EXHIBIT 4.84
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AMENDMENT NO. 6
TO SERIES 2000-1 SUPPLEMENT
Dated as of December 12, 2002
This AMENDMENT NO. 6 TO SERIES 2000-1 SUPPLEMENT, dated as of December
12, 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, by that certain Amendment No. 4 to Series 2000-1 Supplement, dated as of
August 12, 2002 and by that certain Amendment No. 5 to Series 2000-1 Supplement,
dated as of August 15, 2002 (the "Supplement").
B. 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, the parties hereto hereby agree as follows:
a. All references to "Dollar Rent A Car Systems, Inc." in the
Supplement shall be deemed to be "DTG Operations, Inc.".
b. Effective January 1, 2003, all references to "Thrifty" or
"Thrifty Rent-A-Car System, Inc." in its capacity as a Lessee or a Servicer
shall be deemed to be deleted in their entirety.
c. The definitions "Administrative Agent", "Committed Purchaser",
"Conduit Purchasers", "Dollar", "Eligible Franchisee", "Franchise", "Managing
Agents", "Ownership Group" and "Series 2000-1 Program Enhancement Percentage" in
paragraph (b) of Article 2 of the Supplement are hereby amended in their
entirety to read as follows:
"Administrative Agent" means The Bank of Nova Scotia, and
its successors and assigns.
"Committed Purchaser" means, collectively, ABN, Deutsche
Bank, Dresdner and BNS, as each term is defined in the definition
of "Ownership Group," and any of heir successors and permitted
assigns, and such other purchasers as shall become parties to the
Series 2000-1 Note Purchase Agreement as Committed Purchasers.
"Conduit Purchasers" means, collectively, Liberty Street
Funding Corp., Beethoven Funding Corporation, Amsterdam Funding
Corporation, 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
"Dollar" means DTG Operations, Inc., an Oklahoma
corporation.
"Eligible Franchisee" means a Franchisee (all of whose
rental offices are located in the United States) which meets the
normal credit and other approval criteria for Franchisees of New
Dollar, Thrifty or any Affiliate of DTAG, as applicable, and
which may be an Affiliate of a Lessee.
"Franchisee" means a franchisee of New Dollar, Thrifty or
any Affiliate of DTAG.
"Managing Agents" means, collectively, BNS, Dresdner and
ABN, 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.
"Ownership Group" means each of the following groups of Note
Purchasers:
(i) The Bank of Nova Scotia ("BNS"), Deutsche Bank, AG,
acting through its New York Branch ("Deutsche Bank"), Liberty
Street Funding Corp., and any other Conduit Purchaser
administered by BNS or any of BNS's Affiliates (the "BNS
Ownership Group").
(ii) 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").
(iii) ABN AMRO Bank N.V. ("ABN"), Amsterdam Funding
Corporation, and any other Conduit Purchaser administered by ABN
or any of ABN's Affiliates (the "ABN Ownership Group").
(iv) 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").
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By way of example and for avoidance of doubt, each of the
BNS Ownership Group, the Dresdner Ownership Group, the ABN
Ownership Group 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.
"Series 2000-1 Program Enhancement Percentage" means, with
respect to any date of determination, 14.5%.
d. The following definition is hereby added in paragraph (b) of
Article 2 of the Supplement in proper alphabetical sequence:
"New Dollar" means Dollar Rent A Car, Inc., an Oklahoma corporation.
e. Section 4A.1 of the Supplement is hereby amended by deleting the
amount "$375,000,000" and substituting in replacement thereof the amount
"$250,000,000".
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.
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 REGARDNG CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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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:________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
DEUTSCHE BANK TRUST COMPANY
AMERICAS, formerly known as
Bankers Trust Company, as
Trustee
By:________________________________
Name:
Title:
Acknowledged and Consented to by:
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Master Servicer
By:________________________________
Xxxxxx X. Xxxx
Treasurer
DTG OPERATIONS, INC., formerly known as
DOLLAR RENT A CAR SYSTEMS, INC., as Servicer
By:________________________________
Xxxxxxx X. XxXxxxx
Treasurer
THRIFTY RENT-A-CAR SYSTEM, INC., as Servicer
By:________________________________
Xxxxxx X. Xxxx
Treasurer
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
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:
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:
