifiable Taxes. The Agents, the Issuing Bank or the
Banks shall, upon the request of the Borrowers, take reasonable measures to avoid or
mitigate the amount of Indemnifiable Taxes required to be deducted or withheld from any
payment made hereunder if such measures can be taken without the imposition on such Person
of any costs or expenses unless the Borrowers have agreed to reimburse such Person therefor
or result in such Person in its reasonable judgment suffering any material legal or
regulatory disadvantage; provided that if after the date hereof, any Change in Law results
in the imposition on the Borrowers of a deduction or withholding obligation with respect to
amount payable to banks or bank holding companies, to the extent that any such Change in Law
relates to amounts payable hereunder and to the extent that such Change in Law results in
banks or bank holding companies receiving an undue benefit arising as a result of the
payment of such additional amount by the Borrowers, the Borrowers and the Agents shall make
a reasonable, good faith effort to negotiate a change in the terms of this Agreement that
would allocate the benefits and costs (if any) of such deductions and withholdings among the
affected parties in a manner equitable to the Borrowers and the Banks (including the Issuing
Bank, if applicable).




     (g) Treatment of Certain Refunds. Unless required by applicable Laws, at no
time shall an Agent have any obligation to file for or otherwise pursue on behalf of a Bank
or the Issuing Bank, or have any obligation to pay to any Bank or the Issuing Bank, any
refund of Taxes withheld or deducted from funds paid for the account of such Bank or the
Issuing Bank, as the case may be. If an Agent, any Bank or the Issuing Bank determines, in
its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which
it has been indemnified by any Borrower or with respect to which any Borrower has paid
additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal
to such refund (but only to the extent of indemnity payments made, or additional amounts
paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses and net of any loss or gain realized
in the conversion of such funds from or to another









 



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currency incurred by such Agent, such Bank or the Issuing Bank, as the case may be, and
without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund), provided that each Borrower, upon the request of such
Agent, such Bank or the Issuing Bank, agrees to repay the amount paid over to such Borrower
(plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to such Agent, such Bank or the Issuing Bank in the event such Agent, such Bank
or the Issuing Bank is required to repay such refund to such Governmental Authority. This
subsection shall not be construed to require any Agent, any Bank or the Issuing Bank to make
available its tax returns (or any other information relating to its taxes that it deems
confidential) to any Borrower or any other Person.




     (h) Right to Assert and Control Challenges to Indemnifiable Taxes or Other
Taxes. If any Indemnifiable Taxes or Other Taxes are imposed that result in an
indemnification or payment obligation on any Borrower, such Borrower shall be entitled,
after the payment of such taxes pursuant to subsection (a) or (b) above, to challenge or
dispute the imposition of such Indemnifiable Taxes or Other Taxes with the applicable
Governmental Authority. A Borrower may request that the Agents, Banks and/or the Issuing
Bank cooperate (such cooperation to be in the sole discretion of such Agent, such Bank or
such Issuing Bank, as the case may be, and, in each case, at such Borrower’s expense) in any
such challenge, dispute, or proceeding.




     (i) Survival. Without prejudice to the survival of any other agreement of the
parties hereunder, the agreements and obligations of the Borrowers contained in this §19
shall survive the payment in full of the Obligations and the termination of the Commitments.



     §20. SURVIVAL OF COVENANTS, ETC. All representations and warranties made hereunder
and in any other Loan Document or other document delivered pursuant hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Unless otherwise stated herein, all covenants and agreements, representations and warranties made
herein, in the other Loan Documents or in any documents or other papers delivered by or on behalf
of the Borrowers pursuant hereto shall be deemed to have been relied upon by the Banks, the Issuing
Bank and the Agents, notwithstanding any investigation heretofore or hereafter made by them and
notwithstanding that the Agents or any Bank may have had notice or knowledge of any Default at the
time of any credit extension, and shall survive the making by the Banks of the Loans and the
acceptance and purchase of any Bankers’ Acceptance and the issuance, extension or renewal of any
Letters of Credit, as herein contemplated, and shall continue in full force and effect so long as
any amount due under this Agreement, any Obligation, any Bankers’ Acceptance, any Letter of Credit
or any Note remains outstanding and unpaid or any Bank has any obligation to make any Loans or the
Canadian Banks have any obligation to purchase and accept Bankers’ Acceptances or the Issuing Bank
has any obligation to issue, extend or renew any Letter of Credit. All statements contained in any
certificate or other paper delivered by or on behalf of the Borrowers pursuant hereto shall
constitute representations and warranties by the Borrowers hereunder.









 



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     §21. SUCCESSORS AND ASSIGNS; PARTICIPATION.



     §21.1. Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Agent and each Bank and
no Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to
an Eligible Assignee in accordance with the provisions of §21.2, (ii) by way of participation in
accordance with the provisions of §21.4, (iii) by way of pledge or assignment of a security
interest pursuant to §21.6, or (iv) to an SPC in accordance with the provisions of §21.6 (and any
other attempted assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided by §21.4 and, to the extent expressly contemplated hereby, the Indemnitees and the
Related Parties of each Agent, the Issuing Bank and each Bank) any legal or equitable right, remedy
or claim under or by reason of this Agreement.



     §21.2. Conditions to Assignment by Banks. Except as provided herein, each Bank may
assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations
under this Agreement, including, as applicable, all or a portion of its Domestic Commitment
Percentage, its Canadian Commitment Percentage, its U.K. Commitment Percentage and/or its PR
Commitment Percentage, its participations in L/C Obligations, Bankers’ Acceptances and Swing Line
Loans at the time owing to it, provided that any such assignment shall be subject to the following
conditions:




     (a) Minimum Amounts.




     (i) in the case of an assignment of the entire remaining amount of the
assigning Bank’s Commitment and the Loans at the time owing to it or in the case of
an assignment to a Bank or an affiliate of a Bank or an Approved Fund with respect
to a Bank, no minimum amount need be assigned; and




     (ii) in any case not described in §21.2(a)(i), the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the
Commitment is not then in effect, the principal outstanding balance of the Loans of
the assigning Bank subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of
the Administrative Agent and, so long as no Event of Default has occurred and is
continuing, Ryder otherwise consents (each such consent not to be unreasonably
withheld or delayed).




     (b) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Bank’s rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned, except that this clause
(iii) shall not apply to rights in respect of Swing Line Loans.









 



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     (c) Required Consents. No consent shall be required for any assignment except
to the extent required by §21.2(a)(ii), and in addition:




     (i) the consent of Ryder (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Bank or an
affiliate of a Bank or an Approved Fund;




     (ii) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to a
Person that is not a Bank, an Affiliate of such Bank or an Approved Fund with
respect to such Bank;




     (iii) the consent of the Issuing Bank (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment of a Domestic Commitment
or for any assignment that increases the obligation of the assignee to participate
in exposure under one or more Letters of Credit (whether or not then outstanding);
and




     (iv) the consent of the applicable Swing Line Lender (such consent not to be
unreasonably withheld or delayed) shall be required for any assignment of a Domestic
Commitment, a Canadian Commitment or a U.K. Commitment, as the case may be.




     (d) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500; provided, however, that (i) the
Administrative Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment and (ii) the processing and recordation fee of
$3,500 shall not apply in the case of an assignment from a Bank to an Affiliate of such
Bank. The assignee, if it is not a Bank, shall deliver to the Administrative Agent an
Administrative Questionnaire.




     (e) No Assignment to the Borrowers. No such assignment shall be made to the
Borrowers or any of their Affiliates or Subsidiaries.




     (f) No Assignment to Natural Persons. No such assignment shall be made to a
natural person.



     Ryder shall not be deemed to have unreasonably withheld its consent for the purposes of this
section if it advises the Administrative Agent and the applicable assignor Bank in good faith of
the competitive business reasons why Ryder does not desire a financing relationship with the
proposed assignee.



     Subject to acceptance and recording thereof by the Administrative Agent pursuant to §21.3,
from and after the effective date specified in each Assignment and Assumption, the Eligible
Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Bank under









 



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this Agreement, and the assigning Bank thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and
obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to
be entitled to the benefits of §§6.7, 6.8, 6.10, 15, 18 and 19 with respect to facts and
circumstances occurring prior to the effective date of such assignment. Upon request, each
applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Bank. Any
assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply
with this subsection shall be treated for purposes of this Agreement as a sale by such Bank of a
participation in such rights and obligations in accordance §21.4. In the case of any assignments
by and between any Bank and any affiliate of such Bank, such Persons shall use their reasonable
best efforts to coordinate the administration of this Agreement and approvals of any amendment,
modification or waiver of any provision of this Agreement so as to minimize (to the extent
reasonably possible) the administrative burden on the Borrowers.



     §21.3. Register. The Administrative Agent, acting solely for this purpose as an agent
of the Borrowers, shall maintain at the Administrative Agent’s Head Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Banks, and the Commitments of, and principal amounts of the Loans, Bankers’
Acceptances and L/C Obligations owing to, each Bank pursuant to the terms hereof from time to time
(the “Register”). The entries in the Register shall be conclusive absent manifest error, and the
Borrowers, the Agents and the Banks may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrowers and the Banks at any reasonable time and from time to time, or the Administrative Agent
shall provide a copy to Ryder, upon reasonable prior notice.



     §21.4. Participations. Any Bank may at any time, without the consent of, or notice
to, the Borrowers or the Administrative Agent, sell participations to any Person (other than (x) a
natural person, (y) the Borrowers or any of the Borrower’s Affiliates or Subsidiaries or (z)
General Electric Capital Corporation or any affiliate of General Electric Capital Corporation)
(each, a “Participant”) in all or a portion of such Bank’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans (including such Bank’s
participations in L/C Obligations and/or Swing Line Loans, if applicable) owing to it) and/or
Bankers’ Acceptances; provided that (i) each such participation shall be in an amount of not less
than $5,000,000, (ii) such Bank’s obligations under this Agreement shall remain unchanged, (iii)
such Bank shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iv) the Borrowers, the Administrative Agent and the other Banks shall continue to
deal solely and directly with such Bank in connection with such Bank’s rights and obligations under
this Agreement.



     Any agreement or instrument pursuant to which a Bank sells such a participation shall provide
that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Bank will not, without the consent of the Participant, agree to
any amendment, waiver or other modification that would reduce the principal of or the interest rate
on any Loans, L/C Obligations or Bankers’ Acceptances, extend









 



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the term or increase the amount of the Commitment(s) of such Bank as it relates to such
participant, if applicable, reduce the amount of any facility fees to which such participant is
entitled, extend any regularly scheduled payment date for principal or interest or release any
Borrower from its Obligations or release Ryder, in its capacity as guarantor, from its obligations
under §5 hereof or in respect of the Guaranteed Obligations. Subject to this §21.4, each Borrower
agrees that each Participant shall be entitled to the benefits of §§6.7, 6.8, 6.10 and 19 to the
same extent as if it were a Bank and had acquired its interest by assignment pursuant to §21.2;
provided that no Participant shall be entitled to receive any amounts greater than the amounts that
the selling Bank would have been entitled to receive had it not sold the participation;
provided further that a Participant that would be a Foreign Bank if it were a Bank
shall not be entitled to the benefits of §19 unless the Borrowers are notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply
with §6.2 as though it were a Bank. To the extent permitted by Law, so long as any Bank within 10
Business Days of selling any participation pursuant to this §21.4 notifies Ryder in writing of such
participation and the Participant thereunder, each such identified Participant also shall be
entitled to the benefits of §14 as though it were a Bank, provided such Participant agrees to be
subject to §28 as though it were a Bank.



     §21.5. Certain Pledges. Any Bank may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note, if any) to
secure obligations of such Bank, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Bank from any
of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party
hereto.



     §21.6. Special Purposes Funding Vehicle. Notwithstanding anything to the contrary
contained herein, any Bank (a “Granting Bank”) may grant to a special purpose funding vehicle which
is a wholly-owned subsidiary of such Granting Bank or an affiliate of such Granting Bank identified
as such in writing from time to time by the Granting Bank to the Administrative Agent and the
Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Bank would
otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such
option or otherwise fails to make all or any part of such Loan, the Granting Bank shall be
obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such
payment to the Administrative Agent as is required under §6.15(a). Each party hereto hereby agrees
that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the
costs or expenses or otherwise increase or change the obligations of the Borrower under this
Agreement (including its obligations under §§6.7, 6.8, 6.10 and 19), (ii) no SPC shall be liable
for any indemnity or similar payment obligation under this Agreement for which a Bank would be
liable, and (iii) the Granting Bank shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document, remain the Bank of
record hereunder. The making of a Loan by an SPC hereunder shall utilize the applicable Commitment
of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not
institute against, or join any other Person in









 



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instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or
liquidation proceeding under the Laws of the United States or any State thereof. Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to, but without prior
consent of the Borrowers and the Administrative Agent and without paying any processing fee
therefor, assign all or any portion of its right to receive payment with respect to any Loan to the
Granting Bank and (ii) disclose on a confidential basis any non-public information relating to its
funding of Loans to any rating agency, commercial paper dealer or provider of any surety or
guarantee or credit or liquidity enhancement to such SPC.



     §21.7. Reserved.



     §21.8. Resignation of Issuing Bank or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time the Issuing Bank assigns
all of its Commitments and Loans pursuant to §21.2, the Issuing Bank may, upon 45 days’ notice to
the Borrowers and the Banks, resign in its capacity as the Issuing Bank. In the event of any such
resignation as Issuing Bank, Ryder, with the consent of the Administrative Agent, shall be entitled
to appoint from among the Domestic Banks a successor Issuing Bank hereunder; provided, however,
that no failure by Ryder to appoint any such successor shall affect the resignation of the Issuing
Bank. If the Issuing Bank resigns in such capacity, it shall retain all the rights and obligations
of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as Issuing Bank and all L/C Obligations with respect thereto (including the
right to require the Domestic Banks to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to §4.3).



     Notwithstanding anything to the contrary contained herein, if at any time a Swing Line Lender
assigns all of its Commitments and Loans pursuant to §21.2, such Swing Line Lender may, (i) upon 45
days’ notice to the Borrowers and the Banks, resign in its capacity as a Swing Line Lender. In the
event of any such resignation as a Swing Line Lender, Ryder, with the consent of the Administrative
Agent (such consent not to be unreasonably withheld), shall be entitled to appoint from among the
applicable Banks a successor Swing Line Lender hereunder; provided, however, that
no failure by Ryder to appoint any such successor shall affect the resignation of such Bank as a
Swing Line Lender. If a Swing Line Lender resigns in such capacity, it shall retain all the rights
of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation, including the right to require the Banks
to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to
§§2.12, 2.13 and 2.14 herein.



     Upon the appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring Issuing Bank or Swing Line Lender, as the case may be, and (b) the successor Issuing Bank
shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to
effectively assume the obligations of such retiring Issuing Bank with respect to such Letters of
Credit.



     §22. PARTIES IN INTEREST. All the terms of this Agreement and the other Loan
Documents shall be binding upon and inure to the benefit of and be enforceable by the respective









 



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successors and assigns of the parties hereto and thereto; provided, that the Borrowers
shall not assign or transfer their rights or obligations hereunder or thereunder without the prior
written consent of each of the Banks.



     §23. NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.



     §23.1. Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone, and except as provided in §23.2 below, all notices
and other communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopier as follows,
and all notices and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:




     (a) if to a Borrower, any Agent, the Issuing Bank or a Swing Line Lender, to the
address, telecopier number, electronic mail address or telephone number specified for such
Person on Schedule 23.1; and




     (b) if to any other Bank, to the address, telecopier number, electronic mail address or
telephone number specified in its Administrative Questionnaire.



Notices and other communications sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received; notices and other
communications sent by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient). Notices and other communications
delivered through electronic communications to the extent provided in §23.2 below, shall be
effective as provided in such §23.2.



