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EXHIBIT 4.30
[EXECUTION COPY]
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT, dated as of August 3, 2000 (this "Amendment
Agreement"), is made by and among DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a
Delaware corporation (the "Parent"), DOLLAR RENT A CAR SYSTEMS, INC., an
Oklahoma corporation ("Dollar"), THRIFTY RENT-A-CAR SYSTEM, INC., an Oklahoma
corporation ("Thrifty," and, together with Dollar, the "Subsidiary Borrowers";
the Parent and the Subsidiary Borrowers being collectively referred to herein as
the "Borrowers"), the various financial institutions which are identified as
"Continuing Lenders" on the signature pages hereof (collectively, the
"Continuing Lenders"), the various financial institutions which are identified
as "Non-Continuing Lenders" on the signature pages hereof (collectively, the
"Non-Continuing Lenders" and, together with the Continuing Lenders, the
"Existing Lenders"), the various financial institutions which are identified as
"New Lenders" on the signature pages hereof (collectively, the "New Lenders",
and, together with the Continuing Lenders, the "Lenders"), CREDIT SUISSE FIRST
BOSTON ("Credit Suisse First Boston"), as the administrative agent (in such
capacity, the "Administrative Agent") for the Lenders, THE CHASE MANHATTAN BANK
("Chase"), as the syndication agent (in such capacity, the "Syndication Agent")
and, together with the Administrative Agent, the "Agents") for the Lenders and
CREDIT SUISSE FIRST BOSTON and CHASE SECURITIES INC. as the co-arrangers (in
such capacities, the "Arrangers").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Existing Lenders, the Administrative Agent, the
Syndication Agent and the Arrangers are parties to a Credit Agreement, dated as
of December 23, 1997 (as amended and in effect immediately prior to the
Amendment Effective Date, the "Original Credit Agreement", and together with all
of the Loan Documents (as defined therein and in effect immediately prior to the
Amendment Effective Date), the "Original Loan Documents");
WHEREAS, the Borrowers have requested that the Existing Lenders amend and
restate the Original Credit Agreement and certain of the other Original Loan
Documents, all as provided in the Amended and Restated Credit Agreement attached
hereto as Annex I; and
WHEREAS, (a) each Existing Lender desires, concurrently with the Assignment
and Assumption, to sell and assign all of its rights and obligations under the
Original Credit Agreement and each other Original Loan Document to each
Continuing Lender and New Lender and (b) each such Continuing Lender and New
Lender desires to purchase and assume from each such Existing Lender such
portion of such rights and obligations in accordance with the terms hereof; and
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NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment Agreement shall have the following
meanings (such meanings to be equally applicable to the singular and plural
forms thereof):
"Administrative Agent" is defined in the preamble.
"Agents" is defined in the preamble.
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"Amended and Restated Credit Agreement" is defined in Section 2.1.
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"Amendment Agreement" is defined in the preamble.
"Amendment Effective Date" is defined in Section 3.1.
"Arrangers" are defined in the preamble.
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"Borrowers" are defined in the preamble.
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"Chase" are defined in the preamble.
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"Continuing Lenders" is defined in the preamble.
"Credit Suisse First Boston" is defined in the preamble.
"Dollar" is defined in the preamble.
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"Existing Lenders" is defined in the preamble.
"Lenders" is defined in the preamble.
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"New Lenders" is defined in the preamble.
"Non-Continuing Lenders" is defined in the preamble.
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"Original Credit Agreement" is defined in the first recital.
"Original Loan Documents" is defined in the first recital.
"Original Security Documents" is defined in Section 4.5.
"Parent" is defined in the preamble.
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"Subsidiary Borrowers" are defined in the preamble.
"Syndication Agent" are defined in the preamble.
"Thrifty" is defined in the preamble.
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SECTION 1.2. Other Definitions. Unless otherwise defined or the context
otherwise requires, terms used in this Amendment Agreement, including its
preamble and recitals, have the meanings provided in the Amended and Restated
Credit Agreement.
