EXHIBIT 4.20
[EXECUTION COPY]
SUPPLEMENT NO. 2
TO SERIES 1998-1 SUPPLEMENT,
DATED AS OF MARCH 4, 1998,
TO BASE INDENTURE,
DATED AS OF DECEMBER 13, 1995,
AS AMENDED BY
AMENDMENT TO BASE INDENTURE,
DATED AS OF DECEMBER 23, 1997
Supplement No. 2, dated as of March 4, 1999 ("Supplement No. 2"), among
Rental Car Finance Corp., an Oklahoma corporation, formerly known as Thrifty Car
Rental Finance Corporation ("RCFC"), Dollar Rent A Car Systems, Inc., an
Oklahoma corporation ("Dollar"), Thrifty Rent-A-Car System, Inc., an Oklahoma
corporation ("Thrifty"), Dollar Thrifty Automotive Group, Inc., a Delaware
corporation ("DTAG"), Bankers Trust Company, a New York banking corporation, as
Trustee (the "Trustee"), and Credit Suisse First Boston, as the Enhancement
Provider ("CSFB") (RCFC, Dollar, Thrifty, DTAG, the Trustee, and CSFB are,
collectively, the "Parties"), to Series 1998-1 Supplement (the "Series 1998-1
Supplement"), dated as of March 4, 1998, to Base Indenture, dated as of December
13, 1995, between RCFC, as Issuer (in such capacity, the "Issuer"), and the
Trustee, as amended by the Amendment to the Base Indenture, dated as of December
23, 1997, between RCFC and the Trustee (the "Base Indenture"; the Base Indenture
and any Supplement thereto, including the Series 1998-1 Supplement and
Supplement No. 1 are, collectively the "Indenture").
W I T N E S S E T H
WHEREAS, pursuant to the Series 1998-1 Supplement the Series 1998-1 Maximum
Invested Amount is limited to an aggregate stated principal amount of
$615,000,000;
WHEREAS, the Parties wish to amend the definition of "Series 1998-1 Maximum
Invested Amount";
WHEREAS, the Parties also wish to provide for delivery of certain notices
by the Enhancement Agent upon any increase in the amount of the Series 1998-1
Letter of Credit; and
WHEREAS, pursuant to Section 8.6 of the Series 1998-1 Supplement and
Section 11.2 of the Base Indenture, RCFC, the Trustee, the Servicer, any
applicable Enhancement Provider, the Rating Agencies and the Required
Beneficiaries in respect of the Group II Series of Notes may enter into a
supplement to the Indenture for the purpose of amending the Series Supplement;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Definitions. Unless otherwise defined in this Supplement or
context otherwise requires, terms defined in the Definitions List or Series
1998-1 Supplement are used herein as defined therein.
Section 2. Amendments. The Series 1998-1 Supplement is hereby amended as
set forth in this Section 2; except as so amended, the Series 1998-1 Supplement
shall continue in full force and effect in accordance with its terms and, as
amended, is hereby ratified, approved and confirmed in all respects.
(a) Section 4A.1. Section 4A.1 of the Series 1998-1 Supplement is hereby
amended by deleting the reference therein to "$615,000,000" and replacing
it with "$640,000,000".
(b) Section 4.19. Section 4.19 of the Series 1998-1 Supplement is hereby
amended by adding the following immediately prior to the final sentence of
such section: "The Enhancement Agent further agrees that, in cases where it
shall be obligated to deliver a Notice of Increase of Series 1998-1 Letter
of Credit Amount in the form of and pursuant to the terms provided in Annex
F to that certain Irrevocable Letter of Credit dated March 4, 1998 (No.
TS-06000979), it shall concurrently deliver its acknowledgement and
acceptance of such notice to each of the Collateral Agent and the
Depositary."
Section 3. Applicable Provision. Pursuant to Section 8.6 of the Series
1998-1 Supplement and Section 11.2 of the Base Indenture, the Trustee, the
Rating Agencies, RCFC, the Servicer, any Enhancement Provider and the Required
Beneficiaries in respect of the Group II Series of Notes may enter into a
supplement to the Indenture for the purpose of amending the Series 1998-1
Supplement.
Section 4. Miscellaneous. This Supplement No. 2 shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. This Supplement No. 2 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. This Supplement No. 2
shall be governed by, and construed in accordance with, the internal laws of the
State of New York.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Supplement No. 2 to
be duly executed and delivered as of the day and year first above written.
RENTAL CAR FINANCE CORP.
By:_______________________________
Name:
Title:
BANKERS TRUST COMPANY,
as Trustee and Enhancement Agent
By:_______________________________
Name:
Title:
SERVICERS:
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THRIFTY RENT-A-CAR SYSTEM, INC.
By:_______________________________
Name:
Title:
DOLLAR RENT A CAR SYSTEMS, INC.
By:_______________________________
Name:
Title:
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:_______________________________
Name:
Title:
ENHANCEMENT PROVIDER:
---------------------
CREDIT SUISSE FIRST BOSTON
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
