EXHIBIT 4.106
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AMENDMENT NO. 8
TO SERIES 2000-1 SUPPLEMENT
Dated as of December 10, 2003
This AMENDMENT NO. 8 TO SERIES 2000-1 SUPPLEMENT, dated as of December
10, 2003 (this "Amendment") is between Rental Car Finance Corp., an Oklahoma
corporation ("RCFC"), DTG Operations, Inc., formerly known as Dollar Rent A Car
Systems, Inc., an Oklahoma corporation, Dollar Thrifty Automotive Group, Inc., a
Delaware corporation, Deutsche Bank Trust Company Americas, formerly known as
Bankers Trust Company, a New York banking corporation (the "Trustee"), Credit
Suisse First Boston, Cayman Islands Branch, as the Series 2000-1 Letter of
Credit Provider ("CSFB"), The Bank of Nova Scotia, in its capacity as Managing
Agent and as a Series 2000-1 Noteholder ("Scotia"), ABN AMRO Bank N.V. in its
capacity as Managing Agent and as a Series 2000-1 Noteholder ("ABN"), and
Dresdner Bank AG, in its capacity as Managing Agent and as a Series 2000-1
Noteholder ("Dresdner"; Scotia, ABN and Dresdner are collectively referred to
herein as the "Series 2000-1 Noteholders").
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 the Base
Indenture dated as of December 23, 1997 (the "Base Indenture"); and
B. 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, by that certain
Amendment No. 2 to Series 2000-1 Supplement, dated as of January 31, 2002, by
that certain Amendment No. 3 to Series 2000-1 Supplement, dated as of April 16,
2002, by that certain Amendment No. 4 to Series 2000-1 Supplement, dated as of
August 12, 2002, by that certain Amendment No. 5 to Series 2000-1 Supplement,
dated as of August 15, 2002, by that certain Amendment No. 6 to Series 2000-1
Supplement, dated as of December 12, 2002; and by that certain Amendment No. 7
to Series 2000-1 Supplement, dated as of March 18, 2003 (the "Supplement").
B. The parties hereto 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. The definition for "Series 2000-1 Termination Date" is hereby
amended in its entirety to read as follows:
"Series 2000-1 Termination Date" means the Expiration Date (as
such term is defined in the Series 2000-1 Note Purchase Agreement), as
such date may be extended from time to time in accordance with the
Series 2000-1 Note Purchase Agreement.
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 and Section
11.2(ii) of the Base Indenture, the Supplement may be amended to extend the due
date for the Series 2000-1 Notes if such amendment is in writing and consented
to by the Trustee, RCFC, the Servicers, the Series 2000-1 Letter of Credit
Provider and each affected Series 2000-1 Noteholder.
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.
[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.
RCFC
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RENTAL CAR FINANCE CORP.
By: ___________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
TRUSTEE
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DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust
Company
By: ___________________________________
Name:
Title:
SERVICERS
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By: ___________________________________
Xxxxxx X. Xxxx
Treasurer
DTG OPERATIONS, INC., formerly known as
Dollar Rent A Car Systems, Inc.
By: ___________________________________
Xxxxxx X. Xxxx
Treasurer
S-1
SERIES 2000-1 LETTER OF CREDIT PROVIDER
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CREDIT SUISSE FIRST BOSTON, CAYMAN
ISLANDS BRANCH
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
MANAGING AGENTS AND SERIES 2000-1
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NOTEHOLDERS
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ABN AMRO BANK N.V.
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: ___________________________________
Name:
Title:
DRESDNER BANK AG
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
S-2