     §23.2. Electronic Communications. Notices, requests and other communications
(including any notices or requests under §§ 2, 3 or 4, but excluding for service of process) to the
Banks and the Issuing Bank hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agents,
provided that the foregoing shall not apply to notices to any Bank or Issuing Bank pursuant
to §§2, 3 or 4 if such Bank or Issuing Bank, as applicable, has notified the Agents that it is
incapable of receiving notices under such Sections by electronic communication. The Agents or
Ryder may, in its discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it, provided that approval of
such procedures may be limited to particular notices or communications.



     Unless the Agents otherwise prescribe, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is not sent
during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next business day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be deemed received upon
the deemed receipt by the intended recipient at its e-mail address as described in









 



131



the foregoing clause (i) of notification that such notice or communication is available and
identifying the website address therefor.



     §23.3. The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Agents or any of its Related Parties
(collectively, the “Agent Parties”) have any liability to any Borrower, any Bank, the Issuing Bank
or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of any Borrower’s or any Agent’s transmission of Borrower
Materials through the Internet, except to the extent that such losses, claims, damages, liabilities
or expenses are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent Party;
provided, however, that in no event shall any Agent Party have any liability to any
Borrower, any Bank, the Issuing Bank or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).



     §23.4. Change of Address, Etc. Each of the Borrowers, the Agents, the Issuing Bank
and the Swing Line Lenders may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the other parties hereto. Each other Bank may change
its address, telecopier or telephone number for notices and other communications hereunder by
notice to Ryder, the Agents, the Issuing Bank and the Swing Line Lenders. In addition, each Bank
agrees to notify the Agents from time to time to ensure that the Agents have on record (i) an
effective address, contact name, telephone number, telecopier number and electronic mail address to
which notices and other communications may be sent and (ii) accurate wire instructions for such
Bank. Furthermore, each Public Bank agrees to cause at least one individual at or on behalf of
such Public Bank to at all times have selected the “Private Side Information” or similar
designation on the content declaration screen of the Platform in order to enable such Public Bank
or its delegate, in accordance with such Public Bank’s compliance procedures and applicable Law,
including United States Federal and state securities laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that
may contain material non-public information with respect to the Borrowers or their securities for
purposes of United States Federal or state securities laws.



     §23.5. Reliance by Agents, Issuing Bank and Banks. The Agents, the Issuing Bank and
the Banks shall be entitled to rely and act upon any notices (including telephonic Loan Requests
and Swing Line Loan Requests) purportedly given by or on behalf of any Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. Ryder shall indemnify the









 



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Agents, the Issuing Bank, each Bank and the Related Parties of each of them from all losses,
costs, expenses and liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of any Borrower. All telephonic notices to and other telephonic
communications with the Agents may be recorded by the Agents, and each of the parties hereto hereby
consents to such recording.



     §23A. NO WAIVER; CUMULATIVE REMEDIES; ENFORCEMENT. No failure by any Bank or any
Agent or any Borrower to exercise, and no delay by any such Person in exercising, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by Law.



     Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the
Borrowers or any guarantor hereunder or any of them shall be vested exclusively in, and all actions
and proceedings at Law in connection with such enforcement shall be instituted and maintained
exclusively by, the Administrative Agent (who shall act, subject to §16, at the direction of the
Majority Banks (or such other number or percentage of the Banks as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary) if, and to the extent, so
directed) for the benefit of all the Banks, the Agents and the Issuing Bank; provided,
however, that the foregoing shall not prohibit (a) any of the Agents from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its capacity as an Agent)
hereunder and under the other Loan Documents, (b) the Issuing Bank or any Swing Line Lender from
exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing
Bank or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c)
any Bank from exercising setoff rights in accordance with §14 (subject to the terms of §6.1), or
(d) any Bank from filing proofs of claim or appearing and filing pleadings on its own behalf during
the pendency of a proceeding relative to any Borrower or guarantor under any Debtor Relief Law; and
provided, further, that if at any time there is no Person acting as Administrative Agent,
Canadian Agent or U.K. Agent, as applicable, hereunder and under the other Loan Documents, then (i)
the Majority Banks shall have the rights otherwise ascribed to such Agent pursuant to this §23A and
(ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and
subject to §6.1, any Bank may, with the consent of the Majority Banks, enforce any rights and
remedies available to it and as authorized by the Majority Banks.



     §24. MISCELLANEOUS. The rights and remedies herein expressed are cumulative and not
exclusive of any other rights which the Banks, the Issuing Bank, the Administrative Agent or the
Agents would otherwise have. The captions in this Agreement are for convenience of reference only
and shall not define or limit the provisions hereof. This Agreement and any amendment hereof may
be executed in several counterparts and by each party on a separate counterpart, each of which when
so executed and delivered shall be an original, but all of which together shall constitute one
instrument. In proving this Agreement it shall not be necessary to produce or account for more
than one such counterpart signed by the party against whom enforcement is sought. To the extent
permitted by Law, no course of dealing or delay or









 



133


omission on the part of any of the Banks or the Agents in exercising any right shall operate
as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrowers
shall entitle the Borrowers to other or further notice or demand in similar or other circumstances.



     §25. WAIVER OF JURY TRIAL; ETC. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION



     §26. GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS. THIS AGREEMENT AND EACH OF THE
OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL
PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW
§5-1401)). EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY,
TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT, ANY BANK OR THE
ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH
OF THE U.K. BORROWERS, THE CANADIAN BORROWERS AND RYDER PR HEREBY IRREVOCABLY APPOINTS RYDER AS ITS
AGENT FOR THE SERVICE OF PROCESS. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY









 



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PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



     §27. SEVERABILITY. The provisions of this Agreement are severable and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision,
or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.



     §28. PARI PASSU TREATMENT.




     (a) Notwithstanding anything to the contrary set forth herein, each payment or
prepayment of principal and interest received after the occurrence and during the
continuance of an Event of Default hereunder shall be distributed pari passu among the
Banks, in accordance with the aggregate outstanding principal amount of the Obligations
owing to each Bank divided by the aggregate outstanding principal amount of all Obligations.




     (b) Following the occurrence and during the continuance of any Event of Default, each
Bank agrees that if it shall, through the exercise of a right of banker’s lien, setoff or
counterclaim against any Borrower (pursuant to §14 or otherwise), including a secured claim
under Section 506 of the Bankruptcy Code or other security or interest arising from or in
lieu of, such secured claim, received by such Bank under any applicable bankruptcy,
insolvency or other similar Law or otherwise, obtain payment (voluntary or involuntary) in
respect of the Notes, Loans, Bankers’ Acceptances, Letters of Credit, L/C Obligations and
other Obligations held by it as a result of which the unpaid principal portion of the Notes
and the Obligations held by it shall be proportionately less than the unpaid principal
portion of the Notes and Obligations held by any other Bank, it shall be deemed to have
simultaneously purchased from such other Bank a participation in the Notes and Obligations
held by such other Bank, so that the aggregate unpaid principal amount of the Notes,
Obligations and participations in Notes and Obligations held by each Bank shall be in the
same proportion to the aggregate unpaid principal amount of the Notes and Obligations then
outstanding as the principal amount of the Notes and other Obligations held by it prior to
such exercise of banker’s lien, setoff or counterclaim was to the principal amount of all
Notes and other Obligations outstanding prior to such exercise of banker’s lien, setoff or
counterclaim; provided, however, that if any such purchase or purchases or
adjustments shall be made pursuant to this §28 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the
extent of such recovery and the purchase price or prices or adjustments restored without
interest.




     (c) Following the occurrence and during the continuance of any Event of Default and
unless and until the effectiveness of a transfer of Commitments pursuant to §28(d), each
Bank agrees that it shall be deemed to have, automatically upon the occurrence of such Event
of Default, purchased from each other Bank a participation in the risk associated with the
Notes and Obligations held by such other Bank, so that the aggregate principal amount of the
Notes and Obligations held by each Bank shall be









 



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equivalent to such Bank’s Total Commitment Percentage. Upon demand by the
Administrative Agent, made at the request of the Majority Banks, each Bank that has
purchased such participation (a “Purchasing Bank”) shall pay the amount of such
participation to the Administrative Agent for the account of each Bank whose outstanding
Loans and participations in Bankers’ Acceptances and L/C Obligations exceed their Total
Commitment Percentages. Any such participation may, at the option of such Purchasing Bank,
be paid in Dollars, Canadian Dollars, Sterling or Euros (the “Funding Currency”) (in an
amount equal to the then applicable Dollar Equivalent, Canadian Dollar Equivalent, Sterling
Equivalent or Euro Equivalent, as the case may be, amount of such participation) and such
payment shall be converted by the Administrative Agent at the Exchange Rate into the
currency of the Loan, Bankers’ Acceptance or L/C Obligation in which such participation is
being purchased. The Borrowers agree to indemnify each Purchasing Bank for any loss, cost
or expense incurred by such Purchasing Bank as a result of entering into any reasonable
hedging arrangements between the Funding Currency and the currency of the Loan, Bankers’
Acceptance or L/C Obligation in which such participation is being purchased in connection
with the funding of such participation or as a result of any payment on account of such
participation in a currency other than that funded by the Purchasing Bank.




     (d) Upon the written instruction of the Majority Banks, the Total U.K. Commitment,
Total Canadian Commitment and the Total PR Commitment shall be immediately transferred by
the Borrowers to the Total Domestic Commitment; provided that (i) no such transfer of
Commitments shall occur until the date of the acceleration of the Obligations pursuant to
§13.1 and (ii) prior to requesting any such transfer of Commitments, the Agents and the
Banks shall utilize their reasonable best efforts to avoid the imposition of withholding tax
liability on Ryder which would arise as a result of any such transfer of Commitments
(including, without limitation, to the extent useful, the use of participations pursuant to
§28(c) and the use of fronting banks in the United Kingdom and Canada). Upon the
effectiveness of any such transfer the outstanding U.K. Loans, Canadian Loans and PR Loans
shall be repaid with advances made to Ryder under the Domestic Commitments, advanced by the
Banks in such manner that after giving effect thereto, the percentage of the outstanding
Loans, Bankers’ Acceptances and L/C Obligation of each Bank will equal such Bank’s Total
Commitment Percentage of all outstanding Loans, Bankers’ Acceptances and L/C Obligations.




     (e) Each Borrower expressly consents to the foregoing arrangements and agrees that any
Person holding such a participation in the Notes and the Obligations deemed to have been so
purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with
respect to any and all moneys owing by such Borrower to such Person as fully as if such
Person had made a Loan directly to such Borrower in the amount of such participation.



     §29. CONFIDENTIAL INFORMATION.



     Each of the Agents, the Banks and the Issuing Bank agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a) to its Affiliates
and to its and its Affiliates’ respective directors, officers, employees, agents, trustees,









 



136


advisors and representatives (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential in accordance with the terms herein), (b) to the extent requested by any
regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to the extent required
by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other
party hereto, (e) to the extent necessary in connection with the exercise of any remedies hereunder
or under any other Loan Document or any action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
or obligations under this Agreement or any Eligible Assignee or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to a Borrower and its
obligations, (g) with the consent of Ryder or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section by such Agent, Bank or
Issuing Bank or (y) becomes available to the Administrative Agent, any Bank, the Issuing Bank or
any of their respective Affiliates on a nonconfidential basis from a source other than Ryder which
is authorized to disclose such Information. In the case of (b) (except disclosure to governmental
banking regulatory authorities) or (c) of this paragraph, the applicable Agent or Bank or the
Issuing Bank shall, to the extent practicable and legally permissible, provide prompt written
notice to Ryder so that Ryder may have the opportunity to contest such disclosure and such Agent or
Bank or the Issuing Bank shall use reasonable efforts within Law to maintain the confidentiality of
such Information.



     Except as otherwise agreed to herein or in any of the other Loan Documents, each of the
Agents, the Issuing Bank and each Bank agrees that it will not, and it will use their best efforts
to cause its agents, employees, advisors or any other Persons retained or engaged by such Agent or
any such Bank, as the case may be (collectively, “Advisors”), not to, issue or release for external
publication any article or advertising or publicity matter relating to the transactions
contemplated by this Agreement without the prior written consent of Ryder.



     For purposes of this Section, “Information” means all information received from Ryder or any
Subsidiary relating to Ryder or any Subsidiary or any of their respective businesses, whether oral
or written, including, without limitation, all data, reports, interpretations, forecasts and
records, regardless of storage and transmission media or source, and all information derived,
directly or indirectly, therefrom, which such Person or its Advisors obtains or to which such
Person or its Advisors shall be afforded access in connection with the transactions contemplated by
this Agreement or any of the other Loan Documents, but other than any such information that is
available to the Administrative Agent, any Bank or the Issuing Bank on a nonconfidential basis
prior to disclosure by Ryder or any Subsidiary. Any such Information shall be held and treated by
such Person in utmost and strictest confidence, and shall not, without the prior written consent of
Ryder (which consent may be given or withheld in Ryder’s sole discretion), be disclosed by such
Person or any manner whatsoever, in whole or in part, or used by such Person, other than in
accordance with this Section, and such Person shall use its best efforts to cause its Advisors to
hold and treat such Information in utmost and strictest confidence and not to disclose or use such
Information other than in accordance with this Section Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to









 



137


have complied with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would accord to its own
confidential information.



     Each of the Administrative Agent, the Banks and the Issuing Bank acknowledges that (a) the
Information may include material non-public information concerning Ryder or a Subsidiary, as the
case may be, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with
applicable Law, including United States Federal and state securities laws.



     §30. USA PATRIOT ACT NOTICE.



     Each Bank, each Issuing Bank and each Agent (for itself and not on behalf of any Bank or
Issuing Bank) that is subject to the Act (as hereinafter defined) and each of the Agents (for
itself and not on behalf of any Bank) hereby notifies each of the Borrowers that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies the
Borrowers, which information includes the name and address of each Borrower and other information
that will allow such Bank, Issuing Bank or such Agent, as applicable, to identify such Borrower in
accordance with the Act. Each Borrower shall, promptly following a request by the Agents, any Bank
or Issuing Bank, provide all documentation and other information that the Agent, such Bank or
Issuing Bank requests in order to comply with its ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the Act.



     §31. NO ADVISORY OR FIDUCIARY RESPONSIBILITY. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), each Borrower and each guarantor hereunder
acknowledges and agrees, that: (i) (A) the arranging and other services regarding this Agreement
provided by the Agents and the Joint Lead Arrangers are arm’s-length commercial transactions
between such Borrower, each guarantor hereunder and their respective Affiliates, on the one hand,
and the Agents and the Joint Lead Arrangers, on the other hand, (B) each of such Borrower and
guarantor hereunder has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate, and (C) such Borrower and guarantor hereunder is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) the Agents and the Joint Lead
Arrangers each is and has been acting solely as a principal and, except as expressly agreed in
writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent
or fiduciary for such Borrower, any guarantor hereunder or any of their respective Affiliates, or
any other Person and (B) neither the Agents nor the Joint Lead Arrangers has any obligation to such
Borrower, any guarantor hereunder or any of their respective Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth herein and in the
other Loan Documents; and (iii) the Agents and the Joint Lead Arrangers and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of such Borrower, the guarantors hereunder and their respective Affiliates, and neither the
Agents nor the Joint Lead Arrangers has any obligation to disclose any of such interests to the
Borrowers, any guarantor









 



138


hereunder or any of their respective Affiliates. To the fullest extent permitted by Law, each
of the Borrowers and the guarantors hereunder hereby waives and releases any claims that it may
have against the Agents and the Joint Lead Arrangers with respect to any breach or alleged breach
of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.



[remainder of page intentionally left blank]










 



139


     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first set
forth above.



	 	 	 	 	 
	 	RYDER SYSTEM, INC.

 	 
	 	By:  	/s/ W. Daniel Susik
 	 
	 	 	Name:  	W. Daniel Susik 	 
	 	 	Title:  	Senior Vice President - Finance and
Treasurer 	 
	 
	 	RYDER TRUCK RENTAL CANADA LTD.

 	 
	 	By:  	/s/ W. Daniel Susik
 	 
	 	 	Name:  	W. Daniel Susik 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 	RYDER TRUCK RENTAL HOLDINGS CANADA LTD.

 	 
	 	By:  	/s/ W. Daniel Susik
 	 
	 	 	Name:  	W. Daniel Susik 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 	RYDER LIMITED

 	 
	 	By:  	/s/ Calene F. Candela
 	 
	 	 	Name:  	Calene F. Candela 	 
	 	 	Title:  	Director 	 
	 
	 	RYDER SYSTEM HOLDINGS (U.K.) LIMITED

 	 
	 	By:  	/s/ Calene F. Candela
 	 
	 	 	Name:  	Calene F. Candela 	 
	 	 	Title:  	Director 	 
	 
	 	RYDER PUERTO RICO, INC.

 	 
	 	By:  	/s/ W. Daniel Susik
 	 
	 	 	Name:  	W. Daniel Susik 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 



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140







	 	 	 	 	 
	 	Bank of America, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Judith A. Huckins
 	 
	 	 	Name:  	Judith A. Huckins 	 
	 	 	Title:  	Vice President 	 
	 



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141



	 	 	 	 	 
	 	Bank of America, N.A., as Issuing Bank

 	 
	 	By:  	/s/ Judith A. Huckins
 	 
	 	 	Name:  	Judith A. Huckins 	 
	 	 	Title:  	Vice President 	 
	 




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142



	 	 	 	 	 
	 	Bank of America, N.A., as Domestic Bank

 	 
	 	By:  	/s/ Judith A. Huckins
 	 
	 	 	Name:  	Judith A. Huckins 	 
	 	 	Title:  	Vice President 	 
	 




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143



	 	 	 	 	 
	 	Bank of America, N.A., as Domestic Swing Line Lender

 	 
	 	By:  	/s/ Judith A. Huckins
 	 
	 	 	Name:  	Judith A. Huckins 	 
	 	 	Title:  	Vice President 	 
	 




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144



	 	 	 	 	 
	 	Bank of America, N.A., as U.K. Bank

 	 
	 	By:  	/s/ Judith A. Huckins
 	 
	 	 	Name:  	Judith A. Huckins 	 
	 	 	Title:  	Vice President 	 
	 




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145



	 	 	 	 	 
	 	Bank of America, N.A., as PR Bank

 	 
	 	By:  	/s/ Judith A. Huckins
 	 
	 	 	Name:  	Judith A. Huckins 	 
	 	 	Title:  	Vice President 	 
	 




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146



	 	 	 	 	 
	 	The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Domestic

Bank

 	 
	 	By:  	/s/ Harumi Kambara
 	 
	 	 	Name:  	Harumi Kambara 	 
	 	 	Title:  	Authorized Signatory 	 
	 




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147



	 	 	 	 	 
	 	Mizuho Corporate Bank, Ltd., as Domestic Bank

 	 
	 	By:  	/s/ Robert Gallagher
 	 
	 	 	Name:  	Robert Gallagher 	 
	 	 	Title:  	Authorized Signatory 	 
	 




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148



	 	 	 	 	 
	 	Mizuho Corporate Bank, Ltd., as Canadian Bank

 	 
	 	By:  	/s/ Robert Gallagher
 	 
	 	 	Name:  	Robert Gallagher 	 
	 	 	Title:  	Authorized Signatory 	 
	 




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149



	 	 	 	 	 
	 	Mizuho Corporate Bank, Ltd., as U.K. Bank

 	 
	 	By:  	/s/ Robert Gallagher
 	 
	 	 	Name:  	Robert Gallagher 	 
	 	 	Title:  	Authorized Signatory 	 
	 




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150



	 	 	 	 	 
	 	The Royal Bank of Scotland plc,

as Domestic Bank

 	 
	 	By:  	/s/ Angela Reilly
 	 
	 	 	Name:  	Angela Reilly 	 
	 	 	Title:  	Managing Director 	 
	 




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151



	 	 	 	 	 
	 	The Royal Bank of Scotland plc,

as Domestic Swing Line Lender

 	 
	 	By:  	/s/ Angela Reilly
 	 
	 	 	Name:  	Angela Reilly 	 
	 	 	Title:  	Managing Director 	 
	 




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152



	 	 	 	 	 
	 	The Royal Bank of Scotland plc, as U.K. Agent

 	 
	 	By:  	/s/ Angela Reilly
 	 
	 	 	Name:  	Angela Reilly 	 
	 	 	Title:  	Managing Director 	 
	 




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153



	 	 	 	 	 
	 	The Royal Bank of Scotland plc, as U.K. Bank

 	 
	 	By:  	/s/ Angela Reilly
 	 
	 	 	Name:  	Angela Reilly 	 
	 	 	Title:  	Managing Director 	 
	 




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154



	 	 	 	 	 
	 	Wells Fargo Bank, National Association, as Domestic

Bank

 	 
	 	By:  	/s/ Kevin R. Combs
 	 
	 	 	Name:  	Kevin R. Combs 	 
	 	 	Title:  	Senior Vice President 	 
	 




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155



	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as Domestic Bank

 	 
	 	By:  	/s/ Meredith Majesty
 	 
	 	 	Name:  	Meredith Majesty 	 
	 	 	Title:  	Authorized Signatory 	 
	 




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156



	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as Canadian Agent

 	 
	 	By:  	/s/ Renuka Gnanaswaran
 	 
	 	 	Name:  	Renuka Gnanaswaran 	 
	 	 	Title:  	Manager, Agency 	 
	 




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157



	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as Canadian Bank

 	 
	 	By:  	/s/ Matthew Balicki
 	 
	 	 	Name:  	Matthew Balicki 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 




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158



	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as Canadian Swing Line Lender

 	 
	 	By:  	/s/ Matthew Balicki
 	 
	 	 	Name:  	Matthew Balicki 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 




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159



	 	 	 	 	 
	 	SunTrust Bank, as Domestic Bank

 	 
	 	By:  	/s/ Tesha Winslow
 	 
	 	 	Name:  	Tesha Winslow 	 
	 	 	Title:  	Portfolio Manager 	 
	 




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160



	 	 	 	 	 
	 	BNP Paribas, as Domestic Bank

 	 
	 	By:  	/s/ Michael Shryock
 	 
	 	 	Name:  	Michael Shryock 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Michael Pearce
 	 
	 	 	Name:  	Michael Pearce 	 
	 	 	Title:  	Director 	 
	 




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161



	 	 	 	 	 
	 	The Bank of New York Mellon, as Domestic Bank

 	 
	 	By:  	/s/ Clifford A. Mull
 	 
	 	 	Name:  	Clifford A. Mull 	 
	 	 	Title:  	First Vice President 	 
	 




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162



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Domestic Bank

 	 
	 	By:  	/s/ Edward B. Hanson
 	 
	 	 	Name:  	Edward B. Hanson 	 
	 	 	Title:  	Assistant Vice President 	 
	 




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163



	 	 	 	 	 
	 	Regions Bank, as Domestic Bank

 	 
	 	By:  	/s/ Stephen Hanas
 	 
	 	 	Name:  	Stephen Hanas 	 
	 	 	Title:  	Senior Vice President 	 
	 




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164



	 	 	 	 	 
	 	Citibank, N.A., as Domestic Bank

 	 
	 	By:  	/s/ Lewis Fisher
 	 
	 	 	Name:  	Lewis Fisher 	 
	 	 	Title:  	Vice President 	 
	 




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165



	 	 	 	 	 
	 	Comerica Bank, as Domestic Bank

 	 
	 	By:  	/s/ Gerard R. Finney, Jr.
 	 
	 	 	Name:  	Gerard R. Finney, Jr. 	 
	 	 	Title:  	Vice President 	 
	 




[Signature Page to Ryder System, Inc. Credit Agreement]


















 






Schedule 1




All amounts are in U.S. Dollars




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Domestic	 	 	 	 	 	 	 	 	Canadian	 	 	 	 	 	 	 	 	U.K.	 	 	 	 	 	 	 	 	P.R.	 	 	 	 	 	 	 	 	Total 	 	 
	 	 	 	 	Domestic	 	 	 	Commitment	 	 	 	Canadian	 	 	 	Commitment	 	 	 	U.K.	 	 	 	Commitment	 	 	 	P.R.	 	 	 	Commitment	 	 	 	Total	 	 	 	Commitment	 	 
	 	BANK	 	 	Commitment	 	 	 	Percentage	 	 	 	Commitment	 	 	 	Percentage	 	 	 	Commitment	 	 	 	Percentage	 	 	 	Commitment	 	 	 	Percentage	 	 	 	Commitment	 	 	 	Percentage	 	 
	 	Bank of America, N.A.*

(Domestic Commitment)


Bank of America, N.A.

(U.K. Commitment) 


Bank of America, N.A.

(PR Commitment)
	 	 	$	78,000,000.00	 	 	 	 	11.386861314	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	25,000,000.00	 	 	 	 	27.777777778	%	 	 	$	10,000,000.00	 	 	 	 	100.000000000	%	 	 	$	113,000,000.00	 	 	 	 	12.914285714	%	 
	 	The Bank of Tokyo-Mitsubishi UFJ,
Ltd., New York Branch
	 	 	$	113,000,000.00	 	 	 	 	16.496350365	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	113,000,000.00	 	 	 	 	12.914285714	%	 
	 	Mizuho Corporate Bank, Ltd.

(Domestic Commitment)


Mizuho Corporate Bank, Ltd.

(Canadian Commitment) 


Mizuho Corporate Bank, Ltd.
(U.K. Commitment)
	 	 	$	63,000,000.00	 	 	 	 	9.197080292	%	 	 	$	30,000,000.00	 	 	 	 	33.333333333	%	 	 	$	20,000,000.00	 	 	 	 	22.222222222	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	113,000,000.00	 	 	 	 	12.914285714	%	 
	 	Royal Bank of Scotland plc*

(Domestic Commitment) 


Royal Bank of Scotland plc

(U.K. Commitment)
	 	 	$	68,000,000.00	 	 	 	 	9.927007299	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	45,000,000.00	 	 	 	 	50.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	113,000,000.00	 	 	 	 	12.914285714	%	 
	 	Wells Fargo Bank, National Association
	 	 	$	113,000,000.00	 	 	 	 	16.496350365	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	113,000,000.00	 	 	 	 	12.914285714	%	 
	 	Royal Bank of Canada

(Domestic Commitment) 


Royal Bank of Canada

(Canadian Commitment)
	 	 	$	10,000,000.00	 	 	 	 	1.459854015	%	 	 	$	60,000,000.00	 	 	 	 	66.666666667	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	70,000,000.00	 	 	 	 	8.000000000	%	 
	 	SunTrust Bank
	 	 	$	70,000,000.00	 	 	 	 	10.218978102	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	70,000,000.00	 	 	 	 	8.000000000	%	 
	 	BNP Paribas
	 	 	$	35,000,000.00	 	 	 	 	5.109489051	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	35,000,000.00	 	 	 	 	4.000000000	%	 
	 	The Bank of New York Mellon
	 	 	$	35,000,000.00	 	 	 	 	5.109489051	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	35,000,000.00	 	 	 	 	4.000000000	%	 
	 	US Bank National Association
	 	 	$	35,000,000.00	 	 	 	 	5.109489051	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	35,000,000.00	 	 	 	 	4.000000000	%	 
	 	Regoins Bank
	 	 	$	25,000,000.00	 	 	 	 	3.649635036	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	25,000,000.00	 	 	 	 	2.857142857	%	 
	 	Citibank, N.A.
	 	 	$	20,000,000.00	 	 	 	 	2.919708029	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	20,000,000.00	 	 	 	 	2.285714286	%	 
	 	Comerica Bank
	 	 	$	20,000,000.00	 	 	 	 	2.919708029	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	0.00	 	 	 	 	0.000000000	%	 	 	$	20,000,000.00	 	 	 	 	2.285714286	%	 
	 	Total:
	 	 	$	685,000,000.00	 	 	 	 	100.000000000	%	 	 	$	90,000,000.00	 	 	 	 	100.000000000	%	 	 	$	90,000,000.00	 	 	 	 	100.000000000	%	 	 	$	10,000,000.00	 	 	 	 	100.000000000	%	 	 	$	875,000,000.00	 	 	 	 	100.000000000	%	 
	 







 




			
	*	 	On the Closing Date, each of Bank of America N.A. and Royal Bank of Scotland plc have a Domestic Swing Line Commitment of $50,000,000. The Domestic Swing Line Commitment is part of, and not in addition
to, the Total Domestic Commitment.


















 





EXHIBIT A-1




[FORM OF]

DOMESTIC NOTE




			
	$_______________
	 	as of April 30, 2009






     FOR VALUE RECEIVED, the undersigned, RYDER SYSTEM, INC., a Florida corporation (“Ryder”),
hereby absolutely and unconditionally promises to pay to the order of [INSERT NAME OF PAYEE BANK]
(the “Bank”), without offset or counterclaim, at the head office of Bank of America, N.A., as
Administrative Agent, at 101 North Tryon Street, Charlotte, NC 28255:



     (a) on the Maturity Date, the principal amount of _______________DOLLARS ($_______________) or,
if less, the then outstanding aggregate unpaid principal amount of Domestic Loans made by the Bank
to Ryder pursuant to the Global Revolving Credit Agreement, dated as of April 30, 2009 (as amended,
modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and
among (i) Ryder, Ryder Truck Rental Holdings Canada Ltd., Ryder Truck Rental Canada Ltd., Ryder
Limited, Ryder System Holdings (U.K.) Limited, Ryder Puerto Rico, Inc., (ii) the lending
institutions identified as Banks therein, (iii) Bank of America, N.A., as Administrative Agent for
the Banks, (iv) Royal Bank of Canada, as Canadian Agent for the Banks and (v) The Royal Bank of
Scotland plc, as United Kingdom Agent for the Banks, with Banc of America Securities LLC and RBS
Securities Inc., each acting as a lead arranger and book manager; and



     (b) interest on the principal balance hereof from time to time outstanding from and including
the date hereof to but not including the date on which such principal amount is paid in full, at
the times and at the rates provided in the Credit Agreement, subject however to the provisions of
§6.12 of the Credit Agreement.



     This Domestic Note evidences borrowings under, is subject to the terms and conditions of, and
has been issued by Ryder in accordance with, the Credit Agreement and is one of the Domestic Notes
referred to therein. The Bank and any holder hereof are entitled to the benefits of the Credit
Agreement and may enforce the agreements of Ryder contained therein, and any holder hereof may
exercise the respective remedies provided for thereby or otherwise available in respect thereof,
all in accordance with the respective terms thereof. All capitalized terms used in this Domestic
Note and not otherwise defined herein shall have the same meanings herein as in the Credit
Agreement.



     The Bank may endorse, and is hereby irrevocably authorized by Ryder to endorse, on its records
and/or on the schedule attached to this Domestic Note or a continuation of such schedule attached
hereto and made a part hereof, an appropriate notation evidencing
advances to Ryder and repayments of principal by Ryder of this Domestic Note, provided









 



-2-

that
failure by the Bank to make any such notations or any error therein shall not affect any of Ryder’s
obligations or the validity of any repayments made by Ryder in respect of this Domestic Note.




     Ryder has the right in certain circumstances and the obligation in certain other circumstances
to prepay the whole or part of the principal of this Domestic Note on the terms and conditions
specified in the Credit Agreement.



     If any one or more Events of Default shall occur, the entire unpaid principal amount of this
Domestic Note and all of the unpaid interest accrued thereon may become or be declared due and
payable in the manner and with the effect provided in the Credit Agreement.



     Ryder and every endorser of this Domestic Note or the obligation represented hereby waive
presentment, demand, notice, protest, notice of intent to accelerate, notice of acceleration and
all other demands and notices in connection with the delivery, acceptance, performance, default or
enforcement of this Domestic Note and assent to any extension or postponement of the time of
payment or any other indulgence, to any substitution, exchange or release of collateral and to the
addition or release of any other party or person primarily or secondarily liable.



