EXHIBIT 4.40
AMENDMENT NO. 2
TO
SERIES 1998-1 SUPPLEMENT
dated as of February 28, 2001
between
RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
and
BANKERS TRUST COMPANY,
a New York banking corporation,
as Trustee and Enhancement Agent
AMENDMENT NO. 2
TO SERIES 1998-1 SUPPLEMENT
This Amendment No. 2 to Series 1998-1 Supplement dated as of February 28,
2001 ("Amendment"), between Rental Car Finance Corp., an Oklahoma corporation
("RCFC"), and 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:
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 Series 1998-1
Supplement dated as of March 4, 1998, as subsequently (i) amended by Amendment
No. 1 to Series 1998-1 Supplement dated as of Xxxxx 0, 0000, (xx) supplemented
by Supplement No. 1 to Series 1998-1 Supplement dated as of Xxxxx 0, 0000, (xxx)
supplemented by Supplement No. 2 to Series 1998-1 Supplement dated as of March
4, 1999, (iv) supplemented by Supplement No. 3 to Series 1998-1 Supplement dated
as of October 20, 1999, (v) supplemented by Supplement No. 4 to Series 1998-1
Supplement dated as of February 18, 2000, (vi) supplemented by supplement No. 5
to Series 1998-1 Supplement dated as of July 17, 2000, and (vii) supplemented by
Supplement No. 6 to Series 1998-1 Supplement dated as of August 31, 2000 (as
amended and supplemented to the date hereof, the "Series 1998-1 Supplement");
and
C. The Parties wish to further amend 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. Amendments. The Series 1998-1 Supplement is hereby amended as follows:
(a) By deleting all references to "Chrysler" and replacing them with
"DaimlerChrysler".
(b) By adding the following definitions to Article 2(b):
""DaimlerChrysler" means DaimlerChrysler Motors
Corporation, a Delaware corporation.
"Hyundai" means Hyundai Motor America, a California
corporation.
"Isuzu" means American Isuzu Motors, Inc., a
California corporation.
"Kia" means Kia Motors America, Inc., a California
corporation.
"Mitsubishi" means Mitsubishi Motor Sales of
America, Inc., a Delaware corporation.
"Subaru" means Subaru of America, Inc., a New
Jersey corporation.
"Suzuki" means American Suzuki Motor Corporation,
a California corporation.
"Volkswagen" means Volkswagen of America, Inc., a
Michigan corporation."
(c) By deleting the definition of "Eligible Manufacturer" contained
in Article 2(b) in its entirety and replacing it with the following:
""Eligible Manufacturer" means, with respect to
Program Vehicles, DaimlerChrysler, Ford and Toyota,
and with respect to Non-Program Vehicles,
DaimlerChrysler, General Motors, Ford, Nissan,
Volkswagen, Toyota, Honda, 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."
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(d) By deleting the definition of "Honda" contained in Article 2(b)
in its entirety and replacing it with the following:
""Honda" means American Honda Motor Company, Inc., a
California corporation."
(e) By amending and restating the definition of "Maximum Manufacturer
Percentage" in Article 2(b) by the amended and restated Schedule 1 set forth as
Exhibit A attached hereto. The amended and restated Schedule 1 attached hereto
as Exhibit A replaces and supersedes the current Schedule 1.
(f) By deleting clause (b)of the definition of "Maximum Non-Program
Percentage" contained in Article 2(b) in its entirety and replacing it with the
following:
"(b) at all other times, 30%, subject to the
Manufacturer limitations set forth in Schedule 1
attached hereto."
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.
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 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.
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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 PAGE]
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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:
RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
By: _______________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
TRUSTEE AND ENHANCEMENT AGENT:
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
SCHEDULE 1
Schedule of Maximum Manufacturer Percentages of Group II Vehicles
Maximum Maximum
Eligible Manufacturer Program Percentage* 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 3% (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 4% in the aggregate.
* As a percentage of Group II Collateral.