ARTICLE II
AMENDMENT AND RESTATEMENT;
LENDER ASSIGNMENTS AND ASSUMPTIONS
SECTION 2.1. Amendment and Restatement. Effective on (and subject to the
occurrence of) the Amendment Effective Date and immediately following the
assignments and assumptions being effected pursuant to Section 2.2(a), the
Original Credit Agreement (including Exhibits A, D and K and all Schedules
(other than Schedule II) thereto) shall be and is hereby amended and restated to
read in its entirety as set forth in Annex I hereto (as set forth in such Annex
I, the "Amended and Restated Credit Agreement"), and as so amended and restated
is hereby ratified, approved and confirmed in each and every respect. The rights
and obligations of the parties to the Original Credit Agreement with respect to
the period prior to the Amendment Effective Date shall not be affected by such
amendment and restatement.
SECTION 2.2. Lender Assignments and Assumptions.
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(a) Assignments and Assumptions. Effective on (and subject to the
occurrence of) the Amendment Effective Date and immediately prior to the
amendment and restatement of the Original Credit Agreement (including
Exhibits A, D and K and all Schedules (other than Schedule II) thereto)
being effected pursuant to Section 2.1, each Existing Lender hereby
irrevocably sells, transfers, conveys and assigns, without recourse,
representation or warranty (except as expressly set forth herein), to each
Continuing Lender and each New Lender and each such Continuing Lender and
such New Lender hereby irrevocably purchases and assumes from
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such Existing Lender all of the rights and obligations of such Existing
Lender under the Original Credit Agreement and each other Original Loan
Document such that after giving effect to the foregoing assignment and
delegation, each such Continuing Lender's and such New Lender's Percentages
for the purposes of the Original Credit Agreement and each such other Loan
Document (and following the amendment and restatement of the Original
Credit Agreement pursuant to Section 2.1, for the purposes of the Amended
and Restated Credit Agreement and the other Loan Documents) will be as set
forth opposite such Person's name under the column heading "New Percentage"
in Schedule I hereto.
(b) Additional Provisions for Assignments and Assumptions.
---------- ---------- --- ----------- --- -----------
(i) Each New Lender confirms and agrees that in becoming a
Lender and in making its Commitments and Loans under the Original
Credit Agreement (and following the amendment and restatement of
the Original Credit Agreement pursuant to Section 2.1, the
Amended and Restated Credit Agreement), such actions have and
will be made without recourse to, or representation or warranty
by any Agent.
(ii) Each Existing Lender and New Lender represents and
warrants that it is legally authorized to enter into and deliver
this Amendment Agreement and that this Amendment Agreement
constitutes a legal, valid and binding obligation of such Person.
(iii) Each Existing Lender confirms and agrees that it is
the legal and beneficial owner of such rights and obligations
that it is assigning pursuant to Section 2.1(a), free and clear
of any adverse claim created by it. Except as set forth in the
preceding sentence, such Existing Lender makes no representation
or warranty and assumes no responsibility with respect to any
statements, warranties or representations made pursuant to or in
connection with this agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of
the Original Credit Agreement or any other Original Loan Document
or any other instrument or document furnished pursuant hereto or
thereto, including the financial condition of the Parent or any
of its Subsidiaries or the performance or observance by any
Obligor or any Lender of any of its obligations under the
Original Credit Agreement, any other Original Loan Document or
any other instrument or document furnished pursuant hereto or
thereto.
(iv) Each Continuing Lender and each New Lender represents
and warrants and confirms that it has received copies of the most
recent financial statements delivered pursuant to Section 3.7 of
this Amendment Agreement and such other documents and information
as it has deemed appropriate to make its own credit analysis and
decision to enter into this agreement. In addition, each
Continuing Lender and each New Lender, independently and without
reliance upon any Existing Lender, any other Lender or Agent, and
based on such documents and information as it shall deem
appropriate at the time, shall continue to make its own credit
decisions in taking or not taking action under the
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Amended and Restated Credit Agreement, the other Loan Documents
and the other instruments and documents delivered in connection
therewith.
