Exhibit 4.77
------------
AMENDMENT NO. 1
TO
SERIES 2002-1 SUPPLEMENT
dated as of August 12, 2002
between
RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
a New York banking corporation,
as Trustee
AMENDMENT NO. 1
TO SERIES 2002-1 SUPPLEMENT
---------------------------
This Amendment No. 1 to Series 2002-1 Supplement dated as of August 12,
2002 ("Amendment"), between Rental Car Finance Corp., an Oklahoma corporation
("RCFC"), and Deutsche Bank Trust Company Americas, a New York banking
corporation, as Trustee (the "Trustee") (RCFC and the Trustee 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 2002-1
Supplement dated as June 4, 2002 (the "Series 2002-1 Supplement"); and
C. The Parties wish to amend and supplement 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 and
supplemented as follows:
(a) The definition of "Eligible Manufacturer" in Section 2.1(b)
is hereby amended by adding the word "General Motors" between the words
"DaimlerChrysler" and "Ford" in the second line thereof as a manufacturer of
Program Vehicles.
(b) Schedule 1 referenced in the definition of "Maximum
Manufacturer Percentage" in Section 2.1(b) is amended, restated, replaced and
superseded by the Schedule 1 attached hereto as Exhibit A.
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.
1
4. Applicable Provisions.
(a) Pursuant to Section 8.7(b) of the Series 2002-1 Supplement,
the Series 2002-1 Supplement may be amended or modified without the consent of
any Series 2002-1 Noteholder but with the consent of RCFC, DTAG, the Trustee and
the Series 2002-1 Insurer and written confirmation of the then current ratings
of the Series 2002-1 Notes from the Rating Agencies to amend the definition of
"Maximum Manufacturer Percentage" and to make changes related thereto.
(b) Pursuant to Section 11.1(b) of the Base Indenture, the
Series 2002-1 Supplement may be amended or modified without the consent of any
Noteholder but with the consent of the Rating Agencies, RCFC, DTAG, the Trustee
and any applicable Enhancement Provider to amend the definition of "Eligible
Manufacturer" and to make changes related thereto.
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.
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]
2
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: ___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
TRUSTEE:
-------
DEUTSCHE BANK TRUST COMPANY
AMERICAS, a New York banking
corporation
By: ____________________________________
Name: ______________________________
Title: _____________________________
Pursuant to Section 8.7(b) of the Series 2002-1 Supplement and Section
11.1(b) of the Base Indenture, Dollar Thrifty Automotive Group, Inc. and Ambac
Assurance Corporation hereby consent to the foregoing Amendment as of the day
and year first above written.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
a Delaware corporation
By: ____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Treasurer
AMBAC ASSURANCE CORPORATION, a
Wisconsin-domiciled stock insurance
corporation
By: ____________________________________
Name: ______________________________
Title: _____________________________
3
Pursuant to Section 11.1(b) of the Base Indenture, Credit Suisse First
Boston hereby consents to the foregoing Amendment as of the day and year first
above written.
CREDIT SUISSE FIRST BOSTON, as an
Enhancement Provider
By: ____________________________________
Name: ______________________________
Title: _____________________________
By: ____________________________________
Name: ______________________________
Title: _____________________________
4
EXHIBIT A
---------
SCHEDULE 1
Schedule of Maximum Manufacturer Percentages of Group III Vehicles
------------------------------------------------------------------
Maximum Maximum
Eligible Manufacturer Program Percentage* Non-Program Percentage*
--------------------- ------------------- -----------------------
DaimlerChrysler 100% (1)
Ford 100% (1)
Toyota 100% (1)
General Motors 100% (1)
Honda 0% (1)
Nissan 0% (1)
Volkswagen 0% (1)
Mazda 0% Up to 25% (2)
Subaru 0% Up to 15% (2) (3) (5)
Suzuki 0% Up to 15% (2) (3) (5)
Mitsubishi 0% Up to 15% (2) (3) (5)
Isuzu 0% Up to 15% (2) (3) (5)
Kia 0% Up to 5% (2) (4) (5)
Hyundai 0% Up to 3% (2) (4) (5)
Daewoo 0% Up to 3% (2) (4) (5)
-------------------
(1) The combined percentage of Group III Vehicles which are Non-Program
Vehicles manufactured by DaimlerChrysler, Ford, Toyota, General Motors,
Honda, Nissan, and Volkswagen shall not exceed the following percentages:
(a) if the average of the Measurement Month Averages for any three
Measurement Months during the twelve month period preceding any date of
determination shall be less than eighty-five percent (85%), 0% or such
other percentage amount agreed upon by the Lessor and each of the Lessees,
subject to Rating Agency confirmation, which percentage amount represents
the maximum percentage of the Aggregate Asset Amount which is permitted
under the Master Lease to be invested in Non-Program Vehicles; and (b) at
all other times, for the twelve (12) month period ending on the last
Business Day of the most recently completed calendar month preceding the
date of determination thereof, thirty-five percent (35%) and, for the three
(3) month period ending on the last Business Day of the most recently
completed calendar month preceding the date of determination thereof, forty
percent (40%).
(2) The combined percentage of Group III Vehicles which are Non-Program
Vehicles manufactured by Mazda, Subaru, Suzuki, Mitsubishi, Isuzu, Kia,
Hyundai or Daewoo shall not exceed 40% in the aggregate.
(3) The combined percentage of Group III Vehicles which are Non-Program
Vehicles manufactured by Subaru, Suzuki, Mitsubishi or Isuzu shall not
exceed 15% in the aggregate.
(4) The combined percentage of Group III Vehicles which are Non-Program
Vehicles manufactured by Kia, Hyundai or Daewoo shall not exceed 7% in the
aggregate.
(5) The combined percentage of Group III Vehicles which are Non-Program
Vehicles manufactured by Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai or
Daewoo shall not exceed 20% in the aggregate.
* As a percentage of Group III Collateral.
