Exhibit 4.56
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AMENDMENT NO. 2
TO SERIES 2000-1 SUPPLEMENT
Dated as of January 31, 2002
This AMENDMENT NO. 2 TO SERIES 2000-1 SUPPLEMENT, dated as of January 31,
2002 (this "Amendment") is between RENTAL CAR FINANCE CORP., an Oklahoma
corporation ("RCFC"), and BANKERS TRUST COMPANY, a New York banking corporation
(the "Trustee").
RECITALS:
A. RCFC and the Trustee entered into that certain Series 2000-1
Supplement, dated as of December 15, 2000, as amended by that certain Amendment
No. 1 to Series 2000-1 Supplement, dated as of April 20, 2001 (the
"Supplement").
B. RCFC, Dollar Thrifty Automotive Group, Inc., a Delaware corporation
("DTAG"), the entities party thereto as Conduit Purchasers ("Conduit
Purchasers"), the entities party thereto as Committed Purchasers ("Committed
Purchasers"), the entities party thereto as Managing Agents ("Managing Agents"),
and the Administrative Agent named therein ("Administrative Agent") entered into
that certain Note Purchase Agreement, dated as of December 15, 2000, as amended
by that certain Amendment No. 1 to Note Purchase Agreement, dated as of April
20, 2001 and as further amended by that certain Amendment No. 2 to Note Purchase
Agreement dated as of the date hereof (the "Series 2000-1 Note Purchase
Agreement").
C. Simultaneously herewith, DTAG, RCFC, Thrifty, Dollar, the entities
parties thereto as Financing Sources, the entities parties thereto as
Beneficiaries and Bankers Trust Company, as Master Collateral Agent are entering
into that certain Addendum No. 2 to the Amended and Restated Master Collateral
Agency Agreement for the purpose of, among other things, incorporating the
like-kind exchange program.
D. Simultaneously herewith, RCFC, Thrifty, Dollar and DTAG are entering
into that certain Amendment No. 5 to Master Motor Vehicle Lease and Servicing
Agreement for the purpose of, among other things, incorporating certain
provisions with respect to implementing the like-kind exchange program.
E. RCFC and the Trustee wish to amend the Supplement as provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used in this Amendment not herein
defined shall have the meaning contained in the Supplement.
2. Amendments. Upon the terms and subject to the conditions set forth in
this Amendment and in reliance on the representations and warranties of the
parties hereto set forth in this Amendment, the parties hereto hereby agree to
the following amendments to the Supplement.
a. Section 2(b) of the Supplement is hereby amended as follows:
i. The definition of "Aggregate Asset Amount" is hereby amended to
read in its entirety as follows:
"Aggregate Asset Amount" means, with respect to the Series
2000-1 Notes, on any date of determination, without duplication, the
sum of (i) the Net Book Value of all Group II Vehicles with respect to
which the applicable Vehicle Lease Expiration Date has not occurred,
plus (ii) the Exchange Agreement Group II Rights Value, plus (iii) all
amounts receivable, as of such date, due to RCFC, Thrifty or Dollar
from Eligible Manufacturers under and in accordance with their
respective Eligible Vehicle Disposition Programs, or from Eligible
Manufacturers as incentive payments, allowances, premiums,
supplemental payments or otherwise, in each case with respect to Group
II Vehicles at any time owned, financed or refinanced by RCFC or with
respect to amounts otherwise transferred to RCFC and pledged to the
Master Collateral Agent, plus (iv) all amounts (other than amounts
specified in clause (iii) above) receivable, as of such date, by RCFC,
Thrifty or Dollar from any Person in connection with the Auction, sale
or other disposition of Group II Vehicles, plus (v) all accrued and
unpaid Monthly Base Rent and Monthly Supplemental Payments (other than
amounts specified in clauses (iii) and (iv) above) payable in respect
of the Group II Vehicles, plus (vi) cash and Permitted Investments on
deposit in the Collection Account constituting Group II Collateral
(less any portion thereof allocated to the Retained Interest), plus
(vii) cash and Permitted Investments constituting Group II Collateral
and cash and Permitted Investments in the Master Collateral Account
constituting Group II Master Collateral.
ii. The definition of "Asset Amount Deficiency" is hereby amended
to read in its entirety as follows:
"Asset Amount Deficiency" means, with respect to the Series
2000-1 Notes as of any date of determination, the amount, if any, by
which the Required Asset Amount exceeds the Aggregate Asset Amount, in
each case, as of such date of determination.
iii. The definition of "Carrying Charges" is hereby amended to add,
after the words "(other than supplemental servicing fees)", in clause (i)
thereof, the following:
, fees, expenses and costs payable by RCFC in connection with an
Exchange Program,
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iv. The definition of "Collections" is hereby amended to read in
its entirety as follows:
"Collections" means (i) all payments including, without
limitation, all Recoveries and Lease Payment Recoveries, by, or on
behalf of a Lessee under the Master Lease, (ii) all Credit Draws under
the Series 2000-1 Letter of Credit and withdrawals from the Series
2000-1 Cash Collateral Account, (iii) all payments including, without
limitation, all Recoveries and Lease Payment Recoveries, by, or on
behalf of any Manufacturer, under its Vehicle Disposition Program or
any incentive program, (iv) the Unused Exchange Proceeds and all
Substitute Group II Exchanged Vehicle Proceeds, (v) all payments
including, without limitation, all Recoveries and Lease Payment
Recoveries, by, or on behalf of any other Person as proceeds from the
sale of Group II Vehicles, payment of insurance proceeds, whether such
payments are in the form of cash, checks, wire transfers or other
forms of payment and whether in respect of principal, interest,
repurchase price, fees, expenses or otherwise, and (vi) all amounts
earned on Permitted Investments arising out of funds in the Group II
Collection Account and in the Master Collateral Account (to the extent
allocable to the Trustee as Beneficiary thereunder); provided that the
amount included in clauses (i) through (vi) shall not include any
Exchange Proceeds until such time as RCFC is permitted to receive,
pledge, borrow or otherwise obtain the benefits of such Exchange
Proceeds consistent with the limitations set forth in the "safe
harbor" provisions of Treasury Regulation ss. 1.1031(k)-1(g)(6).
v. The definition of "Committed Purchasers" is hereby amended to
read in its entirety as follows:
"Committed Purchasers" means, collectively, Bank One, BNS,
Deutsche Bank and Dresdner as each such term is defined in the
definition of "Ownership Group," and any of their successors and
permitted assigns, and such other purchasers as shall become parties
to the Series 2000-1 Note Purchase Agreement as Committed Purchasers.
vi. The definition of "Conduit Purchasers" is hereby amended to
read in its entirety as follows:
"Conduit Purchasers" means, collectively, Falcon Asset
Securitization Corporation, Liberty Street Funding Corp. and Beethoven
Funding Corporation, and any of their successors and permitted
assigns, and such other purchasers as shall become parties to the
Series 2000-1 Note Purchase Agreement as Conduit Purchasers.
vii. The definition of "Eligible Manufacturer" is hereby amended to
read in its entirety as follows:
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"Eligible Manufacturer" means, with respect to Program
Vehicles, DaimlerChrysler, Ford and Toyota, and with respect to
Non-Program Vehicles, DaimlerChrysler, Ford, Toyota, General Motors,
Honda, Nissan, Volkswagen, Mazda, Subaru, Suzuki, Mitsubishi, Isuzu,
Kia and Hyundai, and, in each case, any other Manufacturer that (a)
has an Eligible Vehicle Disposition Program that has been reviewed by
the Rating Agencies and the Rating Agencies have indicated that the
inclusion of such Manufacturer's Vehicles under the Master Lease (or
any other Lease with respect to Group II Vehicles) will not adversely
affect the then current rating of any Group II Series of Notes, and
(b) has been approved by each Enhancement Provider, if any; provided,
however, that upon the occurrence of a Manufacturer Event of Default
with respect to such Manufacturer, such Manufacturer shall no longer
qualify as an Eligible Manufacturer.
viii. The definition of "Eurodollar Rate" is hereby amended by
deleting the percentage ".50%" in clause (b) thereof and substituting in
replacement thereof the percentage "1.00%".
ix. The definition "Fixed Charge Coverage Ratio" is hereby deleted
in its entirety.
