Exhibit 4.130
AMENDMENT NO. 9
TO
MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
dated as of December 6, 2004
among
RENTAL CAR FINANCE CORP.,
as Lessor
DTG OPERATIONS, INC., formerly known as
Dollar Rent A Car Systems, Inc.,
as a Lessee and Servicer,
and
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
as Master Servicer and Guarantor
AMENDMENT NO. 9
TO MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
-----------------------------------------------------
This Amendment No. 9 to Master Motor Vehicle Lease and Servicing Agreement
dated as of December 6, 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 ("Lessee"), and Dollar Thrifty Automotive Group, Inc., a Delaware
corporation, as Master Servicer and Guarantor (in such capacity, the
"Guarantor") (Lessor, Lessee and the Guarantor are collectively referred to
herein as the "Parties").
RECITALS:
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A. Lessor, Lessee and the Guarantor entered into that certain Master Motor
Vehicle Lease and Servicing Agreement dated as of March 4, 1998, as amended by
(i) Amendment No. 1 to Master Motor Vehicle Lease and Servicing Agreement dated
as of November 19, 1998, (ii) Amendment No. 2 to Master Motor Vehicle Lease and
Servicing Agreement dated as of November 9, 2000, (iii) Amendment No. 3 to
Master Motor Vehicle Lease and Servicing Agreement dated as of December 14,
2000, (iv) Amendment No. 4 to Master Motor Vehicle Lease and Servicing Agreement
dated as of December 31, 2001, (v) Amendment No. 5 to Master Motor Vehicle Lease
and Servicing Agreement dated as of January 31, 2002, (vi) Amendment No. 6 to
Master Motor Vehicle Lease and Servicing Agreement dated as of December 12,
2002, (vii) Amendment No. 7 to Master Motor Vehicle Lease and Servicing
Agreement dated as of February 24, 2003, and (viii) Amendment No. 8 to Master
Motor Vehicle Lease and Servicing Agreement dated as of March 24, 2004
(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 to amend Section 24.15 of the
Master Lease by deleting subclause (ii) thereof in its entirety and replacing it
with the following:
"(ii) the aggregate amount of
(A) such Distribution 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
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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) 50% of Adjusted
Net Income (as defined in the
Credit Agreement) for the 2004
Fiscal Year and (ii) $20,000,000
2006 Fiscal Year The lesser of (i) 50% of Adjusted
Net Income for the 2005 Fiscal Year
and (ii) $23,000,000
2007 Fiscal Year The lesser of (i) 50% of Adjusted
Net Income for the 2006 Fiscal Year
and (ii) $26,000,000
2008 Fiscal Year The lesser of (i) 50% of Adjusted
Net Income for the 2007 Fiscal Year
and (ii) $29,000,000
2009 Fiscal Year The lesser of (i) 12.5% of Adjusted
Net Income for the 2008 Fiscal Year
and (ii) $8,000,000; 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
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 (aa)
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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, (bb) there
shall be at least $100,000,000 of Unrestricted Cash (as defined in the
Credit Agreement) on hand at DTAG and its Subsidiaries (on a
consolidated basis) as of the last day of the calendar month most
recently completed prior to such purchase or redemption and (cc) after
giving pro forma effect to such purchase or redemption, there shall be
at least $75,000,000 of Unrestricted Cash on hand at DTAG and its
Subsidiaries (on a consolidated basis) as of the date of 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 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.
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 parties thereto as Committed
Purchasers, the entities parties thereto as Managing Agents and Dresdner
Kleinwort Wasserstein 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.
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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.
LESSOR:
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RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
By:_____________________________________
Pamela S. Peck
Vice President and Treasurer
LESSEE:
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DTG OPERATIONS, INC., formerly known as
Dollar Rent A Car Systems, Inc., an
Oklahoma corporation
By:_____________________________________
Pamela S. Peck
Treasurer
GUARANTOR:
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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:
-----------------------------------
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 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:_______________________________
DRESDNER BANK AG, in its capacity as
Managing Agent and as a Series 2000-1
Noteholder
By:_____________________________________
Name:________________________________
Title:_______________________________
By:_____________________________________
Name:________________________________
Title:_______________________________
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JPMORGAN CHASE BANK, N.A., formerly
known as JPMorgan Chase Bank
By:_____________________________________
Name:________________________________
Title:_______________________________
DOLLAR THRIFTY FUNDING CORP.,
an Oklahoma corporation, in its capacity
as a Series 1998-1 Noteholder
By:_____________________________________
Pamela S. Peck
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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