exhibit4267.htm

EXHIBIT 4.267

AMENDMENT NO. 2

AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE

AND SERVICING AGREEMENT (GROUP VII),

dated as of June 15, 2012

among

RENTAL CAR FINANCE CORP.,

as Lessor,

DTG OPERATIONS, INC.,

as Lessee and Servicer,

those Permitted Lessees

from time to time

becoming Lessees and Servicers thereunder

and

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,

as Guarantor and Master Servicer

AMENDMENT NO. 2

TO AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP VII)

This Amendment No. 2 to the Group VII Lease (as defined below), dated as of June 15, 2012 (the “Amendment”), by and among Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Permitted Lessees from time to time becoming Lessees and Servicers pursuant to Section 28 of the Group VII Lease (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).

RECITALS:

A. The Parties wish to amend and supplement the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of September 29, 2011 (as amended by Amendment No. 1 thereto dated as of May 18, 2012 and as further amended, amended and restated or otherwise modified and in effect from time to time in accordance with the terms thereof, the “Group VII Lease”), by and among RCFC, as Lessor, DTG Operations, as Lessee and Servicer, each Additional Lessee and DTAG, as Guarantor and Master Servicer as provided herein pursuant to Section 22 thereof;

B. The Master Collateral Agent and the Trustee wish to consent to this Amendment on the terms set forth herein pursuant to Section 22 of the Group VII Lease; and

C. The Series 2010-3 Notes are the sole Group VII Series of Notes Outstanding and the Series 2010-3 Noteholders signatory hereto (the “Consenting Noteholders”) are (i) the Required Noteholders (as defined in the Base Indenture) with respect to the Series 2010-3 Notes and (ii) the Series 2010-3 Required Noteholders (as defined in the Series 2010-3 Supplement). The Consenting Noteholders wish to consent to this Amendment on the terms set forth herein pursuant to Section 22 of the Group VII Lease, Section 8.6 of the Series 2010-3 Supplement and Section 8.04 of the Series 2010-3 Note Purchase Agreement (as defined in the Series 2010-3 Supplement).

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 Group VII Lease.

2. Amendment. The Group VII Lease is hereby amended as follows:

(a) Clause (i) of Section 24.4 is hereby amended and restated as follows:

“(i) Verification of Title. On or prior to the Determination Date occurring in June of each year, beginning with the Determination Date occurring in June 2011, RCFC shall cause a nationally recognized firm of independent certified public accountants to furnish a report to the Trustee, the Master Collateral Agent and the Master Servicer to the effect that they have performed certain agreed upon procedures on a statistical sample of the Certificates of Title of the Group VII Vehicles as of the end of April of such year, designed to provide a ninety-five percent (95%) confidence level confirming that such Vehicles are titled in the name of Rental Car Finance Corp. and the Certificates of Title indicate a first lien in the name of the Master Collateral Agent.”

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 Group VII Lease, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Group VII Lease, 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 Group VII Lease specifically referred to herein and any references in the Group VII Lease to the provisions of the Group VII Lease 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.

[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.

LESSOR:

RENTAL CAR FINANCE CORP.

By:____________________________________

Michael H. McMahon

Assistant Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: H. Clifford Buster

Telephone: (918) 669-2272

Facsimile: (918) 669-2970

LESSEES AND SERVICERS:

DTG OPERATIONS, INC.

By:____________________________________

Michael H. McMahon

Assistant Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: H. Clifford Buster

Telephone: (918) 669-2272

Facsimile: (918) 669-2970

GUARANTOR:

DOLLAR THRIFTY AUTOMOTIVE

GROUP, INC.

By:____________________________________

Michael H. McMahon

Assistant Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: H. Clifford Buster

Telephone: (918) 669-2272

Facsimile: (918) 669-2301

The foregoing Amendment is hereby consented

and accepted as of the date first above written:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee