EXHIBIT 4.113
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AMENDMENT NO. 8
TO
MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
dated as of March 24, 2004
among
RENTAL CAR FINANCE CORP.,
as Lessor,
DTG OPERATIONS, INC.,
as a Lessee and Servicer,
and
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
as Master Servicer and Guarantor
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AMENDMENT NO. 8
TO MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
This Amendment No. 8 to Master Motor Vehicle Lease and Servicing
Agreement, dated as of March 24, 2004 ("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 ("Dollar"), 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, Dollar and the Guarantor entered into that certain Master
Motor Vehicle Lease and Servicing Agreement, dated as of March 4, 1998, as
amended by that certain Amendment No. 1 to Master Motor Vehicle Lease and
Servicing Agreement, dated as of November 19, 1998, as amended by that certain
Amendment No. 2 to Master Motor Vehicle Lease and Servicing Agreement, dated as
of November 9, 2000, as amended by that certain Amendment No. 3 to Master Motor
Vehicle Lease and Servicing Agreement, dated as of December 14, 2000, as amended
by that certain Amendment No. 4 to Master Motor Vehicle Lease and Servicing
Agreement, dated as of December 31, 2001, as amended by that certain Amendment
No. 5 to Master Motor Vehicle Lease and Servicing Agreement, dated as of January
31, 2002, as amended by that certain Amendment No. 6 to Master Motor Vehicle
Lease and Servicing Agreement, dated as of December 12, 2002, and as amended by
that certain Amendment No. 7 to Master Motor Vehicle Lease and Servicing
Agreement, dated as of February 24, 2003 (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 meanings 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, effective as of April
1, 2004, to amend Section 24.15 of the Master Lease as follows:
a. by inserting, in the proviso immediately preceding subclause
(i) thereof, immediately after the words "class of DTAG's Capital Stock", the
phrase "or warrants, options or other rights with respect thereto";
b. by deleting subclause (ii) thereof in its entirety and replacing
it with the following:
(ii) the aggregate amount of
(A) such Distributions to be made by DTAG and its Subsidiaries
pursuant to this Section 24.15, when added to the aggregate amount of
all such Distributions during the Fiscal Year in which such
Distribution would be made, does not exceed the amount set forth below
opposite such Fiscal Year
Fiscal Year Amount
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2004 Fiscal Year The lesser of (i) 25% of Excess Cash
Flow for the 2003 Fiscal Year and (ii)
$17,000,000
2005 Fiscal Year The lesser of (i) 25% of Excess Cash
Flow for the 2004 Fiscal Year and (ii)
$20,000,000
2006 Fiscal Year The lesser of (i) 25% of Excess Cash
Flow for the 2005 Fiscal Year and (ii)
$23,000,000
2007 Fiscal Year The lesser of (i) 25% of Excess Cash
Flow for the 2006 Fiscal Year and (ii)
$26,000,000
2008 Fiscal Year The lesser of (i) 25% of Excess Cash
Flow for the 2007 Fiscal Year and (ii)
$29,000,000
2009 Fiscal Year The lesser of (i) 6.25% of Excess Cash
Flow for the 2008 Fiscal Year and (ii)
$8,000,000
(B) Such purchase or redemption does not exceed the excess of
(1) the sum of (x) $15,000,000 and (y) 25% of Cumulative Excess Cash
Flow (as defined in the Credit Agreement) over (2) the sum of (x) the
aggregate amount of Distributions made prior to such date and
subsequent to the last day of the most recent Fiscal Year included in
the determination of Cumulative Excess Cash Flow by DTAG and its
Subsidiaries and (y) the aggregate amount of all other purchases and
redemptions consummated prior to such purchase or redemption and
subsequent to such last day of such Fiscal Year, provided that the
aggregate amount of such purchases and redemptions in any Fiscal Year
shall not exceed $50,000,000 and in the aggregate during the term of
the Credit Agreement shall not exceed $150,000,000.
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 upon the execution hereof by the Parties
hereto and then 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.
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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,
Sections 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 party thereto as Committed
Purchasers, the entities party thereto as Managing Agents and Dresdner Kleinwort
Xxxxxxxxxxx Securities LLC, as Administrative Agent (the "Series 2000-1 Note
Purchase Agreement"), provide, in part, that neither the Lessor nor the
Guarantor will make, or permit the Lessees to make, any amendment to any Series
Document (as such term is defined in the Series 2000-1 Note Purchase Agreement)
(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.
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:
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RENTAL CAR FINANCE CORP.
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.
By:_____________________________________
Xxxxxx X. Xxxx
Treasurer
GUARANTOR:
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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:
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DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust
Company
By:_____________________________________
Name:
Title:
GROUP II NOTEHOLDERS:
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ABN AMRO BANK N.V., in its capacity as
Managing Agent and as a Series 2000-1
Noteholder
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, in its capacity
as Managing Agent and as a Series
2000-1 Noteholder
By:_____________________________________
Name:
Title:
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DRESDNER BANK AG, in its capacity as
Managing Agent and as a Series 2000-1
Noteholder
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
JPMORGAN CHASE BANK, in its capacity as
Managing Agent and as a Series 2000-1
Noteholder
By:_____________________________________
Name:
Title:
DOLLAR THRIFTY FUNDING CORP., 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, ACTING
THROUGH ITS NEW YORK BRANCH
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title::
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