Exhibit 4.80
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AMENDMENT NO. 5
TO SERIES 2000-1 SUPPLEMENT
Dated as of August 15, 2002
This AMENDMENT NO. 5 TO SERIES 2000-1 SUPPLEMENT, dated as of August
15, 2002 (this "Amendment") is between RENTAL CAR FINANCE CORP., an Oklahoma
corporation ("RCFC"), and DEUTSCHE BANK TRUST COMPANY AMERICAS formerly known as
Bankers Trust Company, a New York banking corporation (the "Trustee").
RECITALS:
A. RCFC and the Trustee entered into that certain Series 2000-1
Supplement, dated as of December 15, 2000, as amended by that certain Amendment
No. 1 to Series 2000-1 Supplement, dated as of April 20, 2001, by that certain
Amendment No. 2 to Series 2000-1 Supplement, dated as of January 31, 2002, by
that certain Amendment No. 3 to Series 2000-1 Supplement, dated as of April 16,
2002 and by that certain Amendment No. 4 to Series 2000-1 Supplement, dated as
of August 12, 2002 (the "Supplement").
B. RCFC, Dollar Thrifty Automotive Group, Inc., a Delaware
corporation ("DTAG"), the entities party thereto as Conduit Purchasers ("Conduit
Purchasers"), the entities party thereto as Committed Purchasers ("Committed
Purchasers"), the entities party thereto as Managing Agents ("Managing Agents"),
and the Administrative Agent named therein ("Administrative Agent") entered into
that certain Note Purchase Agreement, dated as of December 15, 2000, as amended
by that certain Amendment No. 1 to Note Purchase Agreement, dated as of April
20, 2001, by that certain Amendment No. 2 to Note Purchase Agreement dated as
January 31, 2002, by that certain Amendment No. 3 to Note Purchase Agreement
dated as of April 16, 2002 and by that certain Addendum to Note Purchase
Agreement, dated as of the date hereof (the "Series 2000-1 Note Purchase
Agreement").
C. RCFC and the Trustee wish to amend the Supplement as provided
herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used in this Amendment not
herein defined shall have the meaning contained in the Supplement.
2. Amendments. Upon the terms and subject to the conditions set
forth in this Amendment and in reliance on the representations and warranties of
the parties hereto set forth in this Amendment, the parties hereto hereby agree
to the following amendments to the Supplement.
a. Paragraph (b) of Article 2 of the Supplement is hereby amended as
follows:
i. The definition of "Committed Purchasers" is hereby amended
to read in its entirety as follows:
"Committed Purchasers" means, collectively, ABN AMRO, Bank
One, BNS, Deutsche Bank, Dresdner and ING as each such term is
defined in the definition of "Ownership Group," and any of their
successors and permitted assigns, and such other purchasers as
shall become parties to the Series 2000-1 Note Purchase Agreement
as Committed Purchasers.
ii. The definition of "Conduit Purchasers" is hereby amended
to read in its entirety as follows:
"Conduit Purchasers" means, collectively, Amsterdam Funding
Corporation, Beethoven Funding Corporation, Falcon Asset
Securitization Corporation, Holland Limited Securitization, Inc.
and Liberty Street Funding Corp., and any of their successors and
permitted assigns, and such other purchasers as shall become
parties to the Series 2000-1 Note Purchase Agreement as Conduit
Purchasers.
iii. The definition of "Federal Funds Rate" is hereby amended in
its entirety to read as follows:
"Federal Funds Rate" means (i) with respect to any Series
2000-1 Note, other than the Series 2000-1 Note issued to ABN AMRO
for the benefit of the ABN AMRO Ownership Group, for any period,
a fluctuating interest rate per annum equal for each day during
such period to (a) the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the immediately
preceding Business Day) by the Federal Reserve Bank of New York,
or (b) if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three (3)
Federal funds brokers of recognized standing selected by it and
(ii) with respect to any Series 2000-1 Note issued to ABN AMRO
for the benefit of the ABN AMRO Ownership Group, for any day, the
greater of (a) the average rate per annum as determined by ABN
AMRO at which overnight Federal funds are offered to ABN AMRO for
such day by major banks in the interbank market, and (b) if ABN
AMRO is borrowing overnight funds from a Federal Reserve Bank
that day, the average rate per annum at which such overnight
borrowings are made on that day. Each determination of the
Federal Funds Rate by ABN AMRO shall be conclusive and binding on
RCFC except in the case of manifest error.
