AMENDMENT NO. 1 TO SERIES 2010-3 SUPPLEMENT dated as of February 23, 2011 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 2010-3 SUPPLEMENT

 

 

 

AMENDMENT NO. 1

 

 

TO

 

 

SERIES 2010-3 SUPPLEMENT

dated as of February 23, 2011

 

 

between

 

 

RENTAL CAR FINANCE CORP.,

an Oklahoma corporation

 

 

and

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS,

a New York banking corporation,

as Trustee

 

 

 

 

AMENDMENT NO. 1

 

This Amendment No. 1 to Series 2010-3 Supplement dated as of February 23, 2011 (“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 Amended and Restated Base Indenture dated as of February 14, 2007 (the “Base Indenture”);

 

B.           RCFC and the Trustee entered into that certain Series 2010-3 Supplement dated as of October 28, 2010 (the “Series 2010-3 Supplement”); and

 

C.           The Parties wish to amend and supplement the Series 2010-3 Supplement as provided herein pursuant to Section 8.6 thereof.

 

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 2010-3 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 2010-3 Supplement is hereby amended as follows:

 

(a)           By deleting in its entirety the definition of “Servicer Event of Default” referenced in Section 2.1(b) and replacing it with the following:

 

“ “Servicer Event of Default” means (i) a Servicer Financial Covenant Event of Default, (ii) a Servicer Judgment Event of Default, (iii) a Servicer Leverage Ratio Event of Default, (iv) a Servicer Interest Coverage Ratio Event of Default or (v) after a Specified Change in Control Transaction, a breach by a Specified Change in Control Counterparty or any of its affiliates (which may include DTAG) of any Specified Change in Control Counterparty Financial Covenant.”

(b)           By deleting in its entirety the definition of “Servicer Tangible Net Worth Event of Default” referenced in Section 2.1(b) and replacing it with the following in proper alphabetical order:

 

“ “Servicer Interest Coverage Ratio Event of Default” means that, at any time prior to a Specified Change in Control Transaction, the Interest Coverage Ratio of the Master Servicer and its Subsidiaries is less than 2.00 to 1.00 for any period of four consecutive Fiscal Quarters of the Master Servicer.”

 

 

(c)           By deleting in its entirety the definition of “Servicer Unrestricted Cash Event of Default” referenced in Section 2.1(b) and replacing it with the following in proper alphabetical order:

 

“ “Servicer Leverage Ratio Event of Default” means that, at any time prior to a Specified Change in Control Transaction, the Leverage Ratio of the Master Servicer and its Subsidiaries is greater than 2.25 to 1.00.”

(d)           By deleting in its entirety the definition of “Tangible Net Worth” referenced in Section 2.1(b).

 

(e)           By amending Section 2.1(b) to add the following defined terms in their proper alphabetical order:

 

“ “Fiscal Quarter” has the meaning specified in the Credit Agreement as in effect on the Ninth Amendment Effective Date.”

“ “Interest Coverage Ratio” means, for any applicable period, the ratio of (a)

Corporate EBITDA (as defined in the Credit Agreement as in effect on the Ninth Amendment Effective Date) for such period to (b) Corporate Interest Expense (as defined in the Credit Agreement as in effect on the Ninth Amendment Effective Date).”

“ “Leverage Ratio” means, at any time, the ratio of:

(a) Corporate Debt (as defined in the Credit Agreement as in effect on the Ninth Amendment Effective Date) at such time;

to

(b) Corporate EBITDA (as defined in the Credit Agreement as in effect on the Ninth Amendment Effective Date) for the four consecutive Fiscal Quarters ending on the last day of the Fiscal Quarter most recently completed prior to or at such time.”

“ “Ninth Amendment Effective Date” means the date of effectiveness of the Ninth Amendment to Credit Agreement, dated as of February 9, 2011.”

(f)           By renumbering Section 4.7(a)(iv) thereof to be Section 4.7(a)(iii).