(v) Immediately following all such assignments and
assumptions effected pursuant to Section 2.2(a), each
Non-Continuing Lender shall be released from all of its
obligations under the Original Credit Agreement and the other
Original Loan Documents.
(c) Waiver of Administrative Agent Processing Fee. The Administrative
Agent hereby agrees to waive receipt of the payment of the processing fees
set forth in Section 12.11.1 of the Original Credit Agreement in respect of
the assignments effected under clause (a) above.
ARTICLE III
CONDITIONS TO EFFECTIVENESS
SECTION 3.1. Amendment Effective Date. This Amendment Agreement, and the
amendments, modifications and assignments set forth herein, shall be and become
effective on the date (the "Amendment Effective Date") when each of the
conditions set forth in this Article III shall have been fulfilled to the
satisfaction of the Administrative Agent on or before August 15, 2000.
SECTION 3.2. Resolutions, etc. The Administrative Agent shall have received
from each Borrower and each other Obligor a certificate, dated the Amendment
Effective Date, of the Secretary or Assistant Secretary of such Person as to
(a) resolutions of its Board of Directors then in full force and
effect authorizing the execution, delivery and performance of this
Amendment Agreement, the Amended and Restated Credit Agreement, the Notes
and each other Loan Document to be executed by it;
(b) the incumbency and signatures of those of its officers authorized
to act with respect to this Amendment Agreement, the Amended and Restated
Credit Agreement, the Notes and each other Loan Document executed by it;
and
(c) the full force and validity of each Organic Document of such
Person and true and complete copies thereof,
upon which certificate each Lender, the Issuer and the Administrative Agent may
conclusively rely until it shall have received a further certificate of the
Secretary of such Borrower or such other Obligor canceling or amending such
prior certificate.
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SECTION 3.3. Execution of Counterparts. The Administrative Agent shall have
received counterparts of this Amendment Agreement, duly executed and delivered
on behalf of each of the Borrowers, each Continuing Lender, each Non-Continuing
Lender and each New Lender.
SECTION 3.4. Execution of the Amended and Restated Credit Agreement. The
Administrative Agent shall have received counterparts of the Amended and
Restated Credit Agreement, duly executed and delivered on behalf of each of the
Borrowers and each Lender.
SECTION 3.5. Delivery of Notes. The Administrative Agent shall have
received, for the account of each Lender that requests that its Loans be
evidenced by a Note, its Note duly executed and delivered by the Borrower.
SECTION 3.6. Payment of Loans, Commitment Fees and Letter of Credit Fees
under the Original Credit Agreement. All Loans (as defined in the Original
Credit Agreement), if any, shall have been prepaid in full in cash to the
Administrative Agent for the pro rata account of, and to the extent received,
shall have paid to, each Existing Lender, together with any interest thereon and
all other amounts accrued but unpaid under the Original Credit Agreement
(including commitment fees and letter of credit fees due under Section 3.3)
(whether or not due on the Amendment Effective Date).
SECTION 3.7. Delivery of Financial Statements; Business Plan; Projections.
-------- -- --------- ----------- -------- ----- ------------
The Administrative Agent shall have received
(a) audited consolidated financial statements for each of the three
Fiscal Years in the three-Fiscal-Year period ending December 31, 1999 of
each of (i) the Parent and its Subsidiaries, (ii) Dollar and its
Subsidiaries and (iii) Thrifty and its Subsidiaries;
(b) unaudited interim consolidated financial statements for the Fiscal
Quarter period ending March 31, 2000 of each of the Parent and its
Subsidiaries;
(c) a business plan for the 2000 through 2005 Fiscal Years for the
Parent and its Subsidiaries in form and scope reasonably satisfactory to
the Administrative Agent; and
(d) financial projections for the period from January 1, 2000 to the
Stated Maturity Date for the Parent and its Subsidiaries in form and scope
reasonably satisfactory to the Administrative Agent.
