EXHIBIT 4.88
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ADDENDUM NO. 3 TO THE
AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT
among
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
as Master Servicer,
RENTAL CAR FINANCE CORP., as a grantor,
as a Financing Source and as a Beneficiary,
THRIFTY RENT-A-CAR SYSTEM, INC.,
as a grantor and as Servicer,
DTG OPERATIONS, INC.,
as a grantor and as Servicer,
VARIOUS FINANCING SOURCES PARTIES HERETO,
VARIOUS BENEFICIARIES PARTIES HERETO,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely
as Master Collateral Agent
Dated as of December 12, 2002
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ADDENDUM NO. 3 TO THE AMENDED AND RESTATED MASTER COLLATERAL
AGENCY AGREEMENT
This ADDENDUM NO. 3, dated as of December 12, 2002 (the "Addendum"), to the
AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT, dated as of December
23, 1997, as amended by that certain Addendum to the Amended and Restated Master
Collateral Agency Agreement, dated as of March 6, 2001, as further amended by
that certain Addendum No. 2 to the Amended and Restated Master Collateral Agency
Agreement, dated as of January 31, 2002 (the "Existing Agreement"), as the same
may be further amended, supplemented, restated or otherwise modified from time
to time in accordance with the terms thereof, among DOLLAR THRIFTY AUTOMOTIVE
GROUP, INC., a Delaware corporation ("DTAG"), as master servicer (in such
capacity, the "Master Servicer"), RENTAL CAR FINANCE CORP., an Oklahoma
corporation ("RCFC"), as a grantor, THRIFTY RENT-A-CAR SYSTEM, INC., an Oklahoma
corporation ("Thrifty"), as a grantor and servicer, DTG OPERATIONS, INC.,
formerly known as Dollar Rent A Car Systems, Inc., an Oklahoma corporation
("Dollar"), as a grantor and servicer (in the capacity as Servicer, the
"Servicer" and in the capacity as grantor, the "Lessee Grantor"), RCFC and
DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company
(in its capacity as trustee under the Indenture (such term and all other
capitalized terms used herein and not otherwise defined herein having the
meanings assigned thereto in Section 1 hereof) as a Financing Source, the
Trustee, and RCFC as a Beneficiary and DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust Company, not in its individual capacity but as
agent for the Beneficiaries (in such capacity, the "Master Collateral Agent").
WHEREAS, the parties to the Existing Agreement desire to amend the Existing
Agreement as provided herein;
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meaning set forth therefor in the
Existing Agreement or if not defined therein, in the Base Indenture.
"Base Indenture" means the Base Indenture, dated as of December 13, 1995,
as amended by the amendment thereto dated as of December 23, 1997, between RCFC
and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust
Company, as Trustee, as such agreement may be further amended modified or
supplemented in accordance with the terms thereof.
Section 2. Amendments. Upon the terms and subject to the conditions
set forth in this Addendum, the parties hereto hereby agree as follows:
(a) All references to "Dollar Rent A Car Systems, Inc." in the Existing
Agreement shall be deemed to be "DTG Operations, Inc.".
(b) Effective January 1, 2003, all references to "Thrifty" or "Thrifty
Rent-A-Car System, Inc." in its capacity as a grantor and as Servicer shall be
deemed to be deleted in their entirety, and from and after January 1, 2003,
Thrifty shall be removed as a party to the Existing Agreement and shall have no
further obligations thereunder, other than any obligations arising prior to
January 1, 2003.
Section 3. Severability. Any provision of this Addendum that is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
Section 4. Counterparts. This Addendum may be executed in separate
counterparts and by the different parties on different counterparts, each of
which shall be an original and all of which taken together shall constitute one
and the same instrument.
Section 5. Conflicts with Financing Documents; Reservation of Rights.
The parties agree that in the event of any conflict between the provisions of
this Addendum and the provisions of any Financing Documents, the provisions of
this Addendum shall control. Except as expressly provided herein, nothing
contained in this Addendum is intended to affect or limit, in any way, the
rights that each of the Beneficiaries has insofar as the rights of such parties
and third parties are involved. Except as expressly provided herein, the
Beneficiaries specifically reserve all their respective rights against each
Lessee Grantor, any Financing Source and/or any third party.
Section 6. Binding Effect. This Addendum shall be binding upon and
inure to the benefit of each of the parties hereto, each Financing Source and
Beneficiary and their respective successors and assigns. Nothing herein is
intended or shall be construed to give any other Person any right, remedy or
claim under, to or in respect of this Addendum or the Group II Master Collateral
and the Group III Master Collateral.
Section 7. Governing Law. THIS AGREEMENT SHALL BE OVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
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IN WITNESS WHEREOF, each party hereto has executed this Addendum or caused
this Addendum to be duly executed by its officer thereunto duly authorized as of
the day and year first above written.
DOLLAR THRIFTY AUTOMOTIVE GROUP,
INC., as Master Servicer
By:________________________________
Xxxxxx X. Xxxx
Treasurer
RENTAL CAR FINANCE CORP., as
grantor
By:________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
THRIFTY RENT-A-CAR SYSTEM, INC., as
grantor and as servicer
By:________________________________
Xxxxxx X. Xxxx
Treasurer
DTG OPERATIONS, INC., formerly
known as Dollar Rent A Car Systems,
Inc., as grantor and as servicer
By:________________________________
Xxxxxxx X. XxXxxxx
Treasurer
DEUTSCHE BANK TRUST COMPANY
AMERICAS, formerly known as
Bankers Trust Company, not in its
individual capacity but solely as
Master Collateral Agent and as
Trustee
By:________________________________
Name:
Title:
3
Acknowledged and consented to by:
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:
DRESDNER BANK AG, in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
ING CAPITAL MARKETS LLC, in its capacity as
Managing Agent and as a Series 2000-1 Noteholder
By:________________________________
Name:
Title:
4
ABN AMRO BANK N.V., in its capacity as Managing
Agent and as a Series 2000-1 Noteholder
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
DOLLAR THRIFTY FUNDING CORP., as sole holder of the
Series 1998-1 Note
By:________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
Credit Suisse First Boston, NEW YORK BRANCH, as a
Subordinated Beneficiary
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
VEXCO, LLC, as a Financing Source and Beneficiary
By:________________________________
Name:
Title:
BANK ONE, NA, as a Financing Source and Beneficiary
By:________________________________
Name:
Title:
5
AMBAC ASSURANCE CORPORATION, as Insurer
By:________________________________
Name:
Title:
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