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AMENDMENT NO. 3
TO
MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
dated as of December 14, 2000
among
RENTAL CAR FINANCE CORP.,
as Lessor,
DOLLAR RENT A CAR SYSTEMS, INC.,
as a Lessee,
THRIFTY RENT-A-CAR SYSTEM, INC.,
as a Lessee,
and
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
as Master Servicer and Guarantor
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AMENDMENT NO. 3
TO MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
This Amendment No.3 to Master Motor Vehicle Lease and Servicing
Agreement, dated as of December 14, 2000 ("Amendment"), among Rental Car Finance
Corp., an Oklahoma corporation, as Lessor ("Lessor"), Dollar Rent A Car Systems,
Inc., an Oklahoma corporation, as a Lessee ("Dollar"), Thrifty Rent-A-Car
System, Inc., an Oklahoma corporation, as a Lessee ("Thrifty") (Dollar and
Thrifty are collectively referred to herein as the "Lessees"), and Dollar
Thrifty Automotive Group, Inc., a Delaware corporation, as Master Servicer and
Guarantor (in such capacity, the "Guarantor") (Lessor, Lessees and the Guarantor
are collectively referred to herein as the "Parties").
RECITALS
A. Lessor, Lessee and the Guarantor entered into that certain
Master Motor Vehicle Lease and Servicing Agreement dated as of March 4, 1998, as
subsequently amended by Amendment No. 1 to Master Vehicle Lease and Serving
Agreement, dated as of November 19, 1998, and by Amendment No. 2 to Master
Vehicle Lease and Serving Agreement, dated as of November 9, 2000 (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. The Master Lease is hereby amended as follows:
a. Section 8 of the Master Lease is hereby amended by adding
the phrase "(or any similar event under any Series Supplement
to the Base Indenture relating to a Group II Series of Notes)"
immediately after the phrase "Series 1998-1 Limited
Liquidation Event of Default" in the first and third sentences
thereof.
b. Section 17.1.6 of the Master Lease is hereby amended to
read in its entirety as follows:
"17.1.6. a Series 1998-1 Enhancement Deficiency (or
any similar event under any Series Supplement to the Base
Indenture relating to a Group II Series of Notes) shall
occur and continue for at least one (1) Business Day after
the Master Servicer obtains actual knowledge thereof;
provided, however, that such event or condition shall not
be a Lease Event of Default if within such one (1) Business
Day period DTAG shall have taken any of the actions
described in the proviso to Section 5.1(a) of the Series
1998-1 Supplement (or any similar provision in any Series
Supplement to the Base Indenture relating to a Group II
Series of Notes) such that the Series 1998-1 Enhancement
Deficiency (or any similar event under any Series
Supplement to the Base Indenture relating to a Group II
Series of Notes) no longer exists and such action is in
accordance with the terms of Section 4.7(d)(v) of the
Series 1998-1 Supplement (or any similar proviso in any
Series Supplement to the Base Indenture relating to a Group
II Series of Notes).
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c. Section 24.14 of the Master Lease is hereby amended to
read in its entirety as follows:
The Guarantor will not permit (a) the Interest Coverage
Ratio, as of the last day of each Fiscal Quarter, to be
less than the ratio of 4.00:1.00, or (b) the Fixed Charge
Coverage Ratio, as of the last day of each Fiscal Quarter,
to be less than the ratio of 1.10:1.00.
d. Section 24.15 of the Master Lease is hereby amended by
adding the phrase "(or any similar event under any Series
Supplement to the Base Indenture relating to a Group II Series
of Notes)" immediately after the phrase "Series 1998-1 Limited
Liquidation Event of Default" in subparagraph (i) thereof.
e. Section 25.3 of the Master Lease is hereby amended by
adding the phrase "(or any letter of credit provider supporting
the obligations of the Lessees under this Lease for the benefit
of any other Group II Noteholders)" immediately after the
phrase "Series 1998-1 Letter of Credit Provider" on the fourth
line thereof.
f. Section 13 of Annex A to the Master Lease is hereby
amended by adding the phrase "(or any similar event under any
Series Supplement to the Base Indenture relating to a Group
II Series of Notes)" immediately after the phrase "Series
1998-1 Limited Liquidation Event of Default" in the first
sentence thereof.
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.
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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.
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.
[SIGNATURES FOLLOW]
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IN WITNESS THEREOF, the Parties have caused this Amendment to be duly
executed by their respective officers thereunto duty authorized, as of the date
first above written.
LESSOR:
RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
By: _________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
LESSEES:
Dollar Rent A Car Systems, Inc.,
an Oklahoma corporation
By: _________________________________
Xxxxxxx X. XxXxxxx
Treasurer
Thrifty Rent-A-Car System, Inc.,
an Oklahoma corporation
By: _________________________________
Xxxxxx X. Xxxx
Treasurer
GUARANTOR:
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 date
first above written.
MASTER COLLATERAL AGENT AND TRUSTEE:
Bankers Trust Company, a New York
banking corporation
By: _________________________________
Name:
Title:
SOLE GROUP II NOTEHOLDER:
Dollar Thrifty Funding Corp.,
an Oklahoma corporation
By: _________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
ENHANCEMENT PROVIDER:
Credit Suisse First Boston, NEW YORK
BRANCH, a Swiss banking corporation
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
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