AMENDMENT NO. 2 TO SERIES 2011-2 SUPPLEMENT dated as of February 23, 2012 between RENTAL CAR FINANCE CORP., an Oklahoma corporation and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee AMENDMENT NO. 2 TO SERIES 2011-2 SUPPLEMENT

A.           RCFC, as Issuer, and the Trustee entered into that certain Amended and Restated Base Indenture dated as of February 14, 2007 (the “Base Indenture”);

B.           RCFC and the Trustee entered into that certain Series 2011-2 Supplement dated as of October 26, 2011 (the “Series 2011-2 Supplement”);

C.           RCFC and the Trustee entered into that certain Amendment No. 1 to Series 2011-2 Supplement dated as of February 16, 2012 (“Amendment No. 1”); and

D.           The Parties wish to amend and supplement the Series 2011-2 Supplement as provided herein pursuant to Section 8.7(a) thereof and Section 11.1 of the Base Indenture.

1. Definitions.  Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Series 2011-2 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. Amendment.  The Series 2011-2 Supplement is hereby amended as follows:

(a) Section 4.16(a)(ii)(B) is hereby amended by deleting the words “if the short-term debt credit ratings with respect to such substitute credit enhancement, if applicable, are less than “P-1” or the equivalent from Moody’s and, if rated by DBRS, the equivalent rating from DBRS” and replacing them with “if the short-term debt credit ratings with respect to such substitute credit enhancement, if applicable, are less than “P-1” or the equivalent from Moody’s or, if rated by DBRS, the equivalent rating from DBRS”; and

(b) The first sentence of Section 4.16(b) is hereby amended by deleting the words “the short-term debt credit rating of the Series 2011-2 Letter of Credit Provider has fallen below “P-1” from Moody’s and, if rated by DBRS, the equivalent rating from DBRS” and replacing them with “the short-term debt credit rating of the Series 2011-2 Letter of Credit Provider has fallen below “P-1” from Moody’s or, if rated by DBRS, the equivalent rating from DBRS”.

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 2011-2 Supplement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Series 2011-2 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 2011-2 Supplement specifically referred to herein and any references in the Series 2011-2 Supplement to the provisions of the Series 2011-2 Supplement specifically referred to herein shall be to such provisions as amended by this Amendment.

4. Binding Effect.  This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5. 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.

6. 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.

7. Conditions Precedent.  This Amendment shall become effective as of the date upon which the following condition precedent shall be satisfied (the “Effective Date”):

execution and delivery of this Amendment by the parties hereto, with the executed consent of (i) Bank of America, N.A., as Series 2011-2 Letter of Credit Provider, (ii) Dollar Thrifty Automotive Group, Inc. and (iii) Wells Fargo Bank, N.A., as the sole Series 2011-2 Noteholder.