     THIS DOMESTIC NOTE AND THE OBLIGATIONS OF RYDER HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE
TO CONFLICTS OR CHOICE OF LAW OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401). TO THE
EXTENT PERMITTED BY APPLICABLE LAW, EACH OF RYDER AND THE BANK, BY ITS ACCEPTANCE OF THIS NOTE,
HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS DOMESTIC NOTE AND THE OBLIGATIONS OF RYDER HEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.









 



-3-


     IN WITNESS WHEREOF, the undersigned has caused this Domestic Note to be signed on its behalf
by its duly authorized officer as of the day and year first above written.



	 	 	 	 	 
	 	RYDER SYSTEM, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 




SCHEDULE TO DOMESTIC NOTE OF RYDER SYSTEM, INC. DATED AS OF APRIL 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	Balance of	 	 	 	 
	 	 	 	 	 	 	 	Amount of	 	 	Paid or	 	 	Principal	 	 	Notation	 
	 	Date	 	 	Loan Type	 	 	Loan	 	 	Prepaid	 	 	Unpaid	 	 	Made By	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 












 



 




EXHIBIT A-2




[FORM OF]

CANADIAN NOTE




			
	$_______________
or the Canadian Dollar Equivalent thereof
	 	as of April 30, 2009







     FOR VALUE RECEIVED, the undersigned, RYDER TRUCK RENTAL HOLDINGS CANADA LTD., a corporation
organized under the laws of Canada (“Ryder Holdings Canada”), and RYDER TRUCK RENTAL CANADA LTD., a
corporation organized under the laws of Canada (“Ryder Canada” and together with Ryder Holdings
Canada, the “Canadian Borrowers”), hereby, jointly and severally, absolutely and unconditionally
promise to pay to the order of [INSERT NAME OF PAYEE BANK] (the “Bank”), without offset or
counterclaim, at the designated office of Royal Bank of Canada, as Canadian Agent, at Agency
Services Group, Royal Bank Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South Tower,
Toronto, Ontario M5J 2W7:



     (a) on the Maturity Date, the principal amount of _______________DOLLARS ($_______________) (or
the Canadian Dollar Equivalent thereof in the case of any Loan made in Canadian Dollars) or, if
less, the then outstanding aggregate unpaid principal amount of Canadian Loans made by the Bank to
the Canadian Borrowers pursuant to the Global Revolving Credit Agreement, dated as of April 30,
2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit
Agreement”), by and among (i) Ryder System, Inc., Ryder Holdings Canada, Ryder Canada, Ryder
Limited, Ryder System Holdings (U.K.) Limited, Ryder Puerto Rico, Inc., (ii) the lending
institutions identified as Banks therein, (iii) Bank of America, N.A., as Administrative Agent for
the Banks, (iv) Royal Bank of Canada, as Canadian Agent for the Banks and (v) The Royal Bank of
Scotland plc, as United Kingdom Agent for the Banks, with Banc of America Securities LLC and RBS
Securities Inc., each acting as a lead arranger and book manager; and



     (b) interest on the principal balance hereof from time to time outstanding from and including
the date hereof to but not including the date on which such principal amount is paid in full, at
the times and at the rates provided in the Credit Agreement, subject however to the provisions of
§6.12 of the Credit Agreement.



     As provided in the Credit Agreement, the Canadian Loans evidenced by this Canadian Note may be
advanced in either U.S. Dollars or Canadian Dollars. Each of the Canadian Borrowers jointly and
severally promises to repay each Canadian Loan in the currency in which such Canadian Loan was
advanced.



     This Canadian Note evidences borrowings under, is subject to the terms and conditions of, and
has been issued by the Canadian Borrowers in accordance with, the
Credit Agreement and is one of the Canadian Notes referred to therein. The Bank and









 



-2-

any holder
hereof are entitled to the benefits of the Credit Agreement and may enforce the agreements of the
Canadian Borrowers contained therein, and any holder hereof may exercise the respective remedies
provided for thereby or otherwise available in respect thereof, all in accordance with the
respective terms thereof. All capitalized terms used in this Canadian Note and not otherwise
defined herein shall have the same meanings herein as in the Credit Agreement.




     The Bank may endorse, and is hereby irrevocably authorized by the Canadian Borrowers to
endorse, on its records and/or on the schedule attached to this Canadian Note or a continuation of
such schedule attached hereto and made a part hereof, an appropriate notation evidencing advances
to the Canadian Borrowers and repayments by the Canadian Borrowers of principal of this Canadian
Note, provided that failure by the Bank to make any such notations or any error therein
shall not affect any of the Canadian Borrowers’ obligations or the validity of any repayments made
by the Canadian Borrowers in respect of this Canadian Note.



     The Canadian Borrowers have the right in certain circumstances and the obligation in certain
other circumstances to prepay the whole or part of the principal of this Canadian Note on the terms
and conditions specified in the Credit Agreement.



     If any one or more Events of Default shall occur, the entire unpaid principal amount of this
Canadian Note and all of the unpaid interest accrued thereon may become or be declared due and
payable in the manner and with the effect provided in the Credit Agreement.



     Each of the Canadian Borrowers and every endorser of this Canadian Note or the obligation
represented hereby waives presentment, demand, notice, protest, notice of intent to accelerate,
notice of acceleration and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this Canadian Note and assents to any extension
or postponement of the time of payment or any other indulgence, to any substitution, exchange or
release of collateral and to the addition or release of any other party or person primarily or
secondarily liable.



     THIS CANADIAN NOTE AND THE OBLIGATIONS OF THE CANADIAN BORROWERS HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1401). TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE CANADIAN
BORROWERS AND THE BANK, BY ITS ACCEPTANCE OF THIS NOTE, HEREBY WAIVES ITS RIGHT TO A JURY TRIAL
WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS CANADIAN
NOTE AND THE OBLIGATIONS OF THE CANADIAN
BORROWERS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.









 



-3-

IN WITNESS WHEREOF, each of the undersigned has caused this Canadian Note to be signed on its
behalf by its duly authorized officer as of the day and year first above written.




	 	 	 	 	 
	 	RYDER TRUCK RENTAL HOLDINGS CANADA LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RYDER TRUCK RENTAL CANADA LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 




SCHEDULE TO CANADIAN NOTE OF RYDER TRUCK RENTAL HOLDINGS CANADA LTD. AND RYDER TRUCK RENTAL CANADA,

LTD., DATED AS OF APRIL 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	Balance of	 	 	 	 
	 	 	 	 	 	 	 	Amount of	 	 	Paid or	 	 	Principal	 	 	Notation	 
	 	Date	 	 	Loan Type	 	 	Loan	 	 	Prepaid	 	 	Unpaid	 	 	Made By	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 












 



 




EXHIBIT A-3




[FORM OF]

U.K. NOTE




			
	$_______________or the
	 	as of April 30, 2009
	 
	Sterling Equivalent or the 

Euro Equivalent thereof	 	 






     FOR VALUE RECEIVED, the undersigned, RYDER LIMITED, a corporation organized under the laws of
England and Wales (“Ryder Ltd.”) and RYDER SYSTEM HOLDINGS (U.K.) LIMITED, a corporation organized
under the laws of England and Wales (“RSH” and together with Ryder Ltd., the “U.K. Borrowers”),
hereby, jointly and severally, absolutely and unconditionally promise to pay to the order of
[INSERT NAME OF PAYEE BANK] (the “Bank”), without offset or counterclaim, at the head office of
Royal Bank of Scotland PLC, as U.K. Agent, at 2 1/2 Devonshire Square, London EC2M 4XJ, Depot Code
028:



     (a) on the Maturity Date, the principal amount of _______________DOLLARS ($_______________) (or
the Sterling Equivalent or the Euro Equivalent thereof in the case of any Loan made in Sterling or
Euros, respectively) or, if less, the then outstanding aggregate unpaid principal amount of U.K.
Loans made by the Bank to the U.K. Borrowers pursuant to the Global Revolving Credit Agreement,
dated as of April 30, 2009 (as amended, modified, supplemented or restated and in effect from time
to time, the “Credit Agreement”), by and among (i) Ryder System, Inc., Ryder Truck Rental Holdings
Canada Ltd., Ryder Truck Rental Canada Ltd., Ryder Ltd., RSH, Ryder Puerto Rico, Inc., (ii) the
lending institutions identified as Banks therein, (iii) Bank of America, N.A., as Administrative
Agent for the Banks, (iv) Royal Bank of Canada, as Canadian Agent for the Banks and (v) The Royal
Bank of Scotland plc, as United Kingdom Agent for the Banks, with Banc of America Securities LLC
and RBS Securities Inc., each acting as a lead arranger and book manager; and



     (b) interest on the principal balance hereof from time to time outstanding from and including
the date hereof to but not including the date on which such principal amount is paid in full, at
the times and at the rates provided in the Credit Agreement, subject however to the provisions of
§6.12 of the Credit Agreement.



     As provided in the Credit Agreement, the U.K. Loans evidenced by this U.K. Note may be
advanced in any of U.S. Dollars, Sterling or Euros. Each of the U.K. Borrowers jointly and
severally promises to repay each U.K. Loan in the currency in which such U.K. Loan was advanced.



     This U.K. Note evidences borrowings under, is subject to the terms and conditions of, and has
been issued by the U.K. Borrowers in accordance with, the Credit









 



-2-

Agreement and is one of the U.K.
Notes referred to therein. The Bank and any holder hereof are entitled to the benefits of the
Credit Agreement and may enforce the agreements of the U.K. Borrowers contained therein, and any
holder hereof may exercise the respective remedies provided for thereby or otherwise available in
respect thereof, all in accordance with the respective terms thereof. All capitalized terms used
in this U.K. Note and not otherwise defined herein shall have the same meanings herein as in the
Credit Agreement.




     The Bank may endorse, and is hereby irrevocably authorized by the U.K. Borrowers to endorse,
on its records and/or on the schedule attached to this U.K. Note or a continuation of such schedule
attached hereto and made a part hereof, an appropriate notation evidencing advances to the U.K.
Borrowers and repayments by the U.K. Borrowers of principal of this U.K. Note, provided
that failure by the Bank to make any such notations or any error therein shall not affect any of
the U.K. Borrowers’ obligations or the validity of any repayments made by the U.K. Borrowers in
respect of this U.K. Note.



     The U.K. Borrowers have the right in certain circumstances and the obligation in certain other
circumstances to prepay the whole or part of the principal of this U.K. Note on the terms and
conditions specified in the Credit Agreement.



     If any one or more Events of Default shall occur, the entire unpaid principal amount of this
U.K. Note and all of the unpaid interest accrued thereon may become or be declared due and payable
in the manner and with the effect provided in the Credit Agreement.



     Each of the U.K. Borrowers and every endorser of this U.K. Note or the obligation represented
hereby waives presentment, demand, notice, protest, notice of intent to accelerate, notice of
acceleration and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this U.K. Note and assents to any extension or postponement
of the time of payment or any other indulgence, to any substitution, exchange or release of
collateral and to the addition or release of any other party or person primarily or secondarily
liable.



     THIS U.K. NOTE AND THE OBLIGATIONS OF THE U.K. BORROWERS HEREUNDER SHALL FOR ALL PURPOSES BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION
5-1401). TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE U.K. BORROWERS AND THE BANK, BY
ITS ACCEPTANCE OF THIS NOTE, HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR
CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS U.K.



     NOTE AND THE OBLIGATIONS OF THE U.K. BORROWERS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS.









 



-2-


     IN WITNESS WHEREOF, each of the undersigned has caused this U.K. Note to be signed on its
behalf by its duly authorized officer as of the day and year first above written.



	 	 	 	 	 	 	 
	EXECUTED and DELIVERED as a DEED

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	RYDER LIMITED

	 	 	)	 	 	 
	acting by

	 	 	)	 	 	 






	 	 	 	 	 
	 	 
	By:  	 	 
	Title: 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 
	By:  	 	 
	Title: 	 	 	 
	 	 	 	 
	 




	 	 	 	 	 	 	 
	EXECUTED and DELIVERED as a DEED

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	RYDER SYSTEM HOLDINGS (U.K.) LIMITED

	 	 	)	 	 	 
	acting by

	 	 	)	 	 	 






	 	 	 	 	 
	 	 
	By:  	 	 
	Title: 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 
	By:  	 	 
	Title: 	 	 	 
	 	 	 	 
	 









 



-3-




SCHEDULE TO U.K. NOTE OF RYDER LIMITED AND RYDER SYSTEM

HOLDINGS (U.K.) LIMITED, DATED AS OF APRIL 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	Balance of	 	 	 	 
	 	 	 	 	 	 	 	Amount of	 	 	Paid or	 	 	Principal	 	 	Notation	 
	 	Date	 	 	Loan Type	 	 	Loan	 	 	Prepaid	 	 	Unpaid	 	 	Made By	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 












 



 




EXHIBIT A-4




[FORM OF]

PR NOTE




			
	$_______________
	 	as of April 30, 2009






     FOR VALUE RECEIVED, the undersigned, RYDER PUERTO RICO, INC., a Delaware corporation (“Ryder
PR”), hereby absolutely and unconditionally promises to pay to the order of [INSERT NAME OF PAYEE
BANK] (the “Bank”), without offset or counterclaim, at the head office of Bank of America, N.A., as
Administrative Agent, at 101 North Tryon Street, Charlotte, NC 28255:



     (a) on the Maturity Date, the principal amount of _______________DOLLARS ($_______________) or,
if less, the then outstanding aggregate unpaid principal amount of PR Loans made by the Bank to
Ryder PR pursuant to the Global Revolving Credit Agreement, dated as of April 30, 2009 (as amended,
modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and
among (i) Ryder System, Inc., Ryder Truck Rental Holdings Canada Ltd., Ryder Truck Rental Canada
Ltd., Ryder Limited, Ryder System Holdings (U.K.) Limited, Ryder PR, (ii) the lending institutions
identified as Banks therein, (iii) Bank of America, N.A., as Administrative Agent for the Banks,
(iv) Royal Bank of Canada, as Canadian Agent for the Banks and (v) The Royal Bank of Scotland plc,
as United Kingdom Agent for the Banks, with Banc of America Securities LLC and RBS Securities Inc.,
each acting as a lead arranger and book manager; and



     (b) interest on the principal balance hereof from time to time outstanding from and including
the date hereof to but not including the date on which such principal amount is paid in full, at
the times and at the rates provided in the Credit Agreement, subject however to the provisions of
§6.12 of the Credit Agreement.



     This PR Note evidences borrowings under, is subject to the terms and conditions of, and has
been issued by Ryder PR in accordance with, the Credit Agreement and is one of the PR Notes
referred to therein. The Bank and any holder hereof are entitled to the benefits of the Credit
Agreement and may enforce the agreements of Ryder PR contained therein, and any holder hereof may
exercise the respective remedies provided for thereby or otherwise available in respect thereof,
all in accordance with the respective terms thereof. All capitalized terms used in this PR Note
and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.



     The Bank may endorse, and is hereby irrevocably authorized by Ryder PR to endorse, on its
records and/or on the schedule attached to this PR Note or a continuation of such schedule attached
hereto and made a part hereof, an appropriate notation
evidencing advances to Ryder PR and repayments by Ryder PR of principal of this PR









 



-2-

Note,
provided that failure by the Bank to make any such notations or any error therein shall not
affect any of Ryder PR’s obligations or the validity of any repayments made by Ryder PR in respect
of this PR Note.




     Ryder PR has the right in certain circumstances and the obligation in certain other
circumstances to prepay the whole or part of the principal of this PR Note on the terms and
conditions specified in the Credit Agreement.



     If any one or more Events of Default shall occur, the entire unpaid principal amount of this
PR Note and all of the unpaid interest accrued thereon may become or be declared due and payable in
the manner and with the effect provided in the Credit Agreement.



