Exhibit 4.63
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AMENDMENT NO. 3
TO SERIES 2000-1 SUPPLEMENT
Dated as of April 16, 2002
This AMENDMENT NO. 3 TO SERIES 2000-1 SUPPLEMENT, dated as of April
16, 2002 (this "Amendment") is between RENTAL CAR FINANCE CORP., an Oklahoma
corporation ("RCFC"), and DEUTSCHE BANK TRUST COMPANY AMERICAS formerly known as
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 and by that
certain Amendment No. 2 to Series 2000-1 Supplement, dated as of January 31,
2002 (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, by that certain Amendment No. 2 to Note Purchase Agreement dated as
January 31, 2002 and by that certain Amendment No. 3 to Note Purchase Agreement
dated as of the date hereof (the "Series 2000-1 Note Purchase Agreement").
C. 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. Paragraph (a) of Article 2 of the Supplement is hereby amended
by deleting the phrase "and any other Lease related to Group II Vehicles" in
clauses (i) and (iii) thereof.
b. Paragraph (b) of Article 2 of the Supplement is hereby amended
as follows:
i. The definition of "Accrued Amounts" is hereby amended by
deleting the phrase "Group II Aggregate Invested Amount for all
Outstanding Group II Series of Notes" and substituting in replacement
thereof the phrase "Aggregate Invested Amount for all Outstanding
Series of Notes".
ii. The definition of "Additional Depreciation Charge" is
hereby amended by deleting the phrase "(or any other Lease related to
Group II Vehicles)" contained therein.
iii. The definition of "Committed Purchasers" is hereby amended
to read in its entirety as follows:
"Committed Purchasers" means, collectively, Bank One, BNS,
Deutsche Bank, Dresdner and ING 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.
iv. 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.,
Beethoven Funding Corporation and Holland Limited Securitization,
Inc., 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.
v. The definition of "Depreciation Charge" is hereby amended
by deleting the phrase "(or any other Lease with respect to Group II
Vehicles)" contained in clauses (a) and (b) thereof.
vi. The definition of "Eligible Manufacturer" is hereby
amended by deleting the phrase "(or similar annex to such other Lease
with respect to Group II Vehicles)" contained in clause (a) thereof.
vii. The definition of "Financed Vehicle" is hereby amended
by deleting the phrase "(or similar annex to such other Lease with
respect to Group II Vehicles)" contained therein.
viii. The definition of "Financing Lease" is hereby amended to
read in its entirety as follows:
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"Financing Lease" means the Master Lease as supplemented
by Annex B to the Master Lease.
ix. The definition of "Group II Vehicle" is hereby amended by
deleting the phrase "(or any other Lease entered into between the
Lessor, Lessees and Guarantor and designated therein as being in
respect of Group II Vehicles)" contained therein.
x. The definition of "Lease Annex" is hereby amended by
deleting the phrase "(or a similar annex under any other Lease with
respect to Group II Vehicles)" contained therein.
xi. The definition of "Lease Payment Recoveries" is hereby
amended by deleting the phrase "(and any other Lease with respect to
Group II Vehicles)" after the words "Master Lease" on the second and
third lines thereof.
xii. The definition of "Losses" is hereby amended to read in
its entirety 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: (i) all Manufacturer Late
Payment 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.
xiii. The definition of "Managing Agents" is hereby amended in
its entirety to read as follows:
"Managing Agents" means, collectively, Bank One, BNS,
Dresdner and ING, 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.
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xiv. The definition of "Maximum Lease Commitment" is hereby
amended by deleting the phrase "(and any other Lease with respect to
Group II Vehicles)" after the words "Master Lease" on the last two
lines thereof.
xv. The definition of "Non-Vehicle Interest Expense" is hereby
amended by deleting the word "Arrangements" contained in clause (iii)
of paragraph (a) thereof and substituting in replacement thereof the
word "Agreements".
xvi. The definition of "Operating Lease" is hereby amended to
read in its entirety as follows:
"Operating Lease" means the Master Lease as supplemented
by Annex A to the Master Lease.
xvii. 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) ING Capital Markets LLC ("ING"), Holland
Limited Securitization, Inc., and any other Conduit
Purchaser administered by ING or any of ING's Affiliates
(the "ING Ownership Group").
(v) 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").
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By way of example and for avoidance of doubt, each of the
Bank One Ownership Group, the BNS Ownership Group, the Dresdner
Ownership Group, the ING Ownership 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.
xviii. The definition of "Recoveries" is hereby amended by adding
the phrase "amounts that had previously been treated as" immediately
before the word "Losses" in clause (i) thereof.
xix. The definition of "Substitute Group II Exchanged Vehicle
Proceeds" is hereby amended in its entirety to read as follows:
"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 (i) the Substitute Group II Exchanged Vehicle
Proceeds Amount, (ii) the Retained Distribution Account or (iii)
RCFC's capital and deposited into the Group II Collection Account
to be treated as Disposition Proceeds of such Group II Exchanged
Vehicles.
xx. The definition of "Substitute Group II Exchanged Vehicle
Proceeds Amount" is hereby amended in its entirety to read as follows:
"Substitute Group II Exchanged Vehicle Proceeds Amount"
means, at any time, funds, if any, set aside by RCFC in the
Series 2000-1 Excess Funding Account in respect of Group II
Exchanged Vehicles for use as Substitute Group II Exchanged
Vehicle Proceeds.
c. Section 4A.1 of the Supplement is hereby amended by deleting the
amount "$275,000,000" and substituting in replacement thereof the amount
"$325,000,000".
d. Section 4A.2(a) of the Supplement is hereby amended by adding the
words "the Issuer may" after the words "(such notice specifying the applicable
Increase Date)," and by adding the word "in" after the words "Series 2000-1
Notes" in the same sentence.
e. Sections 4.7(a) and (b) are hereby amended by deleting the word
"as" and substituting in replacement thereof the phrase "in the order of
priority".
f. Sections 4.7(a)(i) and 4.7(b)(i) of the Supplement are hereby
amended by adding the phrase "and Lease Payment Recoveries" after the word
"Recoveries".
g. Section 4.7(b)(iv) of the Supplement is hereby amended by
deleting "resect" and substituting in replacement thereof the word "respect".
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h. Section 4.19 of the Supplement is hereby amended to read in its
entirety as follows:
Section 4.19. Exchange of Vehicles. 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 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 uch 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 equal to the
Exchange Proceeds of such Group II Exchanged Vehicle and
to the extent such increase in Exchange Agreement Group II
Rights Value is more or less than the Net Book Value of
such Group II Exchanged Vehicle, treat the difference as a
Recovery or a Loss, as applicable, 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 Exchange Proceeds 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 and to the
extent such Exchange Proceeds are more or less than the
Net Book Value of such Group II Exchanged Vehicle, treat
the difference as a Recovery or a Loss, as applicable,
hereunder.
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.
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. 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.
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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
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:_____________________________________
Name:
Title:
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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:
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DRESDNER BANK AG, in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
ING CAPITAL MARKETS LLC, in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By:_____________________________________
Name:
Title:
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