Exhibit 4.66
------------
AMENDED AND RESTATED
COLLATERAL ASSIGNMENT OF EXCHANGE AGREEMENT
This Amended And Restated Collateral Assignment of Exchange Agreement (the
"Assignment") is made and entered into as of April 16, 2002 by and among Rental
Car Finance Corp., a special purpose Oklahoma corporation ("RCFC"), Dollar Rent
A Car Systems, Inc., an Oklahoma corporation ("Dollar"), Thrifty Rent-A-Car
System, Inc., an Oklahoma corporation ("Thrifty"), and Deutsche Bank Trust
Company Americas, formerly known as Bankers Trust Company, not in its individual
capacity but as agent for the Beneficiaries (in such capacity, the "Master
Collateral Agent").
WHEREAS, RCFC is a party to that certain Master Exchange and Trust
Agreement, dated as of July 23, 2001, as amended by that certain Amendment No. 1
to Master Exchange and Trust Agreement, dated as of January 31, 2002 (as so
amended, the "Exchange Agreement"), by and among RCFC, Dollar, Thrifty, Chicago
Deferred Exchange Corporation ("CDEC"), VEXCO, LLC, a Delaware limited liability
company wholly owned by CDEC (the "Qualified Intermediary") and The Chicago
Trust Company, an Illinois trust company.
WHEREAS, RCFC is a party to that certain Addendum, dated as of April 6,
2001 ("Addendum No. 1"), that certain Addendum No. 2, dated as of January 31,
2002 ("Addendum No. 2") and that certain Amended and Restated Addendum No. 2,
dated as of the date hereof (the "Amended Addendum"; together with Addendum No.
1 and Addendum No. 2, the "Addendum") to the Amended and Restated Master
Collateral Agency Agreement, dated as of December 23, 1997 (the "Existing
Agreement"), as the same may be amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms thereof, among Dollar
Thrifty Automotive Group, Inc., a Delaware corporation, as master servicer,
RCFC, as a grantor, financing source and beneficiary, Thrifty, as a grantor and
servicer, Dollar, as a grantor and servicer, various financing sources parties
to the Existing Agreement, various beneficiaries parties to the Existing
Agreement and the Master Collateral Agent.
WHEREAS, RCFC is a party to that certain Amended and Restated Series 1998-1
Supplement, dated as of February 26, 2002 (the "Series 1998-1 Supplement";
together with the Series 1998-1 Supplement, the "Supplement"), between RCFC and
Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company,
to the Base Indenture, dated as of December 13, 1995, between RCFC and Bankers
Trust Company now known as Deutsche Bank Trust Company Americas, as amended by
the Amendment to Base Indenture, dated as of December 23, 1997, between RCFC and
Bankers Trust Company, now known as Deutsche Bank Trust Company Americas (the
"Base Indenture").
WHEREAS, RCFC is a party to that certain Series 2000-1 Supplement, dated as
of December 15, 2000, as amended by that certain Amendment No. 1 to Series
2000-1 Supplement, dated as of April 20, 2001, that certain Amendment No. 2 to
Series 2000-1 Supplement dated as of January 31, 2002 and that certain Amendment
No. 3 to Series 2000-1 Supplement dated as of the date hereof (as so amended,
the "Series 2000-1 Supplement"), between RCFC and Deutsche Bank Trust Company
Americas, formerly known as Bankers Trust Company, to the Base Indenture.
WHEREAS, the parties hereto wish to amend and restate Addendum No. 2.
NOW THEREFORE, for good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the meaning set forth therefor in the Addendum or if
not defined therein, in the Existing Agreement.
"Escrow Account" means a segregated trust account established,
consistent with the requirements of the "safe harbor" provisions of Treasury
Regulations ▇▇.▇▇. 1.1031(k)-1(g)(4) and 1.1031(k)-1(g)(6), in accordance with
the terms of the Exchange Agreement and into which are deposited the Exchange
Proceeds and other funds with which to purchase Group II Replacement Vehicles.
"Exchange Proceeds" means as of any given time the sum of (i) the
money or other property from the sale of any Group II Exchanged Vehicle that is
held in an Escrow Account as of such time; (ii) any interest or other amounts
earned on the money or other property from the sale of any Group II Exchanged
Vehicles that is held in an Escrow Account as of such time; (iii) any amounts
receivable from Eligible Manufacturers and Eligible Vehicle Disposition Programs
or from auctions, dealers or other Persons on account of Group II Exchanged
Vehicles; (iv) the money or other property from the sale of any Group II
Exchanged Vehicle held in the Master Collateral Account for the benefit of the
Qualified Intermediary as of such time; and (v) any interest or other amounts
earned on the money or other property from the sale of any Group II Exchanged
Vehicle held in the Master Collateral Account for the benefit of the Qualified
Intermediary as of such time.
"Financed Vehicles" shall have the meaning set forth in the Base
Indenture.
"Group II Collateral" shall have the meaning set forth in the
Supplement.