Exhibit 4.55
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Amendment No. 5
to
Master Motor Vehicle Lease and Servicing Agreement
dated as of January 31, 2002
among
Rental Car Finance Corp.,
as Lessor,
Dollar Rent A Car Systems, Inc.,
as a Lessee,
Thrifty Rent-A-Car System, Inc.,
as a Lessee,
and
Dollar Thrifty Automotive Group, Inc.,
as Master Servicer and Guarantor
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Amendment No. 5
to Master Motor Vehicle Lease and Servicing Agreement
This Amendment No. 5 to Master Motor Vehicle Lease and Servicing Agreement,
dated as of January 31, 2002 ("Amendment"), among Rental Car Finance Corp., an
Oklahoma corporation, as Lessor ("Lessor"), Dollar Rent A Car Systems, Inc., an
Oklahoma corporation, as a Lessee ("Dollar"), Thrifty Rent-A-Car System, Inc.,
an Oklahoma corporation, as a Lessee ("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 4, 1998, as
subsequently amended by Amendment No. 1 to Master Motor Vehicle Lease and
Servicing Agreement, dated as of November 19, 1998, Amendment No. 2 to Master
Motor Vehicle Lease and Servicing Agreement, dated as of November 9, 2000,
Amendment No. 3 to Master Motor Vehicle Lease and Servicing Agreement, dated as
of December 14, 2000 and Amendment No. 4 to Master Motor Vehicle Lease and
Servicing Agreement, dated as of December 31, 2001 (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. Section 24.14 is hereby amended to read in its entirety as
follows:
Section 24.14. Minimum Interest Coverage Ratio and Net Worth. The
Guarantor will not permit (a) the Interest Coverage Ratio, as of the
last day of each Fiscal Quarter, to be less than the ratio of
4.00:1.00, or (b) the Net Worth of the Guarantor to be at any time
less than the sum, as of such time, of (i) $225,000,000, plus (ii)
100% of the net cash proceeds received by the Guarantor in excess of
$45,000,000 pursuant to the Equity Offerings, plus (iii) 50% of the
Net Income of the Guarantor for each Fiscal Year, commencing with the
1998 Fiscal Year, as shall have been completed on or prior to such
time (in each case, with no reduction for net losses), plus (iv) 100%
of Net Equity Proceeds.
b. Section 24.15 is hereby amended by (x) deleting the proviso
immediately preceding subclause (i) thereof in its entirety and
substituting in replacement thereof the following:
provided, however, that DTAG may declare, pay and make cash
Distributions to, and DTAG (or any of its Subsidiaries) may purchase
or redeem any shares of any class of DTAG's Capital Stock held by,
DTAG's stockholders in any Fiscal Year, so long as
and (y) inserting the phrase "and its Subsidiaries" immediately after the
word "DTAG" in subclauses (ii)(A) and (B) thereof.
c. The following is added as Section 25.5:
Section 25.5. Limitations on Certain Vehicles. Submit requests to
or otherwise cause to be leased hereunder (i) a materially
disproportionate percentage of Vehicles located in Texas and Hawaii
than the aggregate percentage of Vehicles located in those States in
the entire fleet used by Dollar and Thrifty in their daily rental
business, (ii) Financed Vehicles in States other than Texas and
Hawaii, or (iii) Financed Vehicles in excess of 20% of the Vehicles
leased under this Lease and used by Dollar and Thrifty in their daily
rental business.
d. The following text is added as Section 27.10:
Section 27.10. Tax Indemnity. The Guarantor shall indemnify and
hold harmless, the Lessor, the Trustee and the Noteholders from and
against any and all income taxes, together with any interest and any
penalties, additions to tax or additional amounts imposed by the
Internal Revenue Service and/or any state or local income tax
authority, and other losses, costs, liabilities, claims and expenses,
including reasonable attorneys' fees suffered or incurred by the
Lessor, the Trustee or any Group II Noteholder, arising out of any
proposed allowance by the Internal Revenue Service and/or any state or
local income tax authority of any position taken by the Lessor or its
Affiliates on any income tax return that gain is not recognized from
the exchange of one or more Group II Vehicles for property of like
kind under Section 1031 of the Internal Revenue Code of 1986, as
amended, and/or any corresponding provision of state or local income
tax law.
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 II Noteholders and each Enhancement Provider with respect to each Series
of Notes included in Group II 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 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]
S-3
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:
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RENTAL CAR FINANCE CORP.
By: __________________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
LESSEES:
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DOLLAR RENT A CAR SYSTEMS, INC.
By: __________________________________________
Xxxxxxx X. XxXxxxx
Treasurer
THRIFTY RENT-A-CAR SYSTEM, INC.
By: __________________________________________
Xxxxxx X. Xxxx
Treasurer
GUARANTOR:
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By: __________________________________________
Xxxxxx X. Xxxx
Treasurer
S-1
The following hereby consent to the foregoing Amendment as of the date
first above written.
MASTER COLLATERAL AGENT AND TRUSTEE:
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BANKERS TRUST COMPANY
By: __________________________________________
Name:
Title:
GROUP II NOTEHOLDERS:
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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:
DRESDNER BANK AG, in its capacity as Managing
Agent and as a Series 2000-1 Noteholder
By: __________________________________________
Name:
Title:
By: __________________________________________
Name:
Title:
S-2
DOLLAR THRIFTY FUNDING CORP.
By: __________________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
ENHANCEMENT PROVIDER:
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CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH
By: __________________________________________
Name:
Title:
By: __________________________________________
Name:
Title:
S-3
