AMENDMENT NO. 2
TO
MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
dated as of November 9, 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
AMENDMENT NO. 2
TO MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
This Amendment No. 2 to Master Motor Vehicle Lease and Servicing
Agreement dated as of November 9, 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 Motor Vehicle Lease and
Servicing Agreement dated as of November 19, 1998 (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 by deleting
Section 24.15 in its entirety and replacing it with the following:
"Section 24.15. Dividends or other Distributions by Guarantor.
On and after the Lease Commencement Date, DTAG will not
declare, pay or make any Distribution with respect to any
shares of its Capital Stock (now or hereafter outstanding) or
on any warrants, options or other rights with respect to any
such shares of Capital Stock (now or hereafter outstanding) or
apply, or permit any of its Subsidiaries to apply, any of its
funds, property or assets to the purchase, redemption, sinking
fund or other retirement of, or agree or permit any of its
Subsidiaries to purchase or redeem, any shares of any class of
Capital Stock (now or hereafter outstanding) of DTAG, or
warrants, options or other rights with respect to any such
shares of Capital Stock (now or hereafter outstanding) of
DTAG; provided, however, that DTAG may declare, pay and make
cash Distributions to, and purchase or
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redeem any shares of any class of its Capital Stock held by,
its stockholders in any Fiscal Year, so long as
(i) both before and after giving effect to any such payment,
purchase or redemption, no Lease Event of Default,
Amortization Event, Liquidation Event of Default or Series
1998-1 Limited Liquidation Event of Default shall have
occurred and be continuing,
(ii) the aggregate amount of
(A) such Distribution to be made by DTAG 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
----------- ------
2000 Fiscal Year The lesser of (i) 25% of Excess Cash
Flow for the 1999 Fiscal Year and
(ii) $5,000,000
2001 Fiscal Year The lesser of (i) 25% of Excess Cash
Flow for the 2000 Fiscal Year and
(ii) $8,000,000
2002 Fiscal Year The lesser of (i) 25% of Excess Cash
Flow for the 2001 Fiscal Year and
(ii) $11,000,000
2003 Fiscal Year The lesser of (i) 25% of Excess Cash
Flow for the 2002 Fiscal Year and
(ii) $14,000,000
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; or
(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
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subsequent to January 1, 2000 by DTAG, and (y) the aggregate
amount of all other purchases and redemptions consummated
prior to such purchase or redemption."
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.
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 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.
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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:
RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
By: _____________________________________
Pamela S. Peck
Vice President and Treasurer
LESSEES:
DOLLAR RENT A CAR SYSTEMS, INC.,
an Oklahoma corporation
By: _____________________________________
Michael H. McMahon
Treasurer
THRIFTY RENT-A-CAR SYSTEM, INC.,
an Oklahoma corporation
By: _____________________________________
Pamela S. Peck
Treasurer
GUARANTOR:
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
a Delaware corporation
By: _____________________________________
Pamela S. Peck
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:
BANKERS TRUST COMPANY, a New York banking
corporation
By: _____________________________________
Name: _______________________________
Title: ______________________________
SOLE GROUP II NOTEHOLDER:
DOLLAR THRIFTY FUNDING CORP.,
an Oklahoma corporation
By: _____________________________________
Pamela S. Peck
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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