x. The definition of "Group II Master Collateral" is hereby
amended to read in its entirety as follows:
"Group II Master Collateral" means all right, title and
interest of RCFC in Group II Vehicles and proceeds thereof, the other
Master Collateral and proceeds thereof in respect of Group II
Vehicles, the Group II Assignment of Exchange Agreement and any other
collateral or proceeds that the Master Collateral Agent has designated
or segregated for the benefit of the Group II Series of Notes;
provided that the Group II Master Collateral shall not include any
Exchange Proceeds until such time as RCFC is permitted to receive,
pledge, borrow or otherwise obtain the benefits of such Exchange
Proceeds consistent with the limitations set forth in the "safe
harbor" provisions of Treasury Regulation ss. 1.1031(k)-1(g)(6).
xi. The definition of "Group II Vehicle" is hereby amended by
deleting the first parenthetical phrase therein and substituting in
replacement therefor the following:
(and any other Lease entered into among the Lessor, Lessees and
Guarantor and designated therein as being in respect of Group
II Vehicles)
xii. The definition of "Lease Payment Recoveries" is hereby amended
by adding the parenthetical phrase "(and any other Lease with respect to
Group II Vehicles)" after the words "Master Lease" on the second and third
lines thereof.
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xiii. The definition of "Limited Liquidation Event of Default" is
hereby amended by deleting "DTAG" and substituting in replacement therefor
the words "the Retained Interestholder".
xiv. The definition of "Losses" is hereby amended in its entirety
to read as follows:
"Losses" means, with respect to any Related Month, the sum
(without duplication) of the following with respect to Acquired
Vehicles leased under the Master Lease (and any other Lease with
respect to Group II Vehicles): (i) all Manufacturer Late Payment
Losses and Manufacturer Event of Default Losses for such Related
Month, plus (ii) with respect to Disposition Proceeds received during
the Related Month from the sale or other disposition of Acquired
Vehicles (other than pursuant to a Vehicle Disposition Program), the
excess, if any, of (x) the Net Book Values of such Acquired Vehicles
calculated on the dates of the respective sales or final dispositions
thereof, over (y) (1) the aggregate amount of such Disposition
Proceeds received during the Related Month in respect of such Acquired
Vehicles by RCFC, the Master Collateral Agent or the Trustee
(including by deposit into the Collection Account or the Master
Collateral Account) plus (2) any Termination Payments that have
accrued with respect to such Acquired Vehicles, plus (iii) the amount
of any Disposition Proceeds received previously and constituting a
voidable preference pursuant to the Bankruptcy Code that were
reclaimed, rescinded or otherwise returned during such Related Month.
xv. The definition of "Managing Agents" is hereby amended in its
entirety to read as follows:
"Managing Agents" means, collectively, Bank One, BNS and
Dresdner, as each such term is defined in the definition of "Ownership
Group," and any of their successors and permitted assigns, and such
other Persons as shall become parties to the Series 2000-1 Note
Purchase Agreement as Managing Agents.
xvi. The definition of "Maximum Lease Commitment" is hereby amended
by adding the parenthetical phrase "(and any other Lease with respect to
Group II Vehicles)" after the words "Master Lease" on the last two lines
thereof.
xvii. The definition of "Maximum Manufacturer Percentage" is hereby
amended to delete, after the words "with respect to any Eligible
Manufacturer,", the following:
initially the percentage amount set forth on Schedule 1 hereto, and
upon obtaining consent thereto from the Noteholders and other parties
required under the Series Supplement for each other Group II Series of
Notes,
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xviii. The definition of "Maximum Non-Program Percentage" is hereby
amended to delete, in clause (b) after the words "at all other times", the
following:
20%, until such time as Schedule 2 hereto is in effect as described in
the definition of "Maximum Manufacturer Percentage," and thereafter
xix. The definition of "Minimum Enhancement Amount" is hereby
amended to add, in clause (a)(ii)(A) after the words "Group II Collection
Account" and in clause (b)(ii)(A) after the words "Group II Collection
Account as of such date" the words ", the Exchange Agreement Group II
Rights Value".
xx. The definition of "Ownership Group" is hereby amended in its
entirety to read as follows:
"Ownership Group" means each of the following groups of Note
Purchasers:
(i) Bank One, NA ("Bank One"), Deutsche Bank, AG, acting
through its New York Branch ("Deutsche Bank"), Falcon Asset
Securitization Corporation, and any other Conduit Purchaser
administered by Bank One or any of Bank One's Affiliates (the
"Bank One Ownership Group").
