AMENDMENT NO. 2 TO
Exhibit 4.209
Execution Version
AMENDMENT NO. 2
TO
AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE
AND SERVICING AGREEMENT (GROUP IV),
dated as of February 3, 2009
among
RENTAL CAR FINANCE CORP.,
as Lessor,
DTG OPERATIONS, INC.,
as Lessee and Servicer,
and those Subsidiaries of
Dollar Thrifty Automotive Group, Inc.
from time to time
becoming Lessees and Servicers thereunder
and
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
as Guarantor and Master Servicer
AMENDMENT NO. 2
TO AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP IV)
This Amendment No. 2 to the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV), dated as of February 3, 2009 (“Amendment”), by and between Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Subsidiaries of DTAG (as defined below) from time to time becoming Lessees under the Group IV Lease (as defined below) pursuant to Section 28 thereunder (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).
RECITALS:
A. RCFC, as Lessor, DTG Operations, as Lessee and Servicer, those Subsidiaries of DTAG from time to time becoming Lessees and Servicers under the Group IV Lease, and DTAG, as Guarantor and Master Servicer, entered into that certain Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV), dated as of February 14, 2007, as amended by that certain Amendment No. 1 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV), dated as of May 22, 2007 (the “Group IV Lease”); and
B. The Parties wish to amend and supplement the Group IV Lease as provided herein pursuant to Section 22 thereof.
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 Group IV Lease.
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2. |
Amendment. The Group IV Lease is hereby amended as follows: |
Clause (c) of Section 18 is hereby amended by adding the words “for Program Vehicles” immediately following the words “cancel any Vehicle Order with such Defaulting Manufacturer” and immediately preceding the words “to which a vehicle identification number (a “VIN”) has not been assigned” therein.
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 Group IV Lease, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Group IV 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 Group IV Lease specifically referred to herein and any references in the Group IV Lease to the provisions of the Group IV Lease specifically referred to herein shall be to such provisions as amended by this Amendment.
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4. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
5. 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.
6. 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:
RENTAL CAR FINANCE CORP.
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By: |
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Xxxxxx X. Xxxx |
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Vice President and Treasurer |
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Address: |
0000 Xxxx 00xx Xxxxxx |
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Xxxxx, Xxxxxxxx 00000 |
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Attention: |
Xxxxxx X. Xxxx |
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Telephone: |
(000) 000-0000 |
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Facsimile: |
(000) 000-0000 |
LESSEES AND SERVICERS:
DTG OPERATIONS, INC.
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By: |
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Xxxxxx X. Xxxx |
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Treasurer |
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Address: |
0000 Xxxx 00xx Xxxxxx |
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Xxxxx, Xxxxxxxx 00000 |
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Attention: |
Xxxxxx X. Xxxx |
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Telephone: |
(000) 000-0000 |
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Facsimile: |
(000) 000-0000 |
GUARANTOR:
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By: ___________________________________
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Xxxxxx X. Xxxx |
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Vice President and Treasurer |
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Address: |
0000 Xxxx 00xx Xxxxxx |
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Xxxxx, Xxxxxxxx 00000 |
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Attention: |
Xxxxxx X. Xxxx |
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Telephone: |
(000) 000-0000 |
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Facsimile: |
(000) 000-0000 |
The foregoing Amendment is hereby consented
and accepted as of the date first above written:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
By: ___________________________________
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Name: |
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Title: |
By:
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Name: |
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Title: |
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Master Collateral Agent
By:
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Name: |
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Title: |
By: _______________________________
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Name: |
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Title: |
AMBAC ASSURANCE CORPORATION,
as Series 2006-1 Insurer
By: ___________________________________
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Name: |
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Title: |
FINANCIAL GUARANTY INSURANCE COMPANY,
as Series 2007-1 Insurer
By: ___________________________________
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Name: |
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Title: |
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Enhancement Provider with respect to the Series 2006-1 Notes
and the Series 2007-1 Notes
By: ___________________________________
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Name: |
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Title: |
By: ____________________________________
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Name: |
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Title: |
