EXHIBIT 4.102
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EXECUTION COPY
AMENDMENT NO. 2
TO
MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
dated as of March 25, 2003
among
RENTAL CAR FINANCE CORP.,
as Lessor
DTG OPERATIONS, INC., formerly known as
Dollar Rent A Car Systems, Inc.,
as a Lessee and Servicer
and
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
as Master Servicer and Guarantor
AMENDMENT NO. 2
TO MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
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This Amendment No. 2 to Master Motor Vehicle Lease and Servicing Agreement
dated as of March 25, 2003 ("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 ("Lessee"), and Dollar Thrifty Automotive Group, Inc., a Delaware
corporation, as Master Servicer and Guarantor (in such capacity, the
"Guarantor") (Lessor, Lessee and the Guarantor are collectively referred to
herein as the "Parties").
RECITALS:
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A. Lessor, Lessee and the Guarantor entered into that certain Master
Motor Vehicle Lease and Servicing Agreement dated as of March 6, 2001, as
amended by Amendment No. 1 to Master Motor Vehicle Lease and Servicing Agreement
dated as of December 12, 2002 (collectively, 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 meaning 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) By adding a new Section 5.6 which states the following:
5.6 Allocation of Rent and Charges. Rent and other charges paid
in respect of any Vehicles and any Due Date shall first be
allocated to the payment of Monthly Variable Rent or Monthly
Finance Rent, due for such Vehicles, as applicable, then to the
Availability Payment due for such Vehicles and then to the
payment of the remaining Rent obligations and other charges due
for such Vehicles.
(b) By deleting the first sentence of Section 9 and replacing it with
the following:
Each Lessee, at its expense, shall be responsible for proper
registration and licensing of the Vehicles leased by it
hereunder, and the titling of such Vehicles in the name of the
Lessor (in the case of Acquired Vehicles and Texas Vehicles) or
the Lessor or such Lessee, as applicable (in the case of Financed
Vehicles), in each case with the Lien of the Master Collateral
Agent noted thereon, and where required, each Lessee shall or
shall cause the related Franchisees to have Vehicles inspected by
any appropriate governmental authority; provided, however, that
notwithstanding the foregoing, unless a Liquidation Event of
Default shall have occurred and be continuing, possession of all
Certificates of Title shall remain with each Servicer of the
related Vehicles or the Master Servicer with such Certificates of
Title to be held in trust, as agent of and custodian for the
Master Collateral Agent; provided further that, if a Liquidation
Event of Default shall have occurred and be continuing, the
Master Collateral Agent shall have the right to take possession
of all such Certificates of Title immediately from each Servicer
and the Master Servicer, as applicable.
(c) By deleting Section 17.1.1 in its entirety and replacing it with
the following:
"17.1.1 there occurs a default in the payment of (i) any Monthly
Base Rent, Monthly Variable Rent, Monthly Finance Rent,
Termination Payment, Casualty Payment, Late Return Payment,
Monthly Supplemental Payment, Availability Payment or (ii) any
other amount payable under this Lease, and, any such case, the
continuance thereof for five (5) Business Days after notice
thereof by the Lessor, the Master Collateral Agent or the Trustee
to the applicable Lessee and the Guarantor;"
(d) By deleting Section 17.2 in its entirety and replacing it with
the following:
17.2 Effect of Lease Event of Default. If (i) a Lease Event of
Default described in Section 17.1.1(i), 17.1.2 or 17.1.5 shall
occur, then the Monthly Base Rent, the Monthly Supplemental
Payment and Casualty Payments (in each case calculated, with
respect to Financed Vehicles, as if all such Financed Vehicles
had become a Casualty for the Related Month), the Monthly
Variable Rent, the Availability Payment and the Monthly Finance
Rent (in each case calculated as if the full amount of interest,
principal and other charges under all Outstanding Series of Notes
included in the Group III Series of Notes were then due and
payable in full), Termination Payments and Late Return Payments
shall, automatically, without further action by the Lessor or the
Trustee, become immediately due and payable or (ii) any other
Lease Event of Default or any Liquidation Event of Default shall
occur, the Lessor or the Trustee may declare the Rent and all
other charges and payments (calculated as described in clause (i)
above) to be due and payable, whereupon such Rent and such other
charges and payments (as so calculated) shall, subject to Section
17.5, become immediately due and payable.
(e) By deleting "$25,000,000" in each place contained in Section 18.1
and replacing each with "$40,000,000".
(f) By deleting Section 25.5 in its entirety and replacing it with
the following:
"Section 25.5 No Financed Vehicles. Notwithstanding anything to
the contrary contained in this Lease, submit requests to or
otherwise lease, or cause to be leased, hereunder any Financed
Vehicles without the prior written consent of the Required
Beneficiaries, each Enhancement Provider with respect to each
Group III Series of Notes and the Rating Agencies (which consent
of the Rating Agencies may be evidenced by a written confirmation
by such Rating Agencies that the leasing of such Financed
Vehicles by RCFC under the Financing Lease will not result in the
reduction or withdrawal of the then current ratings on each
outstanding Group III Series of Notes)."
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 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 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]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
LESSOR:
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RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
By:_____________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
LESSEE:
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DTG OPERATIONS, INC., formerly known as
Dollar Rent A Car Systems, Inc., an
Oklahoma corporation
By:_____________________________________
Xxxxxx X. Xxxx
Treasurer
GUARANTOR:
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
a Delaware corporation
By:_____________________________________
Xxxxxx X. Xxxx
Treasurer
The following hereby consent to the foregoing Amendment as of the day and
year first above written.
MASTER COLLATERAL AGENT AND TRUSTEE:
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DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust Company,
a New York banking corporation
By:_____________________________________
Name:________________________________
Title:_______________________________
GROUP III NOTEHOLDERS:
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AMBAC ASSURANCE CORPORATION, a
Wisconsin-domiciled stock insurance
corporation
By:_____________________________________
Name:________________________________
Title:_______________________________
MBIA INSURANCE CORPORATION
By:_____________________________________
Name:________________________________
Title:_______________________________
ENHANCEMENT PROVIDERS:
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CREDIT SUISSE FIRST BOSTON, CAYMAN
ISLANDS BRANCH
By:_____________________________________
Name:________________________________
Title:_______________________________
By:_____________________________________
Name:________________________________
Title:_______________________________
JPMORGAN CHASE BANK
By:_____________________________________
Name:________________________________
Title:_______________________________
DRESDNER BANK AG
By:_____________________________________
Name:________________________________
Title:_______________________________
By:_____________________________________
Name:________________________________
Title:_______________________________