SECTION 3.8. Consents, etc. All governmental and third party approvals and
consents necessary in connection with the amendment and restatement of the
Original Credit Agreement in the form of Annex I hereto and the other
transactions contemplated hereby and by the Amended and Restated Credit
Agreement (including the execution and delivery of this Amendment Agreement, the
Amended and Restated Credit Agreement and each other Loan
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Document by each Obligor or party hereto and thereto and their performance of
their respective Obligations hereunder and thereunder) and continuing operations
of the Parent and its Subsidiaries (after giving effect to the amendment and
restatement of the Original Credit Agreement in the form of Annex I hereto and
the other transactions contemplated hereby and by the Amended and Restated
Credit Agreement) shall have been obtained and be in full force and effect (and,
to the extent requested by the Administrative Agent, the Administrative Agent
shall have received true and correct copies of such approvals and consents) and
all applicable waiting periods shall have expired without any action being taken
or threatened by any competent authority which would restrain, prevent or
otherwise impose adverse conditions on any aspect of the amendment and
restatement of the Original Credit Agreement in the form of Annex I hereto and
the other transactions contemplated hereby and by the Amended and Restated
Credit Agreement.
SECTION 3.9. Amendment Effective Date Certificate. The Administrative Agent
shall have received, with counterparts for each Lender, the Amendment Effective
Date Certificate, dated the date of the Amendment Effective Date and duly
executed and delivered by an Authorized Officer of each Borrower, in which
certificate such Borrower shall agree and acknowledge that the statements made
therein shall be deemed to be true and correct representations and warranties of
such Borrower made as of such date, and, at the time such certificate is
delivered, such statements shall in fact be true and correct. All documents and
agreements required to be appended to the Amendment Effective Date Certificate
shall be in form and substance reasonably satisfactory to the Administrative
Agent.
SECTION 3.10. No Material Adverse Change. There shall not have occurred a
material adverse change in the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Parent and
its Subsidiaries, taken as a whole, since December 31, 1999.
SECTION 3.11. Mortgages. The Administrative Agent shall have received
counterparts of an amendment, in form and substance satisfactory to the
Administrative Agent and dated as of the Amendment Effective Date, to each
existing Mortgage, duly executed by the applicable Borrower or Subsidiary having
rights in the property described in such Mortgage, together with
(a) evidence of the completion (or satisfactory arrangements for the
completion) of all recordings and filings of each such amendment as may be
necessary or, in the reasonable opinion of the Administrative Agent,
desirable to continue a valid, perfected first priority Lien against the
land and improvements purported to be covered thereby;
(b) endorsements to mortgagee's title insurance policies in favor of
the Administrative Agent and the Lenders issued by insurers reasonably
satisfactory to the Administrative Agent, in amounts and in form and
substance reasonably satisfactory to the Administrative Agent, with respect
to each Existing Material Property purported to be covered by each such
Mortgage, insuring that title to such property is marketable and that
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the interests created by the Mortgage continue to constitute valid first
Liens thereon free and clear of all defects and encumbrances other than as
approved by the Administrative Agent and shall be accompanied by evidence
of the payment in full of all additional premiums, if any, thereon; and
(c) such other certifications (including flood hazard certifications),
certificates (including insurance certificates), approvals, opinions or
documents as the Administrative Agent may reasonably request.
SECTION 3.12. Acknowledgment of Obligors. The Administrative Agent shall
have received, with counterparts for each Lender, an affirmation and
acknowledgment, substantially in the form of Annex II, dated as of the Amendment
Effective Date, from each Obligor not otherwise a party to this Amendment
Agreement affirming its obligations under the Loan Documents to which it is a
party and acknowledging the amendment and restatement of the Original Credit
Agreement in the form of Annex I hereto and the other transactions contemplated
hereby and by the Amended and Restated Credit Agreement, which affirmation and
acknowledgment shall have been duly executed and delivered by an Authorized
Officer of each such Obligor.