     Ryder PR and every endorser of this PR Note or the obligation represented hereby waive
presentment, demand, notice, protest, notice of intent to accelerate, notice of acceleration and
all other demands and notices in connection with the delivery, acceptance, performance, default or
enforcement of this PR Note and assent to any extension or postponement of the time of payment or
any other indulgence, to any substitution, exchange or release of collateral and to the addition or
release of any other party or person primarily or secondarily liable.



     THIS PR NOTE AND THE OBLIGATIONS OF RYDER PR HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO
CONFLICTS OR CHOICE OF LAW OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401). TO THE
EXTENT PERMITTED BY APPLICABLE LAW, EACH OF RYDER PR AND THE BANK, BY ITS ACCEPTANCE OF THIS NOTE
HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS PR NOTE AND THE OBLIGATIONS OF RYDER PR HEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.









 



-3-


     IN WITNESS WHEREOF, the undersigned has caused this PR Note to be signed on its behalf by its
duly authorized officer as of the day and year first above written.



	 	 	 	 	 
	 	RYDER PUERTO RICO, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 




SCHEDULE TO PR NOTE OF RYDER PUERTO RICO, INC., DATED AS OF APRIL 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	Balance of	 	 	 	 
	 	 	 	 	 	 	 	Amount of	 	 	Paid or	 	 	Principal	 	 	Notation	 
	 	Date	 	 	Loan Type	 	 	Loan	 	 	Prepaid	 	 	Unpaid	 	 	Made By	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 












 



 




EXHIBIT A-5




[FORM OF]

DOMESTIC SWING LINE NOTE




			
	$50,000,000
	 	as of April 30, 2009






     FOR VALUE RECEIVED, the undersigned, RYDER SYSTEM, INC., a Florida corporation (“Ryder”),
hereby absolutely and unconditionally promises to pay to the order of [BANK OF AMERICA, N.A.] [THE
ROYAL BANK OF SCOTLAND PLC] (the “Domestic Swing Line Lender”), without offset or counterclaim, at
its head office at [101 North Tryon Street, Charlotte, NC 8255][_______________]:



     (a) on the Maturity Date, the principal amount of FIFTY MILLION DOLLARS ($50,000,000) or, if
less, the then outstanding aggregate unpaid principal amount of Domestic Swing Line Loans made by
the Domestic Swing Line Lender to Ryder pursuant to the Global Revolving Credit Agreement, dated as
of April 30, 2009 (as amended, modified, supplemented or restated and in effect from time to time,
the “Credit Agreement”), by and among (i) Ryder, Ryder Truck Rental Holdings Canada Ltd., Ryder
Truck Rental Canada Ltd., Ryder Limited, Ryder System Holdings (U.K.) Limited, Ryder Puerto Rico,
Inc., (ii) the lending institutions identified as Banks therein, (iii) Bank of America, N.A., as
Administrative Agent for the Banks, (iv) Royal Bank of Canada, as Canadian Agent for the Banks and
(v) The Royal Bank of Scotland plc, as United Kingdom Agent for the Banks, with Banc of America
Securities LLC and RBS Securities Inc., each acting as a lead arranger and book manager; and



     (b) interest on the principal balance hereof from time to time outstanding from and including
the date hereof to but not including the date on which such principal amount is paid in full, at
the times and at the rates provided in the Credit Agreement, subject however to the provisions of
§6.12 of the Credit Agreement.



     This Domestic Swing Line Note evidences borrowings under, is subject to the terms and
conditions of, and has been issued by Ryder in accordance with the Credit Agreement and is the
Domestic Swing Line Note referred to therein. The Domestic Swing Line Lender and any holder hereof
are entitled to the benefits of the Credit Agreement and may enforce the agreements of Ryder
contained therein, and any holder hereof may exercise the respective remedies provided for thereby
or otherwise available in respect thereof, all in accordance with the respective terms thereof.
All capitalized terms used in this Domestic Swing Line Note and not otherwise defined herein shall
have the same meanings herein as in the Credit Agreement.



     The Domestic Swing Line Lender may endorse, and is hereby irrevocably authorized by Ryder to
endorse, on its records and/or on the schedule attached to this Domestic Swing Line Note or a
continuation of such schedule attached hereto and made a part hereof, an appropriate notation
evidencing advances to Ryder and repayments by









 



-2-



Ryder of principal of this Domestic Swing Line Note, provided that failure by the Domestic
Swing Line Lender to make any such notations or any error therein shall not affect any of Ryder’s
obligations or the validity of any repayments made by Ryder in respect of this Domestic Swing Line
Note.



     Ryder has the right in certain circumstances and the obligation in certain other circumstances
to prepay the whole or part of the principal of this Domestic Swing Line Note on the terms and
conditions specified in the Credit Agreement.



     If any one or more Events of Default shall occur, the entire unpaid principal amount of this
Domestic Swing Line Note and all of the unpaid interest accrued thereon may become or be declared
due and payable in the manner and with the effect provided in the Credit Agreement.



     Ryder and every endorser of this Domestic Swing Line Note or the obligation represented hereby
waive presentment, demand, notice, protest, notice of intent to accelerate, notice of acceleration
and all other demands and notices in connection with the delivery, acceptance, performance, default
or enforcement of this Domestic Swing Line Note and assent to any extension or postponement of the
time of payment or any other indulgence, to any substitution, exchange or release of collateral and
to the addition or release of any other party or person primarily or secondarily liable.



     THIS DOMESTIC SWING LINE NOTE AND THE OBLIGATIONS OF RYDER HEREUNDER SHALL FOR ALL PURPOSES BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION
5-1401). TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF RYDER AND THE BANK, BY ITS ACCEPTANCE
OF THIS NOTE, HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING
OUT OF ANY DISPUTE IN CONNECTION WITH THIS DOMESTIC SWING LINE NOTE AND THE OBLIGATIONS OF RYDER
HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.









 



-3-


     IN WITNESS WHEREOF, the undersigned has caused this Domestic Swing Line Note to be signed on
its behalf by its duly authorized officer as of the day and year first above written.



	 	 	 	 	 
	 	RYDER SYSTEM, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



-3-




SCHEDULE TO DOMESTIC SWING LINE NOTE OF RYDER SYSTEM, INC. DATED AS OF APRIL 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	Balance of	 	 	 	 
	 	 	 	 	 	 	 	Amount of	 	 	Paid or	 	 	Principal	 	 	Notation	 
	 	Date	 	 	Loan Type	 	 	Loan	 	 	Prepaid	 	 	Unpaid	 	 	Made By	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 












 



 





EXHIBIT A-6




[FORM OF]

U.K. SWING LINE NOTE




			
	$50,000,000 or the 

Sterling Equivalent or the 

Euro Equivalent thereof
	 	as of April 30, 2009






     FOR VALUE RECEIVED, the undersigned, RYDER LIMITED, a corporation organized under the laws of
England and Wales (“Ryder Ltd.”) and RYDER SYSTEM HOLDINGS (U.K.) LIMITED, a corporation organized
under the laws of England and Wales (“RSH” and together with Ryder Ltd., the “U.K. Borrowers”),
hereby, jointly and severally, absolutely and unconditionally promise to pay to the order of ROYAL
BANK OF SCOTLAND PLC (the “U.K. Agent”), without offset or counterclaim, at its head office at 2
1/2 Devonshire Square, London EC2M 4XJ, Depot Code 028:



     (a) on the Maturity Date, the principal amount of FIFTY MILLION DOLLARS ($50,000,000) (or the
Sterling Equivalent or the Euro Equivalent thereof in the case of any Loan made in Sterling or
Euros, respectively) or, if less, the then outstanding aggregate unpaid principal amount of U.K.
Swing Line Loans made by the U.K. Agent to the U.K. Borrowers pursuant to the Global Revolving
Credit Agreement, dated as of April 30, 2009 (as amended, modified, supplemented or restated and in
effect from time to time, the “Credit Agreement”), by and among (i) Ryder System, Inc., Ryder Truck
Rental Holdings Canada Ltd., Ryder Truck Rental Canada Ltd., Ryder Ltd., RSH, Ryder Puerto Rico,
Inc., (ii) the lending institutions identified as Banks therein, (iii) Bank of America, N.A., as
Administrative Agent for the Banks, (iv) Royal Bank of Canada, as Canadian Agent for the Banks and
(v) The Royal Bank of Scotland plc, as United Kingdom Agent for the Banks, with Banc of America
Securities LLC and RBS Securities Inc., each acting as a lead arranger and book manager; and



     (b) interest on the principal balance hereof from time to time outstanding from and including
the date hereof to but not including the date on which such principal amount is paid in full, at
the times and at the rates provided in the Credit Agreement, subject however to the provisions of
§6.12 of the Credit Agreement.



     As provided in the Credit Agreement, the U.K. Swing Line Loans evidenced by this U.K. Swing
Line Note may be advanced in either U.S. Dollars, Sterling or Euros. Each of the U.K. Borrowers
jointly and severally promises to repay each U.K. Swing Line Loan in the currency in which such
U.K. Swing Line Loan was advanced.



     This U.K. Swing Line Note evidences borrowings under, is subject to the terms and conditions
of, and has been issued by the U.K. Borrowers in accordance with, the
Credit Agreement and is one of the U.K. Swing Line Notes referred to therein. The U.K.









 



-2-

Agent and
any holder hereof are entitled to the benefits of the Credit Agreement and may enforce the
agreements of the U.K. Borrowers contained therein, and any holder hereof may exercise the
respective remedies provided for thereby or otherwise available in respect thereof, all in
accordance with the respective terms thereof. All capitalized terms used in this U.K. Swing Line
Note and not otherwise defined herein shall have the same meanings herein as in the Credit
Agreement.




     The U.K. Agent may endorse, and is hereby irrevocably authorized by the U.K. Borrowers to
endorse, on its records and/or on the schedule attached to this U.K. Swing Line Note or a
continuation of such schedule attached hereto and made a part hereof, an appropriate notation
evidencing advances to the U.K. Borrowers and repayments by the U.K. Borrowers of principal of this
U.K. Swing Line Note, provided that failure by the U.K. Agent to make any such notations or
any error therein shall not affect any of the U.K. Borrowers’ obligations or the validity of any
repayments made by the U.K. Borrowers in respect of this U.K. Swing Line Note.



     The U.K. Borrowers have the right in certain circumstances and the obligation in certain other
circumstances to prepay the whole or part of the principal of this U.K. Swing Line Note on the
terms and conditions specified in the Credit Agreement.



     If any one or more Events of Default shall occur, the entire unpaid principal amount of this
U.K. Swing Line Note and all of the unpaid interest accrued thereon may become or be declared due
and payable in the manner and with the effect provided in the Credit Agreement.



     The U.K. Borrowers and every endorser of this U.K. Swing Line Note or the obligation
represented hereby waive presentment, demand, notice, protest, notice of intent to accelerate,
notice of acceleration and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this U.K. Swing Line Note and assent to any
extension or postponement of the time of payment or any other indulgence, to any substitution,
exchange or release of collateral and to the addition or release of any other party or person
primarily or secondarily liable.



     THIS U.K. SWING LINE NOTE AND THE OBLIGATIONS OF THE U.K. BORROWERS HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1401). TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE U.K.
BORROWERS AND THE BANK, BY ITS ACCEPTANCE OF THIS NOTE, HEREBY WAIVES ITS RIGHT TO A JURY TRIAL
WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS U.K. SWING
LINE NOTE AND THE OBLIGATIONS OF THE U.K. BORROWERS
HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.









 



-3-


     IN WITNESS WHEREOF, each of the undersigned have caused this U.K. Swing Line Note to be signed
on its behalf by its duly authorized officer as of the day and year first above written.





	 	 	 	 	 	 	 
	EXECUTED and DELIVERED as a DEED

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	RYDER LIMITED

	 	 	)	 	 	 
	acting by

	 	 	)	 	 	 






	 	 	 	 	 
	 	 
	By:  	 	 
	Title: 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 
	By:  	 	 
	Title: 	 	 	 
	 	 	 	 
	 




	 	 	 	 	 	 	 
	EXECUTED and DELIVERED as a DEED

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	RYDER SYSTEM HOLDINGS (U.K.) LIMITED

	 	 	)	 	 	 
	acting by

	 	 	)	 	 	 






	 	 	 	 	 
	 	 
	By:  	 	 
	Title: 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 
	By:  	 	 
	Title: 	 	 	 
	 	 	 	 
	 










 








SCHEDULE TO U.K. SWING LINE NOTE OF RYDER LIMITED AND RYDER

SYSTEM HOLDINGS (U.K.) LIMITED, DATED AS OF APRIL 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	Balance of	 	 	 	 
	 	 	 	 	 	 	 	Amount of	 	 	Paid or	 	 	Principal	 	 	Notation	 
	 	Date	 	 	Loan Type	 	 	Loan	 	 	Prepaid	 	 	Unpaid	 	 	Made By	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 












 



 




EXHIBIT A-7




[FORM OF]

CANADIAN SWING LINE NOTE




			
	$50,000,000 or the 

Canadian Dollar Equivalent thereof
	 	as of April 30, 2009






     FOR VALUE RECEIVED, the undersigned, RYDER TRUCK RENTAL HOLDINGS CANADA LTD., a corporation
organized under the laws of Canada (“Ryder Holdings Canada”), and RYDER TRUCK RENTAL CANADA LTD., a
corporation organized under the laws of Canada (“Ryder Canada” and together with Ryder Holdings
Canada, the “Canadian Borrowers”), hereby absolutely and unconditionally promise to pay to the
order of ROYAL BANK OF CANADA (the “Canadian Swing Line Lender”), without offset or counterclaim,
at its designated office at Agency Services Group, Royal Bank Plaza, P.O. Box 50, 200 Bay Street,
12th Floor, South Tower, Toronto, Ontario M5J 2W7:



     (a) on the Maturity Date, the principal amount of FIFTY MILLION DOLLARS ($50,000,000) (or the
Canadian Dollar Equivalent thereof in the case of any Loan made in Canadian Dollars) or, if less,
the then outstanding aggregate unpaid principal amount of Canadian Swing Line Loans made by the
Canadian Swing Line Lender to the Canadian Borrowers pursuant to the Global Revolving Credit
Agreement, dated as of April 30, 2009 (as amended, modified, supplemented or restated and in effect
from time to time, the “Credit Agreement”), by and among (i) Ryder System, Inc., Ryder Holdings
Canada, Ryder Canada, Ryder Limited, Ryder System Holdings (U.K.) Limited, Ryder Puerto Rico, Inc.,
(ii) the lending institutions identified as Banks therein, (iii) Bank of America, N.A., as
Administrative Agent for the Banks, (iv) Royal Bank of Canada, as Canadian Agent for the Banks and
(v) The Royal Bank of Scotland plc, as United Kingdom Agent for the Banks, with Banc of America
Securities LLC and RBS Securities Inc., each acting as a lead arranger and book manager; and



     (b) interest on the principal balance hereof from time to time outstanding from and including
the date hereof to but not including the date on which such principal amount is paid in full, at
the times and at the rates provided in the Credit Agreement, subject however to the provisions of
§6.12 of the Credit Agreement.



     As provided in the Credit Agreement, the Canadian Swing Line Loans evidenced by this Canadian
Swing Line Note may be advanced in either U.S. Dollars or Canadian Dollars. Each of the Canadian
Borrowers promises to repay each Canadian Swing Line Loan in the currency in which such Canadian
Swing Line Loan was advanced.



     This Canadian Swing Line Note evidences borrowings under, is subject to the terms and
conditions of, and has been issued by the Canadian Borrowers in accordance
with the Credit Agreement and is the Canadian Swing Line Note referred to therein. The









 



-2-

Canadian
Swing Line Lender and any holder hereof are entitled to the benefits of the Credit Agreement and
may enforce the agreements of the Canadian Borrowers contained therein, and any holder hereof may
exercise the respective remedies provided for thereby or otherwise available in respect thereof,
all in accordance with the respective terms thereof. All capitalized terms used in this Canadian
Swing Line Note and not otherwise defined herein shall have the same meanings herein as in the
Credit Agreement.




