EXHIBIT 4.104
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EXECUTION COPY
AMENDMENT NO. 3
TO
SERIES 2002-1 SUPPLEMENT
dated as of March 25, 2003
among
RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
DTG OPERATIONS, INC., formerly known as
Dollar Rent A Car Systems, Inc.,
an Oklahoma corporation
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
a Delaware corporation
DEUTSCHE BANK TRUST COMPANY AMERICAS,
a New York banking corporation,
as Trustee
CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH,
as an Enhancement Provider
DRESDNER BANK AG,
as an Enhancement Provider
and
AMBAC ASSURANCE CORPORATION,
a Wisconsin-domiciled stock insurance corporation,
as 100% Series 2002-1 Noteholder
AMENDMENT NO. 3
TO SERIES 2002-1 SUPPLEMENT
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This Amendment No. 3 to Series 2002-1 Supplement dated as of March 25, 2003
("Amendment"), among Rental Car Finance Corp., an Oklahoma corporation ("RCFC"),
DTG Operations, Inc., formerly known as Dollar Rent A Car Systems, Inc., an
Oklahoma corporation ("Operations"), Dollar Thrifty Automotive Group, Inc., a
Delaware corporation ("DTAG"), Deutsche Bank Trust Company Americas, a New York
banking corporation, as Trustee (the "Trustee"), Credit Suisse First Boston,
Cayman Islands Branch, as an Enhancement Provider ("CSFB"), Dresdner Bank AG, as
an Enhancement Provider ("Dresdner"), and Ambac Assurance Corporation, a
Wisconsin-domiciled stock insurance corporation as 100% Series 2002-1 Noteholder
("Ambac"; RCFC, Operations, DTAG, the Trustee, CSFB, Dresdner and Ambac are
collectively referred to herein as the "Parties").
RECITALS:
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A. RCFC, as Issuer, and the Trustee entered into that certain Base
Indenture dated as of December 13, 1995, as amended by the Amendment to Base
Indenture dated as of December 23, 1997 (the "Base Indenture"); and
B. RCFC and the Trustee entered into that certain Series 2002-1
Supplement dated as of June 4, 2002, as amended by (i) Amendment No. 1 to Series
2002-1 Supplement dated as of August 12, 2002, and (ii) Amendment No. 2 to
Series 2002-1 Supplement dated as of December 12, 2002 (as amended to the date
hereof, the "Series 2002-1 Supplement"); and
C. The Parties wish to amend the Series 2002-1 Supplement 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 Series 2002-1 Supplement and if
not defined therein shall have the meaning set forth in the Definitions List
attached as Schedule 1 to the Base Indenture.
2. Amendments. The Series 2002-1 Supplement is hereby amended as follows:
(a) By deleting "$25,000,000" in each place contained in the
definition of "Manufacturer Event of Default" contained in Section 2.1(b) and
replacing each with "$40,000,000".
(b) By deleting the definition of "Series 2002-1 Available
Subordinated Amount Maximum Increase" contained in Section 2.1(b) in its
entirety.
(c) By deleting the proviso at the end of Section 4.7(d)(v) in its
entirety and replacing it with the following:
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"provided, however, that RCFC shall have no
obligation to so increase the Series 2002-1
Available Subordinated Amount at any time;"
(d) By adding the following as a new Section 8.14:
"Section 8.14 Financed Vehicles. RCFC shall
not lease any Financed Vehicles under the
Financing Lease without the prior written
consent of the Required Beneficiaries, each
Enhancement Provider with respect to each
Group III Series of Notes and the Rating
Agencies (which consent of the Rating
Agencies may be evidenced by a written
confirmation by such Rating Agencies that the
leasing of such Financed Vehicles by RCFC
under the Financing Lease will not result in
the reduction or withdrawal of the then
current ratings on each outstanding Group III
Series of Notes)."
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 Series 2002-1 Supplement, nor alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Series 2002-1 Supplement, 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 Series 2002-1 Supplement specifically referred
to herein and any references in the Series 2002-1 Supplement to the provisions
of the Series 2002-1 Supplement specifically referred to herein shall be to such
provisions as amended by this Amendment.
4. Applicable Provisions. Pursuant to Section 11.2 of the Base Indenture
and Section 8.7(a) of the Series 2002-1 Supplement, the Trustee, RCFC, the
Servicers, the Required Noteholders with respect to the Series 2002-1 Notes and
any applicable Enhancement Provider may enter into an amendment to the Series
2002-1 Supplement provided that (i) the Rating Agencies shall consent thereto in
writing by issuing a letter confirming their ratings, and (ii) as evidenced by
an Opinion of Counsel, such amendment affects only the Series 2002-1
Noteholders.
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.
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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.
[SIGNATURES ON FOLLOWING PAGES]
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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.
RCFC:
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RENTAL CAR FINANCE CORP., an Oklahoma
corporation
By:_____________________________________
Pamela S. Peck
Vice President and Treasurer
TRUSTEE:
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DEUTSCHE BANK TRUST COMPANY AMERICAS,
a New York banking corporation
By:_____________________________________
Name:________________________________
Title:_______________________________
SERVICERS:
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DTG OPERATIONS, INC., formerly known
as Dollar Rent A Car Systems, Inc., an
Oklahoma corporation
By:_____________________________________
Pamela S. Peck
Treasurer
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
a Delaware corporation
By:_____________________________________
Pamela S. Peck
Treasurer
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ENHANCEMENT PROVIDERS:
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CREDIT SUISSE FIRST BOSTON, CAYMAN
ISLANDS BRANCH, a Swiss banking
corporation
By:_____________________________________
Name:________________________________
Title:_______________________________
By:_____________________________________
Name:________________________________
Title:_______________________________
DRESDNER BANK AG
By:_____________________________________
Name:________________________________
Title:_______________________________
By:_____________________________________
Name:________________________________
Title:_______________________________
100% SERIES 2002-1 NOTEHOLDER:
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AMBAC ASSURANCE CORPORATION, a
Wisconsin-domiciled stock insurance
corporation
By:_____________________________________
Name:________________________________
Title:_______________________________
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