SECTION 3.13. Opinions of Counsel. The Administrative Agent shall have
received opinions, dated the Amendment Effective Date and addressed to the
Agents, the Issuer and the Lenders, from (a) Debevoise & Plimpton, New York
counsel for the Obligors and Chrysler, in form and substance reasonably
satisfactory to the Administrative Agent and (b) Hall, Estill, Hardwick, Gable,
Golden & Nelson, Oklahoma counsel for the Obligors, in form and substance
reasonably satisfactory to the Administrative Agent.
SECTION 3.14. Fees, Expenses, etc. (a) The Administrative Agent shall have
received for its own account all fees, costs and expenses due and payable
pursuant to Sections 3.3 and 12.3 of the Amended and Restated Credit Agreement,
to the extent then invoiced.
(b) The Administrative Agent shall have received for the account of,
and to the extent received, shall have paid to, each Lender an amendment
fee and an upfront fee in the amounts respectively set forth under the
column headings "Amendment Fee" and "Upfront Fee" opposite such Lender's
name on Schedule I hereto.
SECTION 3.15. Satisfactory Legal Form. All documents executed or submitted
pursuant hereto by or on behalf of any Borrower or any of their respective
Subsidiaries or any other Obligor shall be satisfactory in form and substance to
the Administrative Agent and its counsel; and the Administrative Agent and such
counsel shall have received all information, approvals, opinions, documents or
instruments as the Administrative Agent or such counsel may reasonably request.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
In order to induce the Existing Lenders, the New Lenders, the Issuer and
the Agents to enter into this Amendment Agreement and to amend and restate the
Original Credit Agreement (including all exhibits and schedules thereto) to read
in its entirety as set forth in Annex I hereto, each of the Borrowers represents
and warrants unto each Agent, the Issuer, each New Lender and each Existing
Lender as set forth in this Article IV.
SECTION 4.1. Compliance with Representations and Warranties. The
representations and warranties set forth herein, in Article VII of the Amended
and Restated Credit Agreement and in each other Loan Document delivered in
connection with this Amendment Agreement, the Amended and Restated Credit
Agreement or the Original Credit Agreement are true and correct with the same
effect as if made on and as of the Amendment Effective Date (unless stated to
relate solely to an earlier date, in which case such representations and
warranties shall be true and correct as of such earlier date).
SECTION 4.2. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by each Borrower of this Amendment Agreement, the
Amended and Restated Credit Agreement, the Notes and each other Loan Document
executed or to be executed by it, and the execution, delivery and performance by
each other Obligor of each Loan Document executed or to be executed by it and
each such Borrower's and each such other Obligor's participation in the
amendment and restatement of the Original Credit Agreement in the form of Annex
I hereto and the other transactions contemplated hereby and by the Amended and
Restated Credit Agreement are within each such Borrower's and each such
Obligor's corporate powers, have been duly authorized by all necessary corporate
action, and do not
(a) contravene such Borrower's or such other Obligor's Organic
Documents;
(b) contravene any material contractual restriction, law or
governmental regulation or court decree or order binding on or affecting
such Borrower or such other Obligor; or
(c) result in, or require the creation or imposition of, any Lien
(other than the Liens created under the Loan Documents in favor of the
Administrative Agent for the benefit of the Secured Parties and the Liens
created under the Chrysler Credit Support Documents for the benefit of
Chrysler) on any of such Borrower or such other Obligor's properties.
