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EXHIBIT 4.28
SUPPLEMENT NO. 5
TO
SERIES 1998-1 SUPPLEMENT
dated as of July 17, 2000
among
RENTAL CAR FINANCE CORP.,
DOLLAR RENT A CAR SYSTEMS, INC.,
THRIFTY RENT-A-CAR SYSTEM, INC.,
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
BANKERS TRUST COMPANY,
as Trustee and Enhancement Agent
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
as the Series 1998-1 Letter of Credit Provider
and
DOLLAR THRIFTY FUNDING CORP.,
as the sole Series 1998-1 Noteholder
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SUPPLEMENT NO. 5
TO SERIES 1998-1 SUPPLEMENT
This Supplement No. 5 to Series 1998-1 Supplement dated as of July 17, 2000
("Supplement No. 5"), among Rental Car Finance Corp., an Oklahoma corporation
("RCFC"), Dollar Rent A Car Systems, Inc., an Oklahoma corporation ("Dollar"),
Thrifty Rent-A-Car System, Inc., an Oklahoma corporation ("Thrifty"), Dollar
Thrifty Automotive Group, Inc., a Delaware corporation ("DTAG"), Bankers Trust
Company, a New York banking corporation, as Trustee and Enhancement Agent (the
"Trustee"), Credit Suisse First Boston, New York Branch, as the Series 1998-1
Letter of Credit Provider ("CSFB"), and Dollar Thrifty Funding Corp., an
Oklahoma corporation, as the sole Series 1998-1 Noteholder ("DTFC")(RCFC,
Dollar, Thrifty, DTAG, the Trustee, CSFB and DTFC 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 1998-1 Supplement
dated as of March 4, 1998, as subsequently (i) amended by Amendment No. 1 to
Series 1998-1 Supplement dated as of March 4, 1999, (ii) supplemented by
Supplement No. 1 to Series 1998-1 Supplement dated as of March 4, 1999, (iii)
supplemented by Supplement No. 2 to Series 1998-1 Supplement dated as of March
4, 1999, (iv) supplemented by Supplement No. 3 to Series 1998-1 Supplement dated
as of October 20, 1999, and (v) supplemented by Supplement No. 4 to Series
1998-1 Supplement dated as of February 18, 2000 (as amended to the date hereof,
the "Series 1998-1 Supplement"; the Base Indenture and any Supplement thereto,
including the Series 1998-1 Supplement are collectively referred to herein as
the "Indenture"); and
C. The Parties wish to amend the Series 1998-1 Supplement as provided
herein.
NOW THEREFORE, the Parties hereto agree as follows:
1. Definitions. Capitalized terms used in this Supplement No. 5 not herein
defined shall have the meaning contained in the Series 1998-1 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 definition of Series 1998-1 Controlled Amortization
Period contained in Section 2(b) of the Series 1998-1 Supplement is hereby
amended by deleting the reference to "May 31, 2000" and replacing it with
"August 31, 2000".
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3. Acknowledgment. The Parties hereto hereby acknowledge and agree that
upon the effectiveness of this Supplement No. 5, no Series 1998-1 Controlled
Amortization Period shall be deemed to have ever occurred.
4. Effect of Supplement. Except as expressly set forth herein, this
Supplement No. 5 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 1998-1 Supplement, nor alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Series 1998-1 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 Supplement No. 5 shall apply and be effective only
with respect to the provisions of the Series 1998- 1 Supplement specifically
referred to herein and any references in the Series 1998-1 Supplement to the
provisions of the Series 1998-1 Supplement specifically referred to herein shall
be to such provisions as amended by this Supplement No. 5.
5. Applicable Provisions. Pursuant to Section 11.2 of the Base Indenture
and Section 8.6 of the Series 1998-1 Supplement, the Trustee, RCFC, the
Servicers, the Required Noteholders with respect to the Series 1998-1 Notes and
the Series 1998-1 Letter of Credit Provider may enter into a supplement to the
Indenture for the purpose of amending any provisions of the Series 1998-1
Supplement provided that the Rating Agencies shall confirm that such supplement
will not result in the reduction or withdrawal of their ratings applicable to
the Commercial Paper Notes and, as evidenced by an Opinion of Counsel, such
supplement affects only the Series 1998-1 Noteholders.
6. 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 Supplement No. 5.
7. Binding Effect. This Supplement No. 5 shall be binding upon and inure to
the benefit of the Parties and their respective successors and assigns.
8. GOVERNING LAW. THIS SUPPLEMENT NO. 5 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.
9. Counterparts. This Supplement No. 5 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.
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IN WITNESS WHEREOF, the Parties have caused this Supplement No. 5 to be
duly executed and delivered as of the day and year first above written.
RCFC:
RENTAL CAR FINANCE CORP.,
an Oklahoma corporation
By: _____________________________________________
Pamela S. Peck
Vice President
TRUSTEE:
BANKERS TRUST COMPANY, a New York banking
corporation, as Trustee and Enhancement Agent
By: _____________________________________________
Name: __________________________________
Title: _________________________________
SERVICERS:
DOLLAR RENT A CAR SYSTEMS, INC.,
an Oklahoma corporation
By: _____________________________________________
Michael H. McMahon
Treasurer
THRIFTY RENT-A-CAR SYSTEM, INC.,
an Oklahoma corporation
By: _____________________________________________
Pamela S. Peck
Treasurer
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
a Delaware corporation
By: _____________________________________________
Pamela S. Peck
Treasurer
SERIES 1998-1 LETTER OF CREDIT PROVIDER:
CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH, a Swiss banking corporation
By: _____________________________________________
Name: __________________________________
Title: _________________________________
By: _____________________________________________
Name: __________________________________
Title: _________________________________
SOLE SERIES 1998-1 NOTEHOLDER:
DOLLAR THRIFTY FUNDING CORP.,
an Oklahoma corporation
By: _____________________________________________
Pamela S. Peck
Vice President
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