EXHIBIT 4.86
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AMENDMENT NO. 3
TO SERIES 2001-1 SUPPLEMENT
Dated as of December 12, 2002
This AMENDMENT NO. 3 TO SERIES 2001-1 SUPPLEMENT, dated as of December
12, 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 2001-1
Supplement, dated as of March 6, 2001, as amended by Amendment No. 1 to Series
2001-1 Supplement, dated as of December 21, 2001, and by Amendment No. 2 to
Series 2001-1 Supplement, dated as of August 12, 2002 (the "Supplement").
B. 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, the parties hereto hereby agree as follows:
a. All references to "Dollar Rent A Car Systems, Inc." in the
Supplement shall be deemed to be "DTG Operations, Inc.".
b. Effective January 1, 2003, all references to "Thrifty" or
"Thrifty Rent-A-Car System, Inc." in its capacity as a Lessee or a Servicer
shall be deemed to be deleted in their entirety.
c. The definitions "Dollar", "Eligible Franchisee" and
"Franchise" in paragraph (b) of Article 2 of the Supplement are hereby amended
in their entirety to read as follows:
"Dollar" means DTG Operations, Inc., an Oklahoma
corporation.
"Eligible Franchisee" means a Franchisee (all of whose
rental offices are located in the United States) which meets the
normal credit and other approval criteria for Franchisees, and
which may be an Affiliate of a Lessee.
"Franchisee" means a franchisee of New Dollar, Thrifty or
any Affiliate of DTAG.
d. The following definition is hereby added in paragraph (b) of
Article 2 of the Supplement in proper alphabetical sequence:
"New Dollar" means Dollar Rent A Car, Inc., an Oklahoma corporation.
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.
4. Applicable Provisions. Pursuant to Section 11.2 of the Base
Indenture and Section 8.7(a) of the Supplement, the Trustee, RCFC, the
Servicers, Noteholders representing more than 50% of the Aggregate Principal
Balance of the Series 2001-1 Notes and the Series 2001-1 Letter of Credit
Provider may enter into an amendment of the Supplement.
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 CONSRUED 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.
[SIGNATURE PAGES FOLLOW]
2
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,
formerly known as Bankers Trust
Company, as Trustee
By: ____________________________________
Name:
Title:
Acknowledged and Consented to by:
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Master Servicer
By: ____________________________________
Xxxxxx X. Xxxx
Treasurer
DTG OPERATIONS, INC., formerly known as
DOLLAR RENT A CAR SYSTEMS, INC., as Servicer
By: ____________________________________
Xxxxxxx X. XxXxxxx
Treasurer
THRIFTY RENT-A-CAR SYSTEM, INC., as Servicer
By: ____________________________________
Xxxxxx X. Xxxx
Treasurer
S-1
CREDIT SUISSE FIRST BOSTON, NEW
YORK BRANCH, as Enhancement Provider
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
AMBAC ASSURANCE CORPORATION, as Insurer
By: ____________________________________
Name:
Title:
S-2