SECTION 4.3. Government Approval, Regulation, etc. Other than those
authorizations, approvals or other actions by, and notices to or filings with,
any governmental authority or regulatory body, if any, which have been duly
obtained or made and are in full force and effect,
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no additional authorization or approval or other action by, and no additional
notice to or filing with, any governmental authority or regulatory body or other
Person is required for the due execution, delivery or performance by any
Borrower or any other Obligor of this Amendment Agreement, the Amended and
Restated Credit Agreement, the Notes or any other Loan Document to which it is a
party, or, except to the extent such failure to so obtain or make such
authorizations, approvals or other actions could not reasonably be expected to
have an adverse effect on the interests of the Lenders hereunder and under the
Amended and Restated Credit Agreement and the other Loan Documents or a material
adverse effect on the business, property, operations, assets, liabilities,
condition (financial or otherwise) or prospects of the Parent and its
Subsidiaries, taken as a whole, for such Borrower's and each such other
Obligor's participation in the amendment and restatement of the Original Credit
Agreement in the form of Annex I hereto and the other transactions contemplated
hereby and by Amended and Restated Credit Agreement and the other Loan
Documents. No Borrower nor any of its Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.
SECTION 4.4. Validity, etc. This Amendment Agreement constitutes, and the
Amended and Restated Credit Agreement, the Notes and each other Loan Document
executed by each Borrower will, on the due execution and delivery thereof,
constitute, the legal, valid and binding obligations of such Borrower,
enforceable against such Borrower in accordance with their respective terms; and
each Loan Document executed pursuant hereto by each other Obligor will, on the
due execution and delivery thereof by such Obligor, be the legal, valid and
binding obligation of such Obligor, enforceable in accordance with its terms.
SECTION 4.5. Non-Impairment, etc. After giving effect to this Amendment
Agreement, neither the modification and restatement of the Original Credit
Agreement or any other Original Loan Document effected pursuant to this
Amendment Agreement nor the execution, delivery, performance or effectiveness of
this Amendment Agreement, the Amended and Restated Credit Agreement or any other
Loan Document impairs the validity, effectiveness or priority of the Liens
granted pursuant to the Pledge Agreement and the Security Agreement (as such
terms are defined in the Original Credit Agreement and as in effect immediately
prior to the Amendment Effective Date, the "Original Security Documents"), and
such Liens continue unimpaired with the same priority to secure repayment of all
Obligations, whether heretofore or hereafter incurred. Neither the modification
and restatement of the Original Credit Agreement or the other Original Loan
Documents effected pursuant to this Amendment Agreement nor the execution,
delivery, performance or effectiveness of this Amendment Agreement, the Amended
and Restated Credit Agreement or any other Loan Document requires that any new
filings be made or other action taken to perfect or to maintain the perfection
of such Liens. Under the foregoing circumstances, the position of the Lenders
with respect to such Liens, the Collateral (as defined in the Original Security
Documents) in which a security interest was granted pursuant to the Original
Security Documents, and the ability of the Administrative Agent to realize upon
such Liens pursuant to
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the terms of the Security Agreement and the Pledge Agreement have not been
adversely affected in any material respect by the modification and restatement
of the Original Credit Agreement or the other Original Loan Documents effected
pursuant to this Amendment Agreement or by the execution, delivery, performance
or effectiveness of this Amendment Agreement, the Amended and Restated Credit
Agreement or any other Loan Document.
SECTION 4.6. Compliance With Original Credit Agreement. As of the execution
and delivery of this Amendment Agreement and up to the Amendment Effective Date,
each Obligor is in compliance in all material respects with all the terms and
conditions of the Original Credit Agreement and the other Original Loan
Documents to be observed or performed by it, and no Default has occurred and is
continuing.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.1. No Other Amendments; References to the Credit Agreement. Other
than as specifically provided herein or in the amendment of terms and conditions
of the Original Credit Agreement that are specifically reflected in the Amended
and Restated Credit Agreement, this Amendment Agreement shall not operate as a
waiver or amendment of any right, power or privilege of any Existing Lender
under the Original Credit Agreement or any other Original Loan Document or of
any other term or condition of the Original Credit Agreement or any other
Original Loan Document nor shall the entering into of this Amendment Agreement
preclude the Lenders from refusing to enter into any further waivers or
amendments with respect to the Amended and Restated Credit Agreement. All
references to the Original Credit Agreement in any document, instrument,
agreement, or writing shall from and after the Amendment Effective Date be
deemed to refer to the Amended and Restated Credit Agreement, and, as used in
the Amended and Restated Credit Agreement, the terms "Agreement", "herein",
"hereunder", "hereto", and words of similar import shall mean, from and after
the Amendment Effective Date, the Amended and Restated Credit Agreement.
