EXHIBIT 4.123
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AMENDMENT NO. 5
TO
AMENDED AND RESTATED SERIES 1998-1 SUPPLEMENT
dated as of May 5, 2004
between
RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust Company,
a New York banking corporation,
as Trustee and Enhancement Agent
AMENDMENT NO. 5
TO AMENDED AND RESTATED SERIES 1998-1 SUPPLEMENT
------------------------------------------------
This Amendment No. 5 to Amended and Restated Series 1998-1 Supplement dated
as of May 5, 2004 ("Amendment"), between Rental Car Finance Corp., an Oklahoma
corporation ("RCFC"), and Deutsche Bank Trust Company Americas, formerly known
as Bankers Trust Company, a New York banking corporation, as Trustee and
Enhancement Agent (the "Trustee") (RCFC and the Trustee are collectively
referred to herein as the "Parties").
RECITALS:
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A. RCFC, as Issuer, and the Trustee entered into that certain Base
Indenture dated as of December 13, 1995, as amended by the Amendment to Base
Indenture dated as of December 23, 1997 (the "Base Indenture"); and
B. RCFC and the Trustee entered into that certain Amended and Restated
Series 1998-1 Supplement dated as of February 26, 2002, as subsequently amended
by (i) Amendment No. 1 to Amended and Restated Series 1998-1 Supplement dated as
of August 12, 2002, (ii) Amendment No. 2 to Amended and Restated Series 1998-1
Supplement dated as of December 12, 2002, (iii) Amendment No. 3 to Amended and
Restated Series 1998-1 Supplement dated as of February 24, 2003, and (iv)
Amendment No. 4 to Amended and Restated Series 1998-1 Supplement dated as of
March 24, 2004 (as amended to the date hereof, the "Series 1998-1 Supplement");
and
C. The Parties wish to amend and supplement the Series 1998-1 Supplement
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 meaning contained in the Series 1998-1 Supplement and if
not defined therein shall have the meaning set forth in the Definitions List
attached as Schedule 1 to the Base Indenture.
2. Amendment. The Series 1998-1 Supplement is hereby amended by amending
Schedule 1 referenced in the definition of "Maximum Manufacturer Percentage" in
Article 2(b). The Schedule 1 attached hereto as Exhibit A amends, restates,
replaces and supersedes in its entirety the current Schedule 1.
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 Series 1998-1 Supplement, nor alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Series 1998-1 Supplement, 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 only with
respect to the provisions of the Series 1998-1 Supplement specifically referred
to herein and any references in the Series 1998-1 Supplement to the provisions
of the Series 1998-1 Supplement specifically referred to herein shall be to such
provisions as amended by this Amendment.
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4. Applicable Provision. Pursuant to Section 8.6 of the Series 1998-1
Supplement, the Series 1998-1 Supplement may be amended or modified without the
consent of any Group II Noteholder but with the consent of RCFC, DTAG and the
Trustee and written confirmation of the then current ratings of the Series
1998-1 Notes from the Rating Agencies to amend the definition of "Maximum
Manufacturer Percentage" and to make changes related thereto.
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 PROVISIONS 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 hereto 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 ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
RCFC:
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RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
By:_____________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
TRUSTEE AND ENHANCEMENT AGENT:
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DEUTSCHE BANK TRUST COMPANY
AMERICAS, formerly known as
Bankers Trust Company, a
New York banking
corporation
By:_____________________________________
Name:________________________________
Title:_______________________________
Pursuant to Section 8.6 of the Series 1998-1 Supplement, Dollar Thrifty
Automotive Group, Inc. hereby consents to the foregoing Amendment as of the day
and year first above written.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
a Delaware corporation
By:_____________________________________
Xxxxxx X. Xxxx
Treasurer
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EXHIBIT A
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SCHEDULE 1
Schedule of Maximum Manufacturer Percentages of Group II Vehicles
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Maximum Maximum
Eligible Manufacturer Program Percentage* Non-Program Percentage*
--------------------- ------------------- -----------------------
DaimlerChrysler 100% 30%
Ford 100% 30%
Toyota 100% 30%
General Motors 100% 30%
Honda 0% 30%
Nissan 0% 30%
Volkswagen 0% 30%
Mazda 0% Up to 25%
Subaru 0% Up to 15% (1) (2)
Suzuki 0% Up to 15% (1) (2)
Mitsubishi 0% Up to 15% (1) (2)
Isuzu 0% Up to 15% (1) (2)
Kia 0% Up to 5% (2) (3)
Hyundai 0% Up to 8% (2) (3)
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(1) The combined percentage of Group II Vehicles which are Non-Program Vehicles
manufactured by Subaru, Suzuki, Mitsubishi or Isuzu shall not exceed 15% in
the aggregate.
(2) The combined percentage of Group II Vehicles which are Non-Program Vehicles
manufactured by Subaru, Suzuki, Mitsubishi, Isuzu, Kia or Hyundai shall not
exceed 25% in the aggregate.
(3) The combined percentage of Group II Vehicles which are Non-Program Vehicles
manufactured by Kia and Hyundai shall not exceed 10% in the aggregate.
* As a percentage of Group II Collateral.