(ii) The Bank of Nova Scotia ("BNS"), Liberty Street
Funding Corp., and any other Conduit Purchaser administered by
BNS or any of BNS's Affiliates (the "BNS Ownership Group").
(iii) Dresdner Bank AG ("Dresdner"), Beethoven Funding
Corporation, and any other Conduit Purchaser administered by
Dresdner or any of Dresdner's Affiliates (the "Dresdner
Ownership Group").
(iv) Each Managing Agent and its related Conduit Purchasers
and Committed Purchasers as shall become parties to the Series
2000-1 Note Purchase Agreement (each an "Additional Ownership
Group").
By way of example and for avoidance of doubt, each of the Bank
One Ownership Group, the BNS Ownership Group, the Dresdner Ownership
Group and any Additional Ownership Group is a separate Ownership
Group. An assignee of a Committed Purchaser shall belong, to the
extent of such assignment, to the same Ownership Group as the
assigning Committed Purchaser. A Committed Purchaser may belong to
more than one Ownership Group at a time.
xxi. The definition of "Qualified Intermediary Obligations" is
hereby deleted in its entirety.
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xxii. The definition of "Related Documents" is hereby amended by
adding the phrase ", Group II Assignment of Exchange Agreement" after the
phrase "the Series 2000-1 Note Purchase Agreement".
xxiii. The following definitions are hereby added in their appropriate
alphabetical sequence:
"Disposition Proceeds" shall have the meaning specified in the
Base Indenture and shall specifically include Substitute Group II
Exchanged Vehicle Proceeds and the proceeds from Group II Exchanged
Vehicles.
"Equity Offerings" means (i) the issuance by DTAG of its common
stock, par value $0.01 per share (the "Common Stock"), pursuant to a
registered public offering for net cash proceeds of a least
$45,000,000, which proceeds were used to provide collateral for the
financing of Vehicles by DTAG and its Subsidiaries, and (ii) the sale
by DaimlerChrysler of 20,000,000 shares of the Common Stock of DTAG
owned by it pursuant to a registered public offering which, following
the consummation thereof, resulted in DTAG no longer being a
subsidiary of DaimlerChrysler.
"Escrow Account" means a segregated trust account established,
consistent with the requirements of the "safe harbor" provisions of
Treasury Regulations xx.xx. 1.1031(k)-1(g)(4) and 1.1031(k)-1(g)(6),
in accordance with the terms of the Exchange Agreement and into which
are deposited the Exchange Proceeds and other funds with which to
purchase Group II Replacement Vehicles.
"Exchange Agreement" means the agreement dated as of July 23,
2001 between the Qualified Intermediary and RCFC pursuant to which,
among other things, the Qualified Intermediary holds the Exchange
Proceeds in an Escrow Account consistent with the requirements of the
"safe harbor" provisions of Treasury Regulations xx.xx.
1.1031(k)-1(g)(4) and 1.1031(k)-1(g)(6), as the same agreement may be
amended, supplemented, restated or otherwise modified from time to
time in accordance with its terms.
"Exchange Agreement Group II Rights Value" means the value of
the Group II Assignment of Exchange Agreement, which value shall be
deemed to equal as of any given time the amount of the Exchange
Proceeds at such time.
"Exchange Proceeds" means as of any given time the sum of (i)
the money or other property from the sale of any Group II Exchanged
Vehicle that is held in an Escrow Account as of such time, (ii) any
interest or other amounts earned on the money or other property from
the sale of any Group II Exchanged Vehicles that is held in an Escrow
Account as of such time; (iii) any amounts receivable from Eligible
Manufacturers and Eligible Vehicle Disposition Programs or from
Auctions, dealers or other Persons on account of Group II Exchanged
Vehicles; (iv) the money or other property from the sale of any Group
II Exchanged Vehicle held in the Master Collateral Account for the
benefit of the Qualified Intermediary as of such time and (v) any
interest or other amounts earned on the money or other property from
the sale of any Group II Exchanged Vehicle held in the Master
Collateral Account for the benefit of the Qualified Intermediary as of
such time.
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"Exchange Program" means a program under which RCFC will
exchange Group II Exchanged Vehicles for Group II Replacement Vehicles
with the intent of qualifying for deferral of gain and loss under
Section 1031 of the Code.