SECTION 5.2. Amendments to Existing Enhancement Letters of Credit and
Enhancement Letter of Credit Applications and Agreements. Each Lender hereby
agrees that the Administrative Agent, the Issuer, the Borrowers and, to the
extent applicable, the beneficiary of each Enhancement Letter of Credit may
amend or otherwise modify (a) any existing Enhancement Letter of Credit to
extend the Stated Expiry Date thereof to a date (such date as it relates to such
Enhancement Letter of Credit, the "Extended Stated Expiry Date") that is no
later than the earlier of (i) three years from the date of such extension, and
(ii) the Commitment Termination Date in effect at the time of such extension;
and (b) any existing Enhancement Letter of Credit Application and Agreement to
reduce the notice periods for extensions relating to Enhancement Letter of
Credit issued in connection therewith to periods consistent with those relating
to increases to the Stated Amount of outstanding Enhancement Letters of Credit
as set
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forth in the second proviso to the first sentence of Section 4.1 of the Amended
and Restated Credit Agreement.
SECTION 5.3. Headings. The various headings of this Amendment Agreement are
---------
inserted for convenience only and shall not affect the meaning or interpretation
of this or any other provisions hereof.
SECTION 5.4. Governing Law. THIS AMENDMENT AGREEMENT, THE AMENDED AND
RESTATED CREDIT AGREEMENT, THE NOTES AND EACH OTHER LOAN DOCUMENT SHALL EACH BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
SECTION 5.5. Counterparts. This Amendment Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
SECTION 5.6. Cross-References. References in this Amendment Agreement to
any Article or Section are, unless otherwise specified or otherwise required by
the context, to such Article or Section of this Amendment Agreement.
SECTION 5.7. Successors and Assigns. This Amendment Agreement shall be
---------- --- --------
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
[REMAINDER OF PAGE INTENTIONALLY OMITTED]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be executed by their respective duly authorized officers as of the day and
year first above written.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:
--------------------------------------------------
Name:
Title:
Address: 5330 East 31st Street
Tulsa, OK 74135
Facsimile No.: (918) 669-2301
Attention: Pamela S. Peck
DOLLAR RENT A CAR SYSTEMS, INC.
By:
--------------------------------------------------
Name:
Title:
Address: 5330 East 31st Street
Tulsa, OK 74135
Facsimile No.: (918) 669-3046
Attention: Vicki J. Vaniman
S-1
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THRIFTY RENT-A-CAR SYSTEM, INC.
By:
--------------------------------------------------
Name:
Title:
Address: 5310 East 31st Street
Tulsa, OK 74135
Facsimile No.: (918) 669-2596
Attention: Randall J. Holder
CREDIT SUISSE FIRST BOSTON, as the
Administrative Agent and as an Arranger
By:
--------------------------------------------------
Name:
Title:
By:
--------------------------------------------------
Name:
Title:
Address: Eleven Madison Avenue
13th Floor
New York, NY 10010-3629
Facsimile No.: (212) 325-8304
Attention: Andrea Chicas
S-2
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CREDIT SUISSE FIRST BOSTON, as
Issuer
By:
--------------------------------------------------
Name:
Title:
By:
--------------------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
the Syndication Agent
By:
--------------------------------------------------
Name:
Title:
Address:
Facsimile No.:
Attention:
CHASE SECURITIES INC., as
an Arranger
By:
--------------------------------------------------
Name:
Title:
Address:
Facsimile No.:
Attention:
S-3
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CONTINUING LENDERS:
------------------
CREDIT SUISSE FIRST BOSTON
