EXHIBIT 4.92
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AMENDMENT NO. 7
TO
MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
dated as of February 24, 2003
among
RENTAL CAR FINANCE CORP.,
as Lessor
DTG OPERATIONS, INC., formerly known as
Dollar Rent A Car Systems, Inc.,
as a Lessee and Servicer
and
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
as Master Servicer and Guarantor
AMENDMENT NO. 7
TO MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
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This Amendment No. 7 to Master Motor Vehicle Lease and Servicing Agreement
dated as of February 24, 2003 ("Amendment"), among Rental Car Finance Corp., an
Oklahoma corporation, as Lessor ("Lessor"), DTG Operations, Inc., formerly known
as Dollar Rent A Car Systems, Inc., an Oklahoma corporation, as a Lessee and
Servicer ("Lessee"), and Dollar Thrifty Automotive Group, Inc., a Delaware
corporation, as Master Servicer and Guarantor (in such capacity, the
"Guarantor") (Lessor, Lessee and the Guarantor are collectively referred to
herein as the "Parties").
RECITALS:
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A. Lessor, Lessee and the Guarantor entered into that certain Master
Motor Vehicle Lease and Servicing Agreement dated as of March 4, 1998, as
amended by (i) Amendment No. 1 to Master Motor Vehicle Lease and Servicing
Agreement dated as of November 19, 1998, (ii) Amendment No. 2 to Master Motor
Vehicle Lease and Servicing Agreement dated as of November 9, 2000, (iii)
Amendment No. 3 to Master Motor Vehicle Lease and Servicing Agreement dated as
of December 14, 2000, (iv) Amendment No. 4 to Master Motor Vehicle Lease and
Servicing Agreement dated as of December 31, 2001, (v) Amendment No. 5 to Master
Motor Vehicle Lease and Servicing Agreement dated as of January 31, 2002, and
(vi) Amendment No. 6 to Master Motor Vehicle Lease and Servicing Agreement dated
as of December 12, 2002 (collectively, the "Master Lease"); and
B. The Parties wish to amend the Master Lease 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 Master Lease.
2. Amendments. Upon the terms and subject to the conditions set forth in
this Amendment, the Parties hereto hereby agree to amend the Master Lease by
deleting Section 25.5 in its entirety and replacing it with the following:
"Section 25.5 No Financed Vehicles.
Notwithstanding anything to the contrary contained
in this Lease, submit requests to or otherwise
lease, or cause to be leased, hereunder any
Financed Vehicles without the prior written
consent of the holders of the Group II Series of
Notes, each Enhancement Provider with respect to
each Group II Series of Notes and the Rating
Agencies (which consent of the Rating Agencies may
be evidenced by a written confirmation by such
Rating Agencies that the leasing of such Financed
Vehicles by RCFC under the Financing Lease will
not result in the reduction or withdrawal of the
then current ratings on each outstanding Group II
Series of Notes)."
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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 Master Lease, nor alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Master 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 Master Lease specifically referred to herein and any references in the
Master Lease to the provisions of the Master Lease specifically referred to
herein shall be to such provisions as amended by this Amendment.
4. Applicable Provisions. Pursuant to Section 22 of the Master Lease, the
Lessor, the Lessees and the Guarantor may enter into an amendment to the Master
Lease provided that the Master Collateral Agent and the Trustee, the Required
Group II Noteholders and each Enhancement Provider with respect to each Series
of Notes included in Group II consent thereto in writing; provided, that,
Section 8.04(a) and 8.04(b) of the Note Purchase Agreement dated as of December
15, 2000, as amended, among the Lessor, the Guarantor, the entities party
thereto as Conduit Purchasers, the entities parties thereto as Committed
Purchasers, the entities parties thereto as Managing Agents and The Bank of Nova
Scotia, as Administrative Agent, provide, in part, that neither the Lessor nor
the Guarantor will make, or permit the Lessees to make, any amendment to any
Series Document (i) without the prior written consent of each Managing Agent,
and (ii) if such amendment may be made with the prior consent of the Required
Group II Noteholders, without the prior written consent of the Series 2000-1
Required Noteholders (as defined in the Series 2000-1 Supplement dated as of
December 15, 2000, as amended, between the Lessor and Deutsche Bank Trust
Company Americas, formerly known as Bankers Trust Company), respectively.
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.
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.
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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 PAGES]
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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.
LESSOR:
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RENTAL CAR FINANCE CORP., an Oklahoma
corporation
By: ____________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
LESSEE:
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DTG OPERATIONS, INC., formerly known as
Dollar Rent A Car Systems, Inc., an
Oklahoma corporation
By: ____________________________________
Xxxxxx X. Xxxx
Treasurer
GUARANTOR:
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
a Delaware corporation
By: ____________________________________
Xxxxxx X. Xxxx
Treasurer
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The following hereby consent to the foregoing Amendment as of the day and
year first above written.
MASTER COLLATERAL AGENT AND TRUSTEE:
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DEUTSCHE BANK TRUST COMPANY
AMERICAS, formerly known as Bankers
Trust Company, a New York banking
corporation
By: ____________________________________
Name: _____________________________
Title: ____________________________
GROUP II NOTEHOLDERS:
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THE BANK OF NOVA SCOTIA, in its
capacity as Managing Agent and as a
Series 2000-1 Noteholder
By: ____________________________________
Name: _____________________________
Title: ____________________________
DRESDNER BANK AG, in its capacity as
Managing Agent and as a Series 2000-1
Noteholder
By: ____________________________________
Name: _____________________________
Title: ____________________________
By: ____________________________________
Name: _____________________________
Title: ____________________________
ABN AMRO BANK N.V., n its capacity as
Managing Agent and a Series 2000-1
Noteholder
By: ____________________________________
Name: _____________________________
Title: ____________________________
By: ____________________________________
Name: _____________________________
Title: ____________________________
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DOLLAR THRIFTY FUNDING CORP., an
Oklahoma corporation, in its capacity as
a Series 1998-1 Noteholder
By: ____________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
ENHANCEMENT PROVIDER:
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CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH, a Swiss banking corporation
By: ____________________________________
Name: _____________________________
Title: ____________________________
By: ____________________________________
Name: _____________________________
Title: ____________________________
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