iv. The definition of "Managing Agents" is hereby amended in its
entirety to read as follows:
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"Managing Agents" means, collectively, ABN AMRO, Bank One,
BNS, Dresdner and ING, as each such term is defined in the
definition of "Ownership Group," and any of their successors and
permitted assigns, and such other Persons as shall become parties
to the Series 2000-1 Note Purchase Agreement as Managing Agents.
v. The definition of "Ownership Group" is hereby amended in its
entirety to read as follows:
"Ownership Group" means each of the following groups of Note
Purchasers:
(i) ABN AMRO Bank N.V.("ABN AMRO"), Amsterdam Funding
Corporation, and any other Conduit Purchaser administered by
ABN AMRO or any of ABN AMRO's Affiliates (the "ABN AMRO
Ownership Group").
(ii) Bank One, NA ("Bank One"), Deutsche Bank, AG,
acting through its New York Branch ("Deutsche Bank"), Falcon
Asset Securitization Corporation, and any other Conduit
Purchaser administered by Bank One or any of Bank One's
Affiliates (the "Bank One Ownership Group").
(iii) The Bank of Nova Scotia ("BNS"), Liberty Street
Funding Corp., and any other Conduit Purchaser administered
by BNS or any of BNS's Affiliates (the "BNS Ownership
Group").
(iv) Dresdner Bank AG ("Dresdner"), Beethoven Funding
Corporation, and any other Conduit Purchaser administered by
Dresdner or any of Dresdner's Affiliates (the "Dresdner
Ownership Group").
(v) ING Capital Markets LLC ("ING"), Holland Limited
Securitization, Inc., and any other Conduit Purchaser
administered by ING or any of ING's Affiliates (the "ING
Ownership Group").
(vi) Each Managing Agent and its related Conduit
Purchasers and Committed Purchasers as shall become parties
to the Series 2000-1 Note Purchase Agreement (each an
"Additional Ownership Group").
By way of example and for avoidance of doubt, each of the
ABN AMRO Ownership Group, the Bank One Ownership Group, the BNS
Ownership Group, the Dresdner Ownership Group, the ING Ownership
and any Additional Ownership Group is a separate Ownership Group.
An assignee of a Committed Purchaser shall belong, to the extent
of such assignment, to the same Ownership Group as the assigning
Committed Purchaser. A Committed Purchaser may belong to more
than one Ownership Group at a time.
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b. Section 4A.1 of the Supplement is hereby amended by deleting the
amount "$325,000,000" and substituting in replacement thereof the amount
"$375,000,000".
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 Supplement, nor alter, modify amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
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 Supplement specifically referred to herein, and any references in the
Supplement to the provisions of the 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 Supplement, the Trustee, RCFC, the
Servicers, Noteholders representing more than 50% of the Aggregate Principal
Balance of the Series 2000-1 Notes and the Series 2000-1 Letter of Credit
Provider may enter into an amendment of the 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 hereto 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 ACCRODANCE WITH SUCH LAWS.
8. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties herein 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.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
RENTAL CAR FINANCE CORP.
By:_____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:_____________________________________
Name:
Title:
Acknowledged and Consented to by:
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Master Servicer
By:_____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Treasurer
THRIFTY RENT-A-CAR SYSTEM, INC., as Servicer
By: ____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Treasurer
DOLLAR RENT A CAR SYSTEMS, INC., as Servicer
By:_____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Treasurer
S-1
CREDIT SUISSE FIRST BOSTON, as Enhancement Provider
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
ABN AMRO BANK N.V., in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
BANK ONE, NA, in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By:_____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By:_____________________________________
Name:
Title:
S-2
DRESDNER BANK AG, in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
ING CAPITAL MARKETS LLC, in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By:_____________________________________
Name:
Title:
S-3