By:
--------------------------------------------------
Name:
Title:
By:
--------------------------------------------------
Name:
Title:
S-4
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THE CHASE MANHATTAN BANK
By:
--------------------------------------------------
Name:
Title:
S-5
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BANK OF OKLAHOMA, NATIONAL
ASSOCIATION
By:
--------------------------------------------------
Name:
Title:
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6
<PAGE>
MIDFIRST BANK
By:
--------------------------------------------------
Name:
Title:
S-7
7
<PAGE>
TEXTRON FINANCIAL CORPORATION
By:
--------------------------------------------------
Name:
Title:
S-8
8
<PAGE>
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By:
--------------------------------------------------
Name:
Title:
S-9
9
<PAGE>
LOCAL OKLAHOMA BANK
By:
--------------------------------------------------
Name:
Title:
S-10
10
<PAGE>
BANK OF TOKYO - MITSUBISHI
TRUST COMPANY
By:
--------------------------------------------------
Name:
Title:
S-11
11
<PAGE>
ARVEST STATE BANK
By:
--------------------------------------------------
Name:
Title:
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12
<PAGE>
NON-CONTINUING LENDERS:
----------------------
BANK OF HAWAII
By:
--------------------------------------------------
Name:
Title:
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<PAGE>
BANK POLSKA KASA OPIEKE S.A. -
PEKAO S.A. GROUP, NEW YORK
BRANCH
By:
--------------------------------------------------
Name:
Title:
S-14
14
<PAGE>
THE FUJI BANK, LIMITED
By:
--------------------------------------------------
Name:
Title:
S-15
15
<PAGE>
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By:
--------------------------------------------------
Name:
Title:
S-16
16
<PAGE>
SOUTHERN PACIFIC BANK
By:
--------------------------------------------------
Name:
Title:
S-17
17
<PAGE>
ASSIGNEE LENDERS:
----------------
THE BANK OF NOVA SCOTIA
By:
--------------------------------------------------
Name:
Title:
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<PAGE>
DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN
ISLANDS BRANCH
By:
--------------------------------------------------
Name:
Title:
By:
--------------------------------------------------
Name:
Title:
S-19
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<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
PERCENTAGES AND FEES
Name of Institution Existing Percentage New Percentage Amendment Fee Upfront Fee
------------------- ------------------- -------------- ------------- -----------
<S> <C> <C> <C> <C>
Credit Suisse First Boston 15.3488372093% 16.7441860465% $ 41,250.00 $ 7,500.00
Chase Manhattan Bank 15.8139534884% 15.8139534884% 42,500.00 0.00
Bank of Oklahoma 11.6279069767% 11.6279069767% 31,250.00 0.00
Deutsche Bank AG 0.0000000000% 11.6279069767% 0.00 62,500.00
Bank of Tokyo-Mitsubishi 4.6511627907% 9.3023255814% 12,500.00 20,000.00
Dresdner Bank 6.9767441860% 6.9767441860% 18,750.00 0.00
Local Oklahoma Bank 6.9767441860% 6.9767441860% 18,750.00 0.00
Midfirst Bank 4.6511627907% 6.9767441860% 12,500.00 7,500.00
Bank of Nova Scotia 0.0000000000% 4.6511627907% 0.00 15,000.00
Arvest State Bank 3.7209302326% 4.6511627907% 10,000.00 3,000.00
Textron Financial Corp. 2.3255813953% 4.6511627907% 6,250.00 7,500.00
Bank of Hawaii 6.9767441860% 0.0000000000% 0.00 0.00
Bank Polska Kasa 2.3255813953% 0.0000000000% 0.00 0.00
Fuji Bank 9.3023255814% 0.0000000000% 0.00 0.00
</TABLE>
S-20
20
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Morgan Guaranty Trust Co. 4.6511627907% 0.0000000000% 0.00 0.00
Southern Pacific Bank 4.6511627907% 0.0000000000% 0.00 0.00
TOTAL 100.0000000000% 100.0000000000% 193,750.00 $123,000.00
</TABLE>
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<PAGE>
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