     The Canadian Swing Line Lender may endorse, and is hereby irrevocably authorized by the
Canadian Borrowers to endorse, on its records and/or on the schedule attached to this Canadian
Swing Line Note or a continuation of such schedule attached hereto and made a part hereof, an
appropriate notation evidencing advances to the Canadian Borrowers and repayments by the Canadian
Borrowers of principal of this Canadian Swing Line Note, provided that failure by the
Canadian Swing Line Lender to make any such notations or any error therein shall not affect any of
the Canadian Borrowers’ obligations or the validity of any repayments made by the Canadian
Borrowers in respect of this Canadian Swing Line Note.



     The Canadian Borrowers have the right in certain circumstances and the obligation in certain
other circumstances to prepay the whole or part of the principal of this Canadian Swing Line Note
on the terms and conditions specified in the Credit Agreement.



     If any one or more Events of Default shall occur, the entire unpaid principal amount of this
Canadian Swing Line Note and all of the unpaid interest accrued thereon may become or be declared
due and payable in the manner and with the effect provided in the Credit Agreement.



     The Canadian Borrowers and every endorser of this Canadian Swing Line Note or the obligation
represented hereby waive presentment, demand, notice, protest, notice of intent to accelerate,
notice of acceleration and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this Canadian Swing Line Note and assent to any
extension or postponement of the time of payment or any other indulgence, to any substitution,
exchange or release of collateral and to the addition or release of any other party or person
primarily or secondarily liable.



     THIS CANADIAN SWING LINE NOTE AND THE OBLIGATIONS OF THE CANADIAN BORROWERS HEREUNDER SHALL
FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1401). TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE CANADIAN
BORROWERS AND THE BANK, BY ITS ACCEPTANCE OF THIS NOTE, HEREBY WAIVES ITS RIGHT TO A JURY TRIAL
WITH RESPECT TO
ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS CANADIAN SWING LINE
NOTE AND THE OBLIGATIONS OF THE CANADIAN BORROWERS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS.









 



-3-


     IN WITNESS WHEREOF, each of the undersigned has caused this Canadian Swing Line Note to be
signed on its behalf by its duly authorized officer as of the day and year first above written.



	 	 	 	 	 
	 	RYDER TRUCK RENTAL HOLDINGS CANADA LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RYDER TRUCK RENTAL CANADA LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 








SCHEDULE TO CANADIAN SWING LINE NOTE OF RYDER TRUCK

RENTAL HOLDINGS CANADA LTD. AND RYDER TRUCK RENTAL CANADA

LTD., DATED AS OF APRIL 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	Balance of	 	 	 	 
	 	 	 	 	 	 	 	Amount of	 	 	Paid or	 	 	Principal	 	 	Notation	 
	 	Date	 	 	Loan Type	 	 	Loan	 	 	Prepaid	 	 	Unpaid	 	 	Made By	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 












 



 




EXHIBIT B-1




[FORM OF]

DOMESTIC LOAN REQUEST




Bank of America, N.A.
  as
Administrative Agent

101 North Tryon Street

One Independence Center

Mail Code: NC1-001-04-39

Charlotte, NC 28255-0001




Dear Sir or Madam:




     In accordance with the provisions of section 2.7(a) of that certain Global Revolving Credit
Agreement, dated as of April 30, 2009 (as amended, modified, supplemented or restated and in effect
from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have
the meanings ascribed thereto in the Credit Agreement) by and among (i) Ryder System, Inc.
(“Ryder”), Ryder Truck Rental Holdings Canada Ltd., Ryder Truck Rental Canada Ltd., Ryder Limited,
Ryder System Holdings (U.K.) Limited, Ryder Puerto Rico, Inc., (ii) the lending institutions
identified as Banks therein, (iii) Bank of America, N.A., as Administrative Agent for the Banks,
(iv) Royal Bank of Canada, as Canadian Agent for the Banks and (v) The Royal Bank of Scotland plc,
as United Kingdom Agent for the Banks, with Banc of America Securities LLC and RBS Securities Inc.,
each acting as a lead arranger and book manager, notice is hereby given of our intention to borrow
a Domestic Loan, in the principal amount of [$_______________], on [Drawdown Date]. Such Loan shall
be a [Base Rate Loan] [LIBOR Rate Loan with an Interest Period of _______________months].



     This notice shall constitute certification of compliance by Ryder as to the matters set forth
in [§11 and]1/ §12 of the Credit Agreement. Thank you for your attention to this matter.



	 	 	 	 	 
	Yours sincerely,





RYDER SYSTEM, INC.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 





 




			
	1	 	Applicable only to Domestic Loan Request on the Closing Date.










 



 






EXHIBIT B-2




[FORM OF]

CANADIAN LOAN REQUEST




Royal Bank of Canada,
  as
Canadian Agent

Royal Bank Plaza

P.O. Box 50

200 Bay Street

12th Floor, South Tower

Toronto, Ontario MSJ 2J5

Attention: Agency Services Group




Ladies and Gentlemen:





     We refer to that certain Global Revolving Credit Agreement, dated as of April 30, 2009 (as
amended, modified, supplemented or restated and in effect from time to time, the “Credit
Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed thereto
in the Credit Agreement), by and among (i) Ryder System, Inc. (“Ryder”), Ryder Truck Rental
Holdings Canada Ltd. (“Ryder Holdings Canada”), Ryder Truck Rental Canada Ltd. (“Ryder Canada”),
Ryder Limited, Ryder System Holdings (U.K.) Limited, Ryder Puerto Rico, Inc., (ii) the lending
institutions identified as Banks therein, (iii) Bank of America, N.A., as Administrative Agent for
the Banks, (iv) Royal Bank of Canada, as Canadian Agent for the Banks and (v) The Royal Bank of
Scotland plc, as United Kingdom Agent for the Banks, with Banc of America Securities LLC and RBS
Securities Inc., each acting as a lead arranger and book manager. In accordance with the
provisions of section 2.7(b) of the Credit Agreement, notice is hereby given of our request to
borrow a Canadian Loan denominated in [Canadian/U.S.] Dollars, in the principal amount of
[C$/US$_______________], on [Drawdown Date]. Such Loan shall be a [Base Rate Loan] [LIBOR Rate Loan
with an Interest Period of _______________months].1



     This notice and the confirmation signatures of the authorized officer or representative of
Ryder evidenced herewith or produced separately and submitted herewith shall constitute
certification of compliance by Ryder Holdings Canada, Ryder Canada and Ryder as to the matters set
forth in §12 of the Credit Agreement. Thank you for your attention to this matter.





 




			
	1	 	As provided for in the Credit Agreement, no requested Canadian
Loan denominated in Canadian Dollars may be a LIBOR Rate Loan.










 



 -2- 





	 	 	 	 	 
	Yours sincerely,





RYDER TRUCK RENTAL HOLDINGS CANADA LTD.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	RYDER TRUCK RENTAL CANADA LTD.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	The above notice is hereby confirmed on behalf of Ryder by:

 	 
	By:  	 	    Date:                      
	 	Name:  	 	 
	 	Title:  	 	 
	 












 



 




EXHIBIT B-3




[FORM OF]

U.K. LOAN REQUEST




Royal Bank of Scotland Plc, as U.K. Agent

3rd Floor

2 1/2 Devonshire Square

London EC2M 4XJ

Depot Code 028]

Attention: Loans Administration — Agency




Dear Sir or Madam:





     In accordance with the provisions of section 2.7(c) of that certain Global Revolving Credit
Agreement, dated as of April 30, 2009 (as amended, modified, supplemented or restated and in effect
from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have
the meanings ascribed thereto in the Credit Agreement), by and among (i) Ryder System, Inc.
(“Ryder”), Ryder Truck Rental Holdings Canada Ltd., Ryder Truck Rental Canada Ltd., Ryder Limited,
Ryder System Holdings (U.K.) Limited (“RSH”), Ryder Puerto Rico, Inc., (ii) the lending
institutions identified as Banks therein, (iii) Bank of America, N.A., as Administrative Agent for
the Banks, (iv) Royal Bank of Canada, as Canadian Agent for the Banks and (v) The Royal Bank of
Scotland plc, as United Kingdom Agent for the Banks, with Banc of America Securities LLC and RBS
Securities Inc., each acting as a lead arranger and book manager, notice is hereby given of our
intention to borrow a U.K. Loan denominated in [Sterling/Euros/U.S. Dollars], in the principal
amount of [£/EU/$_______________], on [Drawdown Date]. Such Loan shall be a [LIBOR Rate Loan with an
Interest Period of _______________months] [EURIBOR Rate Loan with an Interest Period of _______________
months].1



     This notice and the confirmation signatures of the authorized official of Ryder evidenced
herewith or produced separately and submitted herewith shall constitute certification of compliance
by Ryder Limited, RSH and Ryder as to the matters set forth in [§11 and]2/ §12 of the Credit
Agreement. Thank you for your attention to this matter.





 




			
	1	 	As provided for in the Credit Agreement, any requested U.K. Loan
denominated in Sterling or Euros (other than the U.K. Swing Line Loans) shall
be LIBOR Rate Loans.
	 
	2	 	Applicable only to U.K. Loan Request on the Closing Date.










 



 -2- 





	 	 	 	 	 
	Yours sincerely,





RYDER LIMITED

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	RYDER SYSTEM HOLDINGS (U.K.) LIMITED

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	The above notice is hereby confirmed on behalf of Ryder by:

 	 
	By:  	 	    Date:
                      
	 	Name:  	 	 
	 	Title:  	 	 
	 












 



 




EXHIBIT B-4




[FORM OF]

PR LOAN REQUEST




Bank of America, N.A.
  as
Administrative Agent

101 North Tryon Street

One Independence Center

Mail Code: NC1-001-04-39

Charlotte, NC 28255-0001




Dear Sir or Madam:





     In accordance with the provisions of section 2.7(d) of that certain Global Revolving Credit
Agreement, dated as of April 30, 2009 (as amended, modified, supplemented or restated and in effect
from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have
the meanings ascribed thereto in the Credit Agreement), by and among (i) Ryder System, Inc.
(“Ryder”), Ryder Truck Rental Holdings Canada Ltd., Ryder Truck Rental Canada Ltd., Ryder Limited,
Ryder System Holdings (U.K.) Limited, Ryder Puerto Rico, Inc. (“Ryder PR”), (ii) the lending
institutions identified as Banks therein, (iii) Bank of America, N.A., as Administrative Agent for
the Banks, (iv) Royal Bank of Canada, as Canadian Agent for the Banks and (v) The Royal Bank of
Scotland plc, as United Kingdom Agent for the Banks, with Banc of America Securities LLC and RBS
Securities Inc., each acting as a lead arranger and book manager, notice is hereby given of our
intention to borrow a PR Loan, in the principal amount of [$_______________], on [Drawdown Date].
Such Loan shall be a [Base Rate Loan] [LIBOR Rate Loan with an Interest Period of _______________
months].



     This notice and the confirmation signatures of the authorized official of Ryder evidenced
herewith or produced separately and submitted herewith shall constitute certification of compliance
by Ryder PR and Ryder as to the matters set forth in [§11 and]1/ §12 of the Credit Agreement.
Thank you for your attention to this matter.





 




			
	1	 	Applicable only to PR Loan Request on the Closing Date.










 



 -2- 





	 	 	 	 	 
	Yours sincerely,





RYDER PUERTO RICO, INC.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	The above notice is hereby confirmed on behalf of Ryder by:

 	 
	By:  	 	    Date:                     
	 	Name:  	 	 
	 	Title:  	 	 
	 












 



 




EXHIBIT C




[FORM OF]

COMPLIANCE CERTIFICATE




RYDER SYSTEM, INC.

Compliance Certificate dated ___________





     Reference is hereby made to the Global Revolving Credit Agreement, dated as of April 30, 2009
(as amended, modified, supplemented or restated and in effect from time to time, the “Credit
Agreement”), by and among (i) Ryder System, Inc. (“Ryder”), Ryder Truck Rental Holdings Canada
Ltd., Ryder Truck Rental Canada Ltd., Ryder Limited, Ryder System Holdings (U.K.) Limited, and
Ryder Puerto Rico, Inc., (ii) the lending institutions identified as Banks therein, (iii) Bank of
America, N.A., as Administrative Agent for the Banks, (iv) Royal Bank of Canada, as Canadian Agent
for the Banks and (v) The Royal Bank of Scotland plc, as U.K. Agent for the Banks, with Banc of
America Securities LLC and RBS Securities Inc., each acting as a lead arranger and book manager.
Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the
Credit Agreement.



     The undersigned , the [chief financial officer/treasurer/assistant treasurer] of Ryder hereby
certifies that no Default or Event of Default exists. Computations to evidence compliance with
§9.1(b) and §10.1 of the Credit Agreement are detailed on Annex A attached hereto.



     [The undersigned hereby further certifies that:




     (i) the representations and warranties contained in §§7.1, 7.2, 7.3, 7.6, 7.8, 7.9,
7.10, 7.11 (other than the last sentence of clause (b) of such Section 7.11), 7.13, 7.14,
7.17, 7.18 and §7A of the Credit Agreement are true and correct in all material respects as
of the date hereof;




     (ii) the representations and warranties contained in §7.4 of the Credit Agreement are
true and correct in all material respects as of the date hereof; provided that each
reference to “Balance Sheet Date” in such §7.4 shall be deemed a reference to the most
recent fiscal year end of Ryder; and




     (iii) the representations and warranties contained in §§7.5, 7.7, 7.12, 7.15 and 7.16
of the Credit Agreement are true and correct in all material respects as of the date hereof
after taking into consideration any updated
information provided to the Schedule corresponding to any such Section (all such updated
Schedules are attached hereto as Annex B), if applicable.]1



	 	 	 	 	 
	 	RYDER SYSTEM, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	Bracketed language to be included in any Compliance Certificate
delivered pursuant to §8.4(c) of the Credit Agreement with respect to the
delivery of financial statements referred to in §8.4(a) of the Credit
Agreement.
















 





Annex A




Secured Indebtedness —  §9.1(b)




	 	 	 	 	 	 	 
	1.

	 	Adjusted Consolidated Tangible Assets
	 	$	    	 
	 

	 	 	 	 	 	 
	 

	 	(Item 8 of Appendix)	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Secured Indebtedness
	 	$	    	 
	 

	 	 	 	 	 	 
	 

	 	(Item 24 of Appendix)	 	 	 	 
	 
	 	 	 	 	 	 
	3.

	 	Maximum Permitted Secured Indebtedness
	 	$	    	 
	 

	 	 	 	 	 	 
	 

	 	(Item 1 x .30)	 	 	 	 
	 
	 	 	 	 	 	 
	Debt to Consolidated Tangible Net Worth - §10.1

	 
	 	 	 	 	 	 
	4.

	 	Total Indebtedness of Ryder and its Consolidated
Subsidiaries
	 	$	    	 
	 

	 	 	 	 	 	 
	 

	 	(Item 19 of Appendix)	 	 	 	 
	 
	 	 	 	 	 	 
	5.

	 	Consolidated Adjusted Tangible Net Worth	 	 	 	 
	 

	 	(Item 13 of Appendix)
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	6.

	 	Actual Ratio	 	 	 	 
	 

	 	(Item 4 divided by Item 5)
	 	 	___:1.00	 
	 
	 	 	 	 	 	 
	7.

	 	Maximum permitted ratio
	 	 	3.00:1.00	 













 



 




Appendix




A. Adjusted Consolidated Tangible Assets




	 	 	 	 	 	 	 
	1.

	 	Consolidated assets
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	All intercompany items
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	3.

	 	All Intangible Assets
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	4.

	 	Investments in Subsidiaries other than Consolidated

Subsidiaries
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	5.

	 	Consolidated Tangible Assets
[(Item 1) — (Items 2 + 3 + 4)]
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	6.

	 	Consolidated book value of all assets of Ryder and
its Consolidated Subsidiaries which are subject to
any synthetic lease
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	7.

	 	Consolidated book value of all assets of Ryder and
its Consolidated Subsidiaries that are reflected on
the consolidated balance sheet of Ryder and its
Consolidated Subsidiaries and secure or are the
subject of any Limited Recourse Facility
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	8.

	 	Adjusted Consolidated Tangible Assets
[Item 5 + Item 6 — Item 7]
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	B. Consolidated Adjusted Tangible Net Worth
	 
	 	 	 	 	 	 
	9.

	 	Consolidated shareholders’ equity
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	10.

	 	Without duplication, 50% of any deferred federal
income taxes
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	11.

	 	Investments in Subsidiaries other than Consolidated

Subsidiaries
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	12.

	 	Book value of intangibles under GAAP
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	13.

	 	Consolidated Adjusted Tangible Net Worth
[(Items 9 + 10) — (Items 11 + 12)]
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 











 



-1-


	 	 	 	 	 	 	 
	C. Indebtedness
	 
	 	 	 	 	 	 
	14.

	 	(a) All obligations for borrowed money, (b) All
obligations evidenced by bonds, debentures, notes
or other similar instruments, (c) All obligations to
pay the deferred purchase price of property or
services, except trade accounts payable arising in the
ordinary course of business, (d) All obligations as
lessee under Capitalized Leases
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	15.

	 	All obligations under Limited Recourse Facilities
(to the extent included in Item 14)
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	16.

	 	All Deemed Indebtedness Under Limited Recourse
Facilities (Item 28 below)
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	17.

	 	All obligations as lessee in respect of synthetic leases
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	18.

	 	All Indebtedness of others guaranteed by such Person
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	19.

	 	Indebtedness
[(Items 14 — 15) + (Items 16 + 17 + 18)]
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	D. Secured Indebtedness	 	 	 	 
	 
	 	 	 	 	 	 
	20.

	 	Indebtedness and all Derivative Obligations of any
Borrower or any of Ryder’s Consolidated Subsidiaries
and all reimbursement obligations with respect to
letters of credit, bankers’ acceptances or similar
facilities issued for the account of such Person, in
each case, secured by a lien or other encumbrance
on, or title to, any real or personal property
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	21.

	 	Unsecured Indebtedness and Derivatives Obligations
of any of Ryder’s Consolidated Subsidiaries (other
than the Canadian Borrowers or the U.K. Borrowers)
and unsecured reimbursement obligations with
respect to letters of credit, bankers’ acceptances or
similar facilities issued for the account of such Person
(other than the Canadian Borrowers or the U.K.
Borrowers)
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 











 



-2-


	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	22.

	 	Aggregate liquidation preference of all Preferred
Stock issued by Ryder’s Consolidated Subsidiaries
not owned by Ryder and its Consolidated Subsidiaries
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	23.

	 	Any Deemed Indebtedness Under Limited Recourse
Facilities (Item 28 below) and all obligations as lessee
in respect of synthetic leases, in each case to the
extent not otherwise included as Secured Indebtedness
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	24.

	 	Secured Indebtedness

(Items 20 + 21 + 22 + 23)
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	E. Deemed Indebtedness Under Limited Recourse Facilities
	 
	 	 	 	 	 	 
	25.

	 	Deemed Receivables Indebtedness
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	26.

	 	Deemed Securitization Indebtedness
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	27.

	 	In respect of any other Limited Recourse Facility, an
amount equal to the greater of (a) 10% of the principal
amount or aggregate payment obligations, as applicable,
of such Limited Recourse Facility or (b) two times the
percentage recourse under such Limited Recourse
Facility of the principal amount or aggregate payment
obligations, as applicable, of such Limited Recourse
Facility (as determined in accordance with the definition
of Limited Recourse Facilities)
	 	$	    	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	28.

	 	Total Deemed Indebtedness Under Limited Recourse

Facilities (Items 25 + 26 +27)
	 	$	    	 
	 

	 	 	 	 	 	 












 



-3-




Annex B




[See attached updated schedule(s)]











 



-4-




EXHIBIT D




[FORM OF]

ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective
Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”)
and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below (as amended,
modified, supplemented or restated and in effect from time to time, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement as of the
Effective Date inserted by the Administrative Agent as contemplated below, (a) all of the
Assignor’s rights and obligations in its capacity as a Bank under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including without limitation any letters
of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and any other
right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and
assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the
“Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor.



	 	 	 	 	 
	1.

	 	Assignor:	 	 
	 
	 	 	 	 
	2.

	 	Assignee:	 	 
	 
	 	 	 	 
	3.

	 	Borrower(s):
	 	Ryder System, Inc., Ryder Truck Rental
Holdings Canada Ltd., Ryder Truck Rental
Canada Ltd., Ryder Limited, Ryder System
Holdings (U.K.) Limited, and Ryder Puerto
Rico, Inc. (collectively, the “Borrowers”)
	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	Bank of America, N.A.
	 
	 	 	 	 
	5.

	 	Credit Agreement:
	 	The Global Revolving Credit Agreement,
dated as of April 30, 2009, by and among
(i) the Borrowers, (ii) the












 



-5-


	 	 	 	 	 
	 

	 	 	 	lending institutions identified as Banks therein, (iii)
Bank of America, N.A., as Administrative Agent for the
Banks, (iv) Royal Bank of Canada, as Canadian Agent for
the Banks and (v) The Royal Bank of Scotland plc, as
United Kingdom Agent for the Banks, with Banc of America
Securities LLC and RBS Securities Inc., each acting as a
lead arranger and book manager
	 
	 	 	 	 
	6.

	 	Assigned Interest:	 	 






	 	 	 	 	 	 	 	 	 
	Facility Assigned Aggregate Amount of	 	Amount of	 	Percentage Assigned
	Commitment/Loans for	 	Commitment/Loans	 	of Commitment/
	all Banks*	 	Assigned*	 	Loans1
	$   

	 	$	    	 	 	 	%	 
	 

	 	 	 	 	 	 	 	 
	$   

	 	$	    	 	 	 	%	 
	 

	 	 	 	 	 	 	 	 
	$   

	 	$	    	 	 	 	%	 
	 

	 	 	 	 	 	 	 	 





[7. Trade Date: ______________]1



Effective Date: ___, 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]







 




			
	*	 	Amount to be adjusted by the counterparties to take into account
any payments or prepayments made between the Trade Date and the Effective Date.
	 
	 	 	1 Set forth, to at least 9 decimals, as a percentage of the
Commitment/Loans of all Banks thereunder.
	 
	 	 	2 To be completed if the Assignor and the Assignee intend that the
minimum assignment amount is to be determined as of the Trade Date.










 



-6-






     The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



Consented to and Accepted:




BANK OF AMERICA, N.A., as

Administrative Agent




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Consented to and Accepted:




[BANK OF AMERICA, N.A., as

Issuing Bank




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	] 	 
	 




     Consented to and Accepted:



[BANK OF AMERICA, N.A., as Domestic Swing Line Lender]

[The Royal Bank of Scotland plc, as Domestic Swing Line Lender]

[The Royal Bank of Scotland plc, as U.K. Agent, as provider of U.K. Swing Line Loans]

[Royal Bank of Canada, as Canadian Swing Line Lender]




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     [Consented to:



     RYDER SYSTEM, INC.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	] 	 
	 









 



-7-




ANNEX 1



The Global Revolving Credit Agreement, dated as of April 30, 2009, by and among (i) Ryder System,
Inc., Ryder Truck Rental Holdings Canada Ltd., Ryder Truck Rental Canada Ltd., Ryder Limited, Ryder
System Holdings (U.K.) Limited, and Ryder Puerto Rico, Inc. (collectively, the “Borrowers’), (ii)
the lending institutions identified as Banks therein, (iii) Bank of America, N.A., as
Administrative Agent, (iv) Royal Bank of Canada, as Canadian Agent for the Banks and (v) The Royal
Bank of Scotland plc, as U.K. Agent for the Banks, with Banc of America Securities LLC and RBS
Securities Inc., each acting as a lead arranger and book manager




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION





     1. Representations and Warranties.



     1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrowers, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



     1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Bank under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Bank
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Bank
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and is experienced in acquiring assets of such type, (v) it
has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to §§7.4 and 8.4 thereof, as applicable, and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the Administrative Agent, any
other Agent or any other Bank, and (vi) if it is a Foreign Lender, attached to the Assignment and
Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee; (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, any other Agent, the Assignor or any other Bank,
and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it will
perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a
Bank, and (iii) any information obtained by it in connection with the Loan Documents shall be









 



-8-

held and treated in accordance with the terms of the Credit Agreement; and (c) appoints and
authorizes the Administrative Agent [and any other applicable Agent] to take such actions as agent
on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents
as are delegated to the Administrative Agent [and any other applicable Agent] by the terms thereof,
together with such powers as are reasonably incidental thereto.




     2. Payments. From and after the Effective Date, the Administrative Agent and any
other applicable Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have
accrued prior to, on or after the Effective Date. The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Administrative Agent or any other applicable Agent for
periods prior to the Effective Date or with respect to the making of this assignment directly
between themselves.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the laws of the State of New York (without reference to
conflicts of laws other than New York General Obligations Law Section 5-1401).










 



-9-




Exhibit E




[FORM OF]

SUBORDINATION PROVISIONS




     1. “Borrowers” — Collectively, Ryder System, Inc., Ryder Truck Rental Holdings Canada
Ltd., Ryder Truck Rental Canada, Ltd., Ryder Limited, Ryder System Holdings (U.K.) Limited, Ryder
Puerto Rico, Inc. and any other obligor from time to time under the Credit Agreement.



     2. “Credit Agreement” — the Global Revolving Credit Agreement, dated as of
April 30, 2009 (as amended, modified, supplemented or restated and in effect from time to time, the
“Credit Agreement”), by and among (i) Ryder System, Inc., Ryder Truck Rental Holdings Canada Ltd.,
Ryder Truck Rental Canada Ltd., Ryder Limited, Ryder System Holdings (U.K.) Limited, and Ryder
Puerto Rico, Inc., (ii) the lending institutions identified as Banks therein, (iii) Bank of
America, N.A., as Administrative Agent for the Banks, (iv) Royal Bank of Canada, as Canadian Agent
for the Banks and (v) The Royal Bank of Scotland plc, as United Kingdom Agent for the Banks, with
Banc of America Securities LLC and RBS Securities Inc., each acting as a lead arranger and book
manager, including any such agreement increasing the principal amount of, extending the maturity
of, refinancing or otherwise restructuring (including, but not limited to, the inclusion of
additional borrowers thereunder that are subsidiaries of the Borrowers or the inclusion of
additional or different or substitute lenders thereunder) all or any portion of the indebtedness
under such agreement or any successor to such Agreement. Capitalized terms used and not defined
herein shall have the meanings ascribed thereto in the Credit Agreement.



     3. “Senior Debt” — at any date, without duplication, (a) the principal amount
outstanding from time to time under the Credit Agreement and any future indebtedness of the
Borrowers unless the instrument creating such future indebtedness specifically provides that such
indebtedness is subordinate to the Senior Debt; (b) interest, fees, expenses, indemnities and all
other monetary obligations payable by the Borrowers in connection therewith; and (c) any interest
payable in respect of the foregoing subsequent to the commencement of any proceeding against or
with respect to the Borrowers or any of them under any chapter of the Bankruptcy Code, 11 U.S.C.
§101 et. seq. or any similar bankruptcy, insolvency or reorganization law
(collectively, the “Bankruptcy Code”), regardless of whether or not the holder of
such Senior Debt would be entitled to receive dividends or payments with respect to any such
interest in any such proceeding (“Post-Petition Interest”).



     4. “Subordinated Debt” — The indebtedness of the Borrowers under this
agreement.









 



-10-


     5. Bankruptcy, Liquidation, Etc. — (a) Upon any payment or
distribution of assets of the Borrowers to creditors in the event of:




     (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding in connection therewith; or




     (ii) any liquidation, dissolution or other winding up of the Borrowers, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy; or




     (iii) any assignment for the benefit of creditors or any other marshalling of assets
and liabilities of the Borrowers;



     then, and in any such event, the holders of Senior Debt shall be entitled to be indefeasibly paid
in full in cash or cash equivalents all amounts due or to become due (whether or not an event of
default has occurred thereunder or the maturity of such Senior Debt has been declared due and
payable prior to the date on which it would otherwise would have become due and payable) on or in
respect of all Senior Debt, including any Post-Petition Interest thereon, before any payment is
made to the holders of Subordinated Debt or to the trustee on behalf of the holders of Subordinated
Debt.



     (b) Upon the occurrence of any event described in clause (a) of this section, any distribution
of assets of the Borrowers which the holders of Subordinated Debt would be entitled to receive
following the occurrence of such event were it not for the provisions hereof, shall be paid by the
Borrowers or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution directly to the holders of Senior Debt (pro
rata to each such holder on the basis of the respective amounts of such Senior Debt held by
such holder) or their representatives to the extent necessary to pay all such Senior Debt in full
in cash or cash equivalents, after giving effect to any concurrent prepayment or distribution to or
for the benefit of the holders of such Senior Debt, before any payment is made to the holders of
Subordinated Debt.



     (c) In the event that, notwithstanding the foregoing provisions of this section, the holders
of Subordinated Debt, or any trustee on behalf of the holders of Subordinated Debt, have received
any payment or distribution of assets of the Borrowers (including any such payment or distribution
which may be payable or deliverable by reason of the payment of any other indebtedness of the
Borrowers being subordinated to the payment of Subordinated Debt) following the occurrence of any
event described in (a) above before all Senior Debt is indefeasibly paid in full, then and in such
event such payment or distribution shall be held in trust for the benefit of the holders of Senior
Debt and shall be paid over or delivered to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other person making payment or distribution of assets of the
Borrowers for application to the payment of all Senior Debt remaining









 



-11-



unpaid to the extent necessary to pay all Senior Debt in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.



          (d) In the event that any of the Borrowers shall file or have filed against it a petition
under any chapter of the Bankruptcy Code or be adjudicated a bankrupt thereunder, with the result
that any of the Borrowers are excused from the obligation to pay all or any part of the interest
otherwise payable in respect of any Senior Debt during the period subsequent to the commencement of
any such proceedings under the Bankruptcy Code, each holder of Subordinated Debt by its acceptance
hereof does hereby agree that all or any part of such interest, as the case may be, shall be
payable out of, and to that extent diminish and be at the expense of, reorganization dividends or
other distributions in respect of such Subordinated Debt.




     6. Senior Debt Default — (a) In the event and during the continuation
of any default in the payment of any Senior Debt when the same becomes due and payable, whether at
maturity or at a date fixed for the prepayment or by acceleration or otherwise (a “Payment
Default”), then (i) no direct or indirect payment (in cash, property, securities, by
set-off or otherwise) shall be made by the Borrowers on account of principal of or interest or
premium (if any) on the Subordinated Debt or on account of any mandatory redemption provisions of
the Subordinated Debt, or in respect of any retirement, purchase or other acquisition of any of the
Subordinated Debt unless and until such Payment Default shall have been cured or waived or shall
have ceased to exist and any acceleration of such Senior Debt shall have been rescinded or
annulled; and (ii) the Subordinated Debt may not be declared due and payable before its stated
maturity unless and until the earlier of the (A) date on which such Payment Default shall have been
cured or waived or shall have ceased to exist and any acceleration of such Senior Debt shall have
been rescinded or annulled, or (B) 90 days after the occurrence of such Payment Default.



          (b) In the event and during the continuation of any default other than a Payment Default with
respect to any Senior Debt which permits (or with notice or lapse of time, or both, would permit)
the holders of such Senior Debt (or a trustee or agent on behalf of the holders thereof) to declare
such Senior Debt due and payable prior to the date on which it would otherwise have become due and
payable, upon the occurrence of (x) the receipt by the Borrowers and the trustee on behalf of the
holders of Subordinated Debt of written notice of such default from the holders of such Senior Debt
(or a trustee or agent on behalf of the holders thereof) to which such default relates or (y) if
such default results from an acceleration of the Subordinated Debt, the date of such acceleration,
no payment or distribution prohibited by clause (a) of this section may be made by the Borrowers
for a period (the “Payment Blockage Period”) commencing on the earlier of
the date of receipt of such notice or the date of such acceleration and ending 180 days thereafter
(unless such Payment Blockage Period shall be terminated by written notice to the trustee on behalf
of the holders of Subordinated Debt and the Borrowers from the holders of such Senior Debt or a
trustee or agent on behalf of the holders thereof); provided, however, that not
more than one Payment Blockage Period may be commenced with respect to the Subordinated Debt during
any 360 day period.