"Group II Assignment of Exchange Agreement" means the
Collateral Assignment of the Exchange Agreement dated as of January
31, 2002 by and among RCFC, the Lessees and the Master Collateral
Agent pursuant to which each of RCFC and each Lessee assigns
(consistent with the limitations on RCFC's or such Lessee's, as the
case may be, right to receive, pledge, borrow or otherwise obtain the
benefits of the Exchange Proceeds contained in the "safe harbor"
provisions of Treasury Regulation ss. 1.1031(k)-1(g)(6)), all of its
right, title and interest in, to and under the Exchange Agreement as
it relates to Group II Vehicles to the Master Collateral Agent, as the
same agreement may be amended, supplemented, restated or otherwise
modified from time to time in accordance with its terms.
"Group II Exchanged Vehicle" means a Group II Vehicle that is
transferred to the Qualified Intermediary in accordance with the "safe
harbor" provisions of Treasury Regulation ss. 1.1031(k)-1(g)(4) and
pursuant to the procedures set forth in the Exchange Agreement and
thereby ceases to be a Group II Vehicle.
"Group II Replacement Vehicle" means a Vehicle designated by
the Master Servicer as comprising Group II Collateral acquired in
exchange for a Group II Exchanged Vehicle in accordance with the terms
of the Exchange Agreement and under Section 1031 of the Code and the
regulations promulgated thereunder.
"Net Equity Proceeds" means with respect to the sale or
issuance by DTAG or any of its Subsidiaries to any Person (other than
DTAG or any of its Subsidiaries) of any Capital Stock, other than
pursuant to the Equity Offerings, or any warrants or options with
respect to such Capital Stock or the exercise of any such warrants or
options, the excess of:
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(a) the gross cash proceeds received by DTAG or such
Subsidiary from such sale, exercise or issuance (other than proceeds
received with respect to (i) employee incentive compensation plans
(including incentive stock options), (ii) employee stock purchase
plans (including deferred stock purchase plans) and (iii) direct
purchase plans (other than the plans described in the preceding
clauses (i) and (ii)) to the extent such proceeds do not exceed
$1,000,000 in any Fiscal Year),
over
(b) all fees and expenses with respect to underwriting
commissions and legal, investment banking, brokerage and accounting
and other professional fees, sales commissions and disbursements
actually incurred in connection with such sale or issuance or exercise
which have not (other than in the case of reasonable out-of-pocket
expenses) been paid to Affiliates of DTAG in connection therewith.
"Net Worth" means, with respect to any Person at any date, on a
consolidated basis for such Person and its Subsidiaries, the excess
of:
(a) the sum of capital stock (other than Redeemable Capital
Stock) taken at par value, capital surplus (other than in respect of
Redeemable Capital Stock) and retained earnings (or accumulated
deficit) of such Person at such date;
over
(b) treasury stock of such Person and, to the extent included
in the preceding clause (a), minority interests in Subsidiaries of
such Person at such date.
"Qualified Intermediary" means such entity that (a) will be
acting in connection with an Exchange Program so as to permit RCFC to
make use of the "qualified intermediary" safe harbor of Treasury
Regulation ss.1.1031(k)-1(g)(4) and (b) is acceptable to the Series
2000-1 Required Noteholders and the Rating Agencies.
"Substitute Group II Exchanged Vehicle Proceeds" means funds in
the amount of the Net Book Value of Group II Exchanged Vehicles
transferred by RCFC at the direction of the Master Servicer, from the
Substitute Group II Exchanged Vehicle Proceeds Amount, from the
Retained Distribution Account or otherwise from RCFC's capital and
deposited into the Group II Collection Account to be treated as
Disposition Proceeds of such Group II Exchanged Vehicles.
"Substitute Group II Exchanged Vehicle Proceeds Amount" means
funds transferred by RCFC in respect of Group II Exchanged Vehicles
from funds set aside for use as Substitute Group II Exchanged Vehicle
Proceeds on deposit in the Series 2000-1 Excess Funding Account, if
any, to the Group II Collection Account.
