EXHIBIT 4.89
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AMENDMENT NO. 1
TO
MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
dated as of December 12, 2002
among
RENTAL CAR FINANCE CORP.,
as Lessor,
DTG OPERATIONS, INC.,
as a Lessee and Servicer,
THRIFTY RENT-A-CAR SYSTEM, INC.,
as a Lessee and Servicer,
and
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
as Master Servicer and Guarantor
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AMENDMENT NO. 1
TO MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
This Amendment No. 1 to Master Motor Vehicle Lease and Servicing
Agreement, dated as of December 12, 2002 ("Amendment"), among Rental Car Finance
Corp., an Oklahoma corporation, as Lessor ("Lessor"), DTG Operations, Inc.,
formerly known as Dollar Rent A Car Systems, Inc., an Oklahoma corporation, as a
Lessee and Servicer ("Dollar"), Thrifty Rent-A-Car System, Inc., an Oklahoma
corporation, as a Lessee and Servicer ("Thrifty") (Dollar and Thrifty are
collectively referred to herein as the "Lessees"), and Dollar Thrifty Automotive
Group, Inc., a Delaware corporation, as Master Servicer and Guarantor (in such
capacity, the "Guarantor") (Lessor, Lessees and the Guarantor are collectively
referred to herein as the "Parties").
RECITALS
A. Lessor, Lessees and the Guarantor entered into that certain Master
Motor Vehicle Lease and Servicing Agreement, dated as of March 6, 2001 (the
"Master Lease"); and
B. The Parties wish to amend the Master Lease as provided herein.
Now therefore, the Parties hereto agree as follows:
1. Definitions. Capitalized terms used in this Amendment not herein
defined shall have the meanings contained in the Master Lease.
2. Amendments. Upon the terms and subject to the conditions set
forth in this Amendment, the parties hereto hereby agree to amend the Master
Lease as follows:
a. All references to "Dollar Rent A Car Systems, Inc." in the
Master Lease and all agreements entered into in connection
therewith shall be deemed to be to "DTG Operations, Inc.".
b. Effective January 1, 2003, all references to "Thrifty" and
"Thrifty Rent-A-Car System, Inc." in the Master Lease shall be
deleted in their entirety and from and after January 1, 2003,
Thrifty shall be removed as a party to the Master Lease and shall
have no further obligations thereunder, other than any
obligations arising prior to January 1, 2003.
3. Effect of Amendment. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of any of the Parties
hereto under the Master Lease, nor alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Master Lease, all of which are hereby ratified and affirmed in all respects by
each of the Parties hereto and shall continue in full force and effect. This
Amendment shall apply and be effective upon the execution hereof by the parties
hereto and then only with respect to the provisions of the Master Lease
specifically referred to herein, and any references in the Master Lease to the
provisions of the Master Lease specifically referred to herein shall be to such
provisions as amended by this Amendment.
4. Applicable Provisions. Pursuant to Section 22 of the Master
Lease, the Lessor, the Lessees and the Guarantor may enter into an amendment to
the Master Lease provided that the Master Collateral Agent and the Trustee, the
Required Group III Noteholders and each Enhancement Provider with respect to
each Series of Notes included in Group III consent thereto in writing.
5. Waiver of Notice. Each of the Parties hereto waives any prior
notice and any notice period that may be required by any other agreement or
document in connection with the execution of this Amendment.
6. Binding Effect. This Amendment shall be binding upon and inure
to the benefit of the Parties and their respective successors and assigns.
7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE POVISIONS
THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
8. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties herein in separate counterparts, each of
which when executed and delivered shall be deemed to be an original and all of
which taken together shall constitute but one and the same agreement.
[signatures follow]
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In witness thereof, the Parties have caused this Amendment to be duly
executed by their respective officers thereunto duty authorized, as of the date
first above written.
LESSOR:
RENTAL CAR FINANCE CORP.
By:________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
LESSEES:
DTG OPERATIONs, INC., formerly
known as Dollar Rent A Car
Systems, Inc.
By:________________________________
Xxxxxxx X. XxXxxxx
Treasurer
Thrifty Rent-A-Car System, Inc.
By:________________________________
Xxxxxx X. Xxxx
Treasurer
GUARANTOR:
Dollar Thrifty Automotive Group,
Inc.
By:________________________________
Xxxxxx X. Xxxx
Treasurer
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The following hereby consent to the foregoing Amendment as of the date
first above written.
MASTER COLLATERAL AGENT AND
TRUSTEE:
DEUTSCHE BANK Trust Company
AMERICAS, formerly known as
Bankers Trust Company
By:________________________________
Name:
Title:
GROUP III NOTEHOLDERS:
AMBAC ASSURANCE CORPORATION
By:________________________________
Name:
Title:
ENHANCEMENT pROVIDER:
Credit Suisse First Boston, NEW
YORK BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
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