 

(g)           By deleting in its entirety clause (i) of paragraph (xxvii) of Section 5.4 of the Base Indenture as set forth in Section 8.7 of the Series 2010-3 Supplement and replacing it with the following:

 

“(i) prior to a Specified Change in Control Transaction, (w) the Leverage Ratio of the Master Servicer and its Subsidiaries as of the related Determination Date, (x) as of the date used for purposes of the determination of such Leverage Ratio, the amount of Corporate Debt and Corporate EBITDA, (y) the Interest Coverage Ratio of the Master Servicer and its Subsidiaries for the most recent period of four consecutive Fiscal Quarters ending prior to the related Determination Date and (z) for purposes of the determination of such Interest Coverage Ratio, the amount of Corporate EBITDA and Corporate Interest Expense for the applicable period, and”

 

 

(h)           By deleting Exhibit D to the Series Supplement in its entirety and replacing such schedule with the Exhibit D attached hereto as Annex I.

 

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 2010-3 Supplement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Series 2010-3 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 2010-3 Supplement specifically referred to h erein and any references in the Series 2010-3 Supplement to the provisions of the Series 2010-3 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 LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.

 

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.

 

[SIGNATURES ON FOLLOWING PAGES]

 

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: __________________________

Name:

Title

TRUSTEE:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, a New York banking corporation

By:       _________________________

Name:  _________________________

Title:    _________________________

By:       _________________________

Name:  _________________________

Title:    _________________________

 

Pursuant to Section 8.6 of the Series 2010-3 Supplement, Dollar Thrifty Automotive Group, Inc. and the undersigned Series 2010-3 Noteholders hereby consent to this Amendment as of the day and year first above written.

 

DOLLAR THRIFTY AUTOMOTIVE GROUP,

INC., a Delaware corporation

By:       _____________________

Name:

Title:

 

 

 

DEUTSCHE BANK AG NEW YORK BRANCH,

as a Series 2010-3 Noteholder

 

By: _________________________

Name:

Title:

By: _________________________

Name:

Title:

 

 

 

THE BANK OF NOVA SCOTIA,  as a Series

2010-3 Noteholder

 

By: _________________________

Name:

Title:

 

 

JPMORGAN CHASE BANK, N.A.,  as a Series

2010-3 Noteholder

 

By: _________________________

Name:

Title:

 

 

 

THE ROYAL BANK OF SCOTLAND PLC, as a

Series 2010-3 Noteholder

 

By:  RBS SECURITIES INC., as agent

 

By: _________________________

Name:

Title:

 

 

EXHIBIT D

 

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

 

RENTAL CAR FINANCE CORP.

 

____________________________________

 

RENTAL CAR ASSET BACKED NOTES

Series 2010-3

____________________________________

 

 

Under Section 5.4 of the Amended and Restated Base Indenture, dated as of February 14, 2007 (hereinafter as such agreement may have been, or may be from time to time, supplemented, amended or otherwise modified, the “Base Indenture”), between Rental Car Finance Corp. (“RCFC”), as issuer, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by that certain Series 2010-3 Supplement thereto, dated as of October 28, 2010 (the “Series 2010-3 Supplement” and, together with the Base Indenture, the “Indenture”), the Master Servicer is required to prepare certain information each month regarding current distributions to the Series 2010-3 Noteholders.  The information which is required to be prepared with respect to the Payment Date of ______________, 20__ (the “Applicable Payment Date”) is set forth below.  Certain of the information is presented on the basis of an original principal amount of $1,000 per Series 2010-3 Note and as a percentage of the outstanding principal balance of the Series 2010-3 Notes as of such date.  Certain other information is presented based on the aggregate amounts for RCFC as a whole.  Capitalized terms used herein have their respective meanings set forth in the Indenture.

 

1.The aggregate amount of Collections processed since the Payment Date prior to the Applicable Payment Date	$__________
2.The aggregate amount of Series 2010-3 Interest Collections processed since the Payment Date prior to the Applicable Payment Date	$__________
3.The aggregate amount of Principal Collections processed during the Related Month immediately preceding the Applicable Payment Date	$__________
4.The Series 2010-3 Accrued Interest Amount for the Applicable Payment Date………………………………………………………….......	$__________
5.The Series 2010-3 Interest Amount for the Applicable Payment Date………………………………………………………….......	$__________

 

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this ____ day of ___________________, 20__.

 

_________________________________

Name:____________________________

Title:_____________________________