EXHIBIT 4.96
------------
AMENDMENT NO. 7
TO
SERIES 2000-1 SUPPLEMENT
dated as of March 18, 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,
formerly known as Bankers Trust Company,
a New York banking corporation,
as Trustee
CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH,
as the Series 2000-1 Letter of Credit Provider
THE BANK OF NOVA SCOTIA,
as Managing Agent and a Series 2000-1 Noteholder
ABN AMRO BANK N.V.,
as Managing Agent and a Series 2000-1 Noteholder
and
DRESDNER BANK AG,
as Managing Agent and a Series 2000-1 Noteholder
AMENDMENT NO. 7
TO SERIES 2000-1 SUPPLEMENT
---------------------------
This Amendment No. 7 to Series 2000-1 Supplement dated as of March 18, 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, formerly
known as Bankers Trust Company, a New York banking corporation, as Trustee (the
"Trustee"), Credit Suisse First Boston, Cayman Islands Branch, as the Series
2000-1 Letter of Credit Provider ("CSFB"), The Bank of Nova Scotia, in its
capacity as Managing Agent and as a Series 2000-1 Noteholder ("Scotia"), ABN
AMRO Bank N.V., in its capacity as Managing Agent and as a Series 2000-1
Noteholder ("ABN"), and Dresdner Bank AG, in its capacity as Managing Agent and
as Series 2000-1 Noteholder ("Dresdner"; Scotia, ABN and Dresdner are
collectively referred to herein as the "Series 2000-1 Noteholders") (RCFC,
Operations, DTAG, the Trustee, CSFB and the Series 2000-1 Noteholders are
collectively referred to herein as the "Parties").
RECITALS:
--------
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 2000-1
Supplement dated as of December 15, 2000, as amended by (i) Amendment No. 1 to
Series 2000-1 Supplement dated as of April 20, 2001, (ii) Amendment No. 2 to
Series 2000-1 Supplement dated as of January 31, 2002, (iii) Amendment No. 3 to
Series 2000-1 Supplement dated as of April 16, 2002, (iv) Amendment No. 4 to
Series 2000-1 Supplement dated as of August 12, 2002, (v) Amendment No. 5 to
Series 2000-1 Supplement dated as of August 15, 2002, and (vi) Amendment No. 6
to Series 2000-1 Supplement dated as of December 12, 2002 (as amended to the
date hereof, the "Series 2000-1 Supplement"); and
C. The Parties wish to amend the Series 2000-1 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 2000-1 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 2000-1 Supplement is hereby amended as follows:
(a) By deleting the definition of "Series 2000-1 Available
Subordinated Amount Maximum Increase" contained in Section 2.1(b) in its
entirety.
(b) By deleting the reference to "$250,000,000" contained in Section
4A.1 and replacing it with "$275,000,000".
1
(c) By deleting the proviso at the end of Section 4.7(c)(v) in its
entirety and replacing it with the following:
"provided, however, that RCFC shall have no
obligation to so increase the Series 2000-1
Available Subordinated Amount at any time;"
(d) By adding the following as a new Section 8.7:
"Section 8.7 Financed Vehicles. RCFC shall
not lease any Financed Vehicles under the
Financing Lease without the prior written
consent of the holders of the Group II Series
of Notes, each Enhancement Provider with
respect to each Group II 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 II
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 2000-1 Supplement, nor alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Series 2000-1 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 2000-1 Supplement specifically referred
to herein and any references in the Series 2000-1 Supplement to the provisions
of the Series 2000-1 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 8.6(a) of the Series 2000-1 Supplement, the Trustee, RCFC, the
Servicers, the Required Noteholders with respect to the Series 2000-1 Notes and
the Series 2000-1 Letter of Credit Provider may enter into an amendment to the
Series 2000-1 Supplement provided that as evidenced by an Opinion of Counsel,
such amendment affects only the Series 2000-1 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.
2
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]
3
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:
----
RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
By: ____________________________________
Pamela S. Peck
Vice President and Treasurer
TRUSTEE:
-------
DEUTSCHE BANK TRUST COMPANY
AMERICAS, formerly known as Bankers
Trust Company, a New York banking
corporation
By: ____________________________________
Name: _____________________________
Title: ____________________________
SERVICERS:
---------
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
4
SERIES 2000-1 LETTER OF CREDIT PROVIDER:
---------------------------------------
CREDIT SUISSE FIRST BOSTON, CAYMAN
ISLANDS BRANCH, a Swiss banking
corporation
By: ____________________________________
Name: _____________________________
Title: ____________________________
By: ____________________________________
Name: _____________________________
Title: ____________________________
SERIES 2000-1 NOTEHOLDERS:
-------------------------
THE BANK OF NOVA SCOTIA, in its capacity
as Managing Agent and as a Series 2000-1
Noteholder
By: ____________________________________
Name: _____________________________
Title: ____________________________
ABN AMRO BANK N.V., in its capacity as
Managing Agent and a Series 2000-1
Noteholder
By: ____________________________________
Name: _____________________________
Title: ____________________________
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: ____________________________
5