 



-12-



Notwithstanding this clause (b), in the event that the holders of such Senior Debt (or a trustee or
agent on behalf of the holders thereof) declare such Senior Debt due and payable prior to the date
on which it would otherwise have become due and payable because of any default described under this
clause (b), a Payment Default shall be deemed to have occurred as of the date of such acceleration
and the provisions of clause (a) will apply as of such date.











 



-13-




EXHIBIT F




[FORM OF]

BANKERS’ ACCEPTANCE NOTICE




Date: [_________________]




Royal Bank of Canada,
  as
Canadian Agent

Royal Bank Plaza

P.O. Box 50

200 Bay Street

12th Floor, South Tower

Toronto, Ontario MSJ 2J5

Attention: Agency Services Group




Ladies and Gentlemen:




     Reference is made to the Global Revolving Credit Agreement, dated as of April 30, 2009 (as
amended, modified, supplemented or restated and in effect from time to time, the “Credit
Agreement”), by and among (i) Ryder System, Inc., Ryder Truck Rental Holdings Canada Ltd., Ryder
Truck Rental Canada Ltd., Ryder Limited, Ryder System Holdings (U.K.) Limited, and Ryder Puerto
Rico, Inc., (ii) the lending institutions identified as Banks therein, (iii) Bank of America, N.A.,
as Administrative Agent for the Banks, (iv) Royal Bank of Canada, as Canadian Agent for the Banks
and (v) The Royal Bank of Scotland plc, as United Kingdom Agent for the Banks, with Banc of America
Securities LLC and RBS Securities Inc., each acting as a lead arranger and book manager.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such
terms in the Credit Agreement.



     Each of Ryder Truck Rental Holdings Canada Limited and Ryder Truck Rental Canada Ltd. (the
“Canadian Borrowers”) hereby requests a borrowing by way of Bankers’ Acceptances under the Credit
Agreement and in that connection sets forth below the information relating to such borrowing (the
“Proposed Borrowing”) as required by Section 3.1 of the Credit Agreement:




	 	(a)	 	Aggregate Face Amount of Bankers’ Acceptances2/
C$___.
	 
	 	(b)	 	Date of Proposed Borrowing ___.
	 
	 	(c)	 	Term1/ ___months.







 




			
	1	 	Not less than C$3,000,000.00 and in integral multiples of
C$100,000.00 in excess thereof.
	 
	2	 	Must be 1, 2, 3 or 6 months maturing no later than five (5) days
prior to the Maturity Date.










 



-14-






     Each of the Canadian Borrowers acknowledges that, as a condition precedent to the acceptance
of any of the requested Bankers’ Acceptances, an Acceptance Fee shall be payable to each of the
Canadian Banks in respect thereof pursuant to Section 3.3 of the Credit Agreement.



     By delivery of this Bankers’ Acceptance Notice and the acceptance of any or all of the
Bankers’ Acceptances by the Canadian Banks in response to this Bankers’ Acceptance Notice, the
Canadian Borrowers shall be deemed to have represented and warranted that the conditions to lending
specified in Section 12 of the Credit Agreement have been satisfied with respect to the Proposed
Borrowing.



	 	 	 	 	 
	 	Very truly yours,





RYDER TRUCK RENTAL HOLDINGS CANADA LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RYDER TRUCK RENTAL CANADA LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



-15-




EXHIBIT G-1




[FORM OF]

DOMESTIC SWING LINE LOAN REQUEST




Bank of America, N.A.
  as
Domestic Swing Line Lender

101 North Tryon Street

One Independence Center

Mail Code: NC1-001-04-39

Charlotte, NC 28255-0001




The Royal Bank of Scotland plc
  as
Domestic Swing Line Lender




___


___]




Ladies and Gentlemen:





     In accordance with the provisions of section 2.12(b) of that certain Global Revolving Credit
Agreement, dated as of April 30, 2009 (as amended, modified, supplemented or restated and in effect
from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have
the meanings ascribed thereto in the Credit Agreement), by and among (i) Ryder System, Inc.
(“Ryder”), Ryder Truck Rental Holdings Canada Ltd., Ryder Truck Rental Canada Ltd., Ryder Limited,
Ryder System Holdings (U.K.) Limited, Ryder Puerto Rico, Inc., (ii) the lending institutions
identified as Banks therein, (iii) Bank of America, N.A., as Administrative Agent for the Banks,
(iv) Royal Bank of Canada, as Canadian Agent for the Banks and (v) The Royal Bank of Scotland plc,
as United Kingdom Agent for the Banks, with Banc of America Securities LLC and RBS Securities Inc.,
each acting as a lead arranger and book manager, notice is hereby given of our intention to borrow
a Domestic Swing Line Loan (to be made by each Domestic Swing Line Lender ratably based on its
Domestic Swing Line Commitment Percentage of such Domestic Swing Line Loan), in the aggregate
principal amount of [$___], on [Drawdown Date]. The Swing Line Loan Maturity Date
relating to such Loan shall be [___].



     This notice shall constitute certification of compliance by Ryder as to the matters set forth
in [§11 and]1/ §12 of the Credit Agreement. Thank you for your attention to this matter.





 




			
	1	 	Applicable only to Domestic Swing Line Loan Request on
the Closing Date.





	 	 	 	 	 
	 	Yours sincerely,





RYDER SYSTEM, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



-16-




EXHIBIT G-2




[FORM OF]

U.K. SWING LINE LOAN REQUEST




Royal Bank of Scotland Plc, as U.K. Agent

3rd Floor

2 1/2 Devonshire Square

London EC2M 4XJ

Depot Code 028]

Attention: Loans Administration — Agency




Ladies and Gentlemen:





     In accordance with the provisions of section 2.13(b) of that certain Revolving Credit
Agreement, dated as of April 30, 2009 (as amended, modified, supplemented or restated and in effect
from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have
the meanings ascribed thereto in the Credit Agreement), by and among (i) Ryder System, Inc.
(“Ryder”), Ryder Truck Rental Holdings Canada Ltd., Ryder Truck Rental Canada Ltd., Ryder Limited
(“Ryder Ltd.”), Ryder System Holdings (U.K.) Limited (“RSH,” and together with Ryder Ltd., the
“U.K. Borrowers”), and Ryder Puerto Rico, Inc., (ii) the lending institutions identified as Banks
therein, (iii) Bank of America, N.A., as Administrative Agent for the Banks, (iv) Royal Bank of
Canada, as Canadian Agent for the Banks and (v) The Royal Bank of Scotland plc, as United Kingdom
Agent for the Banks, with Banc of America Securities LLC and RBS Securities Inc., each acting as a
lead arranger and book manager, notice is hereby given of our intention to borrow a U.K. Swing Line
Loan denominated in [Sterling/Euros/U.S. Dollars], in the principal amount of [£/EU/$___],
on [Drawdown Date]. The Swing Line Loan Maturity Date relating to such Loan shall be
[___].



     This notice and the confirmation signatures of the authorized official of Ryder evidenced
herewith or produced separately and submitted herewith shall constitute certification of compliance
by the U.K. Borrowers and Ryder as to the matters set forth in [§11 and]/ §12 of the Credit
Agreement. Thank you for your attention to this matter.





 




			
	1	 	Applicable only to U.K. Loan Request on the Closing Date.





	 	 	 	 	 
	 	Yours sincerely,





RYDER LIMITED


RYDER SYSTEM HOLDINGS (U.K.) LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	The above notice is hereby confirmed on behalf of Ryder by:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Date:











 



-17-




EXHIBIT G-3




[FORM OF]

CANADIAN SWING LINE LOAN REQUEST




Royal Bank of Canada,
  as
Canadian Swing Line Lender

20 King Street West

7th Floor

Toronto, Ontario

Canada

M5H 1C4

Attention: Global Loan Administration




Ladies and Gentlemen:





     In accordance with the provisions of section 2.14(b) of that certain Global Revolving Credit
Agreement, dated as of April 30, 2009 (as amended, modified, supplemented or restated and in effect
from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have
the meanings ascribed thereto in the Credit Agreement), by and among (i) Ryder System, Inc., Ryder
Truck Rental Holdings Canada Ltd. (“Ryder Holdings Canada”), Ryder Truck Rental Canada Ltd. (“Ryder
Canada,” and together with Ryder Holdings Canada, the “Canadian Borrowers”), Ryder Limited, Ryder
System Holdings (U.K.) Limited and Ryder Puerto Rico, Inc., (ii) the lending institutions
identified as Banks therein, (iii) Bank of America, N.A., as Administrative Agent for the Banks,
(iv) Royal Bank of Canada, as Canadian Agent for the Banks and (v) The Royal Bank of Scotland plc,
as United Kingdom Agent for the Banks, with Banc of America Securities LLC and RBS Securities Inc.,
each acting as a lead arranger and book manager, notice is hereby given of our request to borrow a
Canadian Swing Line Loan denominated in [Canadian/U.S.] Dollars, in the principal amount of
[C$/US$___], on [Drawdown Date]. The Swing Line Loan Maturity Date relating to such Loan
shall be [___].



     This notice and the confirmation signatures of the authorized official of Ryder evidenced
herewith or produced separately and submitted herewith shall constitute certification of compliance
by the Canadian Borrowers and Ryder as to the matters set forth in §12 of the Credit Agreement.
Thank you for your attention to this matter.









 



-18-

	 	 	 	 	 
	 	Yours sincerely,





RYDER TRUCK RENTAL HOLDINGS CANADA LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RYDER TRUCK RENTAL CANADA LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	The above notice is hereby confirmed on behalf of Ryder by:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Date:











 



-19-




Annex A




POWER OF ATTORNEY TERMS- BANKERS’ ACCEPTANCES





     In order to facilitate the acceptance of Bankers’ Acceptances pursuant to the terms of the
Global Revolving Credit Agreement, dated as of April 30, 2009 (as amended and in effect from time
to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the
meanings ascribed thereto in the Credit Agreement), by and among (i) Ryder System, Inc., Ryder
Truck Rental Holdings Canada Ltd. (“Ryder Holdings Canada”), Ryder Truck Rental Canada Ltd. (and
together with Ryder Holdings Canada, the “Canadian Borrowers”), Ryder Limited, Ryder System
Holdings (U.K.) Limited, and Ryder Puerto Rico, Inc., (ii) the lending institutions identified as
Banks therein, (iii) Bank of America, N.A., as Administrative Agent for the Banks, (iv) Royal Bank
of Canada, as Canadian Agent for the Banks and (v) The Royal Bank of Scotland plc, as U.K. Agent
for the Banks, with Banc of America Securities LLC and RBS Securities Inc., each acting as a lead
arranger and book manager, each of the Canadian Borrowers hereby appoints each Canadian Bank
(individually, the “Canadian Bank”), acting by its duly authorized signatories (the “Attorney”) for
the time being at the Canadian Bank’s main branch in Toronto, Ontario or at such other branch
designated by the Bank (the “Branch of Account”), the attorney of such Canadian Borrower:




	1.	 	to sign for and on behalf and in the name of each Canadian Borrower as drawer, drafts in the
Canadian Bank’s standard form of a “depository bill” under and as defined in the Depository
Bills and Notes Act (Canada) (the “DBNA”) (“Drafts”) drawn on the Canadian Bank payable to the
order of a “clearing house” under the DBNA or its nominee for deposit by the Canadian Bank
with the “clearing house” after acceptance thereof by the Canadian Bank; and
	 
	2.	 	to fill in the amount, date and maturity date of such Drafts;




provided that such acts in each case are to be undertaken by the Canadian Bank in accordance with
written instructions given to the Canadian Bank by the authorized officers of each Canadian
Borrower as provided in this power of attorney.




     Notwithstanding paragraph 1 above, in the event the Canadian Bank is an old system issuer,
such Canadian Bank shall sign for and on behalf of and in the name of the Canadian Borrower as
drawer, drafts in the Canadian Bank’s standard form (“Old System Issuer Drafts") drawn on the
Canadian Bank payable to the order of the Canadian Bank.



     Instructions to the Canadian Bank relating to the execution, completion, endorsement, discount
and/or delivery or deposit by the Canadian Bank on behalf of each Canadian Borrower of Drafts or
Old System Issuer Drafts, as applicable, which the Canadian Borrower wishes to submit to the
Canadian Bank for acceptance by the Canadian Bank shall be communicated by the Canadian Agent
and/or by officers of the Canadian Borrower, designated by the Canadian Borrower as its “authorized
officers” to the Canadian Bank in writing at the Branch of Account following delivery by the
Canadian Borrowers of a Bankers’ Acceptance Notice or any other notice in connection with Bankers’
Acceptances delivered pursuant to the Credit Agreement.



     The communication in writing by the authorized officers of each Canadian Borrower to the
Canadian Bank of the instructions referred to above shall constitute the









 



-20-

authorization and
instruction of each Canadian Borrower to the Canadian Bank to complete and execute and, if
applicable, endorse Drafts and Old System Issuer Drafts in accordance with such information as set
out above and the request of each Canadian Borrower to the Canadian Bank to accept such Drafts and
Old System Issuer Drafts and deliver the same or deposit the same with the “clearing house”,
against payment as set out in the instructions. Each Canadian Borrower acknowledges that the
Canadian Bank shall not be obligated to accept any such Drafts and Old System Issuer Drafts except
in accordance with the provisions of the Credit Agreement. The Canadian Bank shall be and it is
hereby authorized to act on behalf of each Canadian Borrower upon and in compliance with
instructions communicated to the Canadian Bank as provided herein if the Canadian Bank reasonably
believes them to be genuine.




     Each Canadian Borrower agrees to indemnify the Canadian Bank and its directors, officers,
employees, affiliates and agents and to hold it and them harmless from and against any loss,
liability, expense or claim of any kind or nature whatsoever incurred by any of them as a result of
any action or inaction in any way relating to or arising out of this power of attorney or the acts
contemplated hereby including the deposit of any Draft with the “clearing house”; provided that
this indemnity shall not apply to any such loss, liability, expense or claim which results from the
gross negligence or wilful misconduct of the Bank or any of its directors, officers, employees,
affiliates or agents.



     This power of attorney may be revoked by the Canadian Borrowers at any time upon not less than
five (5) Business Days’ written notice served upon the Canadian Bank at the Branch of Account,
provided that (i) it may be replaced with another power of attorney forthwith in accordance with
the requirements of the Credit Agreement; and (ii) no such revocation shall reduce, limit or
otherwise affect the obligations of the Canadian Borrowers in respect of any Draft or Old System
Issuer Drafts executed, completed, discounted and/or deposited in accordance herewith prior to the
time at which such revocation becomes effective. This power of attorney may be terminated by the
Canadian Bank at any time upon not less than five (5) Business Days’ written notice to the Canadian
Borrowers.



     Any revocation or termination of this power of attorney shall not affect the rights of the
Canadian Bank and the obligations of the Canadian Borrowers with respect to the indemnities of the
Canadian Borrowers above stated with respect to all matters arising prior in time to any such
revocation or termination.



     This power of attorney is in addition to and not in substitution for any agreement to which
the Canadian Bank and the Canadian Borrowers are parties.



     This power of attorney shall be governed in all respects by the laws of the Province of
Ontario and the laws of Canada applicable therein and each of the Canadian Borrowers and the
Canadian Bank hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of such
jurisdiction in respect of all matters arising out of this power of attorney.



     In the event of a conflict between the provisions of this Power of Attorney and the Credit
Agreement, the Credit Agreement shall prevail.






-21-