EXHIBIT 4.50
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Amendment No. 4
to
Master Motor Vehicle Lease and Servicing Agreement
dated as of December 31, 2001
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. 4
to Master Motor Vehicle Lease and Servicing Agreement
This Amendment No. 4 to Master Motor Vehicle Lease and Servicing Agreement,
dated as of December 31, 2001 ("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, Lessees 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 Motor Vehicle Lease and
Servicing Agreement, dated as of November 19, 1998, Amendment No. 2 to Master
Motor Vehicle Lease and Servicing Agreement, dated as of November 9, 2000 and
Amendment No. 3 to Master Motor Vehicle Lease and Servicing Agreement, dated as
of December 14, 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 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 1.00:1.00.
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.
By: ______________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
LESSEES:
Dollar Rent A Car Systems, Inc.
By: ______________________________________
Xxxxxxx X. XxXxxxx
Treasurer
Thrifty Rent-A-Car System, Inc.
By: ______________________________________
Xxxxxx X. Xxxx
Treasurer
GUARANTOR:
Dollar Thrifty Automotive Group, Inc.
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
By: ______________________________________
Name:
Title:
GROUP II NOTEHOLDERS:
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:
Dollar Thrifty Funding Corp.
By: ______________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
ENHANCEMENT PROVIDER:
Credit Suisse First Boston, NEW YORK BRANCH
By: ______________________________________
Name:
Title:
By: ______________________________________
Name:
Title:
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