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"Unused Exchange Proceeds" means the Exchange Proceeds that are
not used to acquire Group II Replacement Vehicles and which are
transferred from an Escrow Account to RCFC in accordance with the
terms of the Exchange Agreement.
b. Section 3.1(a) of the Supplement is hereby amended as follows:
i. Clause (iii) is hereby deleted in its entirety and replaced
with the following:
(iii) the Group II Assignment of Exchange Agreement;
ii. The following text is hereby added as a new clause (iv) and the
existing clause (iv) is renumbered as clause (v):
(v) any Unused Exchange Proceeds; and
c. Section 3.1 of the Supplement is hereby amended by adding, after
subsection (c), the following:
(d) Notwithstanding anything to the contrary in this
Supplement or the Related Documents, the Master Lease Collateral shall
not include, and RCFC does not hereby pledge, assign, convey, deliver,
transfer or set over to the Trustee or any of the Group II
Noteholders, any security interest, lien or other encumbrance in any
Exchange Proceeds or any account or other arrangement for holding or
investing any Exchange Proceeds until such time as RCFC is permitted
to do so consistent with the limitations on the rights of a party to
receive, pledge, borrow, or otherwise obtain the benefits of money or
other property set forth in the "safe harbor" provisions of Treasury
Regulation ss. 1.1031(k)-1(g)(6).
d. Section 4A.1 of the Supplement is hereby amended by deleting the
amount "$150,000,000" and substituting in replacement thereof the amount
"$275,000,000".
e. Section 4.6(a) of the Supplement is hereby amended by adding, at the
end of subsection (a), the following:
A portion of funds on deposit in the Series 2000-1 Excess Funding
Account may, from and after January 31, 2002 and from time to time
thereafter, be designated by RCFC as the Substitute Group II Exchanged
Vehicle Proceeds Amount. This designated amount shall be available
only for the purposes specified herein and shall not be otherwise
generally available for withdrawal to be used for the purposes of
other funds in the Series 2000-1 Excess Funding Account.
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f. Section 4.7(c) of the Supplement is hereby amended by replacing, in
the third line of clause (i) the phrase "that are not required to make" with the
following:
in excess of the Substitute Group II Exchanged Vehicle Proceeds
Amount, if any, and that are not allocated to making
g. Section 4.7(c) of the Supplement is hereby amended by adding, in the
last sentence of clause (i) after the words "Lessees under the Master Lease,",
the following:
to pay the Net Book Value of Vehicles being tendered for exchange of
like-kind property into the Group II Collection Account,
h. Section 4.8 of the Supplement is hereby amended by deleting the phrase
"or the Paying Agent" on the third line thereof and by deleting the words
"Paying Agent" on the fourth line thereof and substituting in replacement
thereof the word "Trustee".
i. Section 4.8(a) of the Supplement is hereby amended by (i) deleting
the phrase "or the Paying Agent" on the second line thereof, and (ii) adding,
after the words "Series 2000-1 Accrued Interest Account pursuant to the
preceding sentence", the following:
, after taking into account any funds available therein from the eries
2000-1 Excess Funding Account in excess of the Substitute Group II
Exchanged Vehicle Proceeds Amount, if any,
j. Section 4.8(b) of the Supplement is hereby amended by deleting the
phrase "each of the Trustee and the Paying Agent" beginning on the third line
thereof and substituting in replacement thereof the phrase "the Trustee".
k. Section 4.8(c) of the Supplement is hereby amended by deleting the
phrase "or the Paying Agent, as the case may be," on the third line from the end
thereof.
l. Section 4.9 of the Supplement is hereby amended by (i) deleting the
phrase "the Trustee or" in clauses (i) and (ii) thereof and (ii) adding the
following text in clause (ii) thereof as a new (B) and renumbering the existing
(B) as (C):
the amount on deposit in the Series 2000-1 Excess Funding Account in
excess of the Substitute Group II Exchanged Vehicle Proceeds Amount,
if any on such Payment Date, and
m. Section 4.10(a)(ii) of the Supplement is hereby amended by adding in
clause (3)(v), after the words "the amount on deposit in the Series 2000-1
Excess Funding Account", the following:
in excess of the Substitute Group II Exchanged Vehicle Proceeds
Amount, if any,
n. Section 4.10(a)(ii) of the Supplement is hereby amended by deleting
the phrase "or the Paying Agent" in each of clauses (2), (3) and (4) thereof.
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o. Section 4.10(b) of the Supplement is hereby amended by deleting the
phrase "the Trustee for the benefit of" on the third line thereof.
p. The Supplement is hereby amended by adding the following to the end
of Article 4:
Section 4.19. Application of Substitute Group II Exchanged
Vehicle Proceeds. On any date on which RCFC determines to tender a
Group II Vehicle to the Qualified Intermediary as a Group II Exchanged
Vehicle, RCFC shall either:
(i) designate and direct the Trustee to transfer amounts
in respect of the Substitute Group II Exchanged Vehicle
Proceeds on deposit in the Series 2000-1 Excess Funding Account
equal to the Net Book Value as of such date of the Group II
Exchanged Vehicle to the Series 2000-1 Collection Account and
treat such amounts as Disposition Proceeds of such Group II
Exchanged Vehicle;
(ii) upon identifying a Group II Vehicle as a Group II
Exchanged Vehicle designate on such date an increase in
Exchange Agreement Group II Rights Value for the Net Book Value
of such Group II Exchanged Vehicle and to the extent such
increase in Exchange Agreement Group II Rights Value is less
than the Net Book Value of such Group II Exchanged Vehicle,
treat the difference as Losses hereunder; or
(iii) upon identifying a Group II Vehicle as a Group II
Exchanged Vehicle, substitute one or more Group II Replacement
Vehicles having an aggregate Net Book Value at least equal to
the Net Book Value of the Group II Exchanged Vehicle to
substitute for such Group II Exchanged Vehicle as Group II
Collateral and Group II Vehicles for purposes of the Related
Documents.
RCFC shall provide written instruction to the Trustee and
Master Collateral Agent upon tender of a Group II Exchanged Vehicle to
a Qualified Intermediary with respect to the designations,
substitutions and transfers set forth in this Section.
q . Schedule 1 of the Supplement is hereby deleted in its entirety and
replaced with "RESERVED".
r. Schedule 2 of the Supplement is hereby deleted in its entirety and
replaced with a new Schedule 2, attached hereto as Exhibit A.
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 Supplement, nor alter, modify amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
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 Supplement specifically referred to herein, and any references in the
Supplement to the provisions of the Supplement specifically referred to herein
shall be to such provisions as amended by this Amendment.
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4. Applicable Provisions.
a. Pursuant to Section 8.6(c) of the Supplement, the parties hereto may
enter into an amendment to the Supplement to provide for or accommodate
financing Group II Vehicles and other Collateral or Master Lease Collateral that
may be the subject of a like kind exchange program, provided that the Series
2000-1 Required Noteholders consent thereto.
b. Pursuant to Section 11.2 of the Base Indenture and Section 8.6(a) of
the Supplement, the Trustee, RCFC, the Servicers, Noteholders representing more
than 50% of the Aggregate Principal Balance of the Series 2000-1 Notes and the
Series 2000-1 Letter of Credit Provider may enter into an amendment of the
Supplement provided that, as evidenced by an Opinion of Counsel, such amendment
affects only the Series 2000-1 Noteholders.
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 hereto 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 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.
13
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
RENTAL CAR FINANCE CORP.
By: __________________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
BANKERS TRUST COMPANY, as Trustee
By: __________________________________________
Name:
Title:
14
Acknowledged and Consented to by:
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Master Servicer
By: _____________________________
Xxxxxx X. Xxxx
Treasurer
THRIFTY RENT-A-CAR SYSTEM, INC., as Servicer
By: _____________________________
Xxxxxx X. Xxxx
Treasurer
DOLLAR RENT A CAR SYSTEMS, INC., as Servicer
By: _____________________________
Xxxxxxx X. XxXxxxx
Treasurer
CREDIT SUISSE FIRST BOSTON, as Enhancement Provider
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
BANK ONE, NA, in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By: _____________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By: _____________________________
Name:
Title:
15
DRESDNER BANK AG, in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
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EXHIBIT A
---------
SCHEDULE 2
Schedule of Maximum Manufacturer Percentages of Group II Vehicles
------------------------- ------------------------------- -----------------------------------
Eligible Manufacturer Maximum Program Percentage* Maximum Non-Program Percentage*
--------------------- --------------------------- -------------------------------
DaimlerChrysler 100% 30%
Ford 100% 30%
Toyota 100% 30%
General Motors 0% 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 3% (2) (3)
------------------------- ------------------------------- -----------------------------------
-------------------
(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 20% in the aggregate.
(3) The combined percentage of Group II Vehicles which are Non-Program Vehicles
manufactured by Kia and Hyundai shall not exceed 7% in the aggregate.
* As a percentage of the Group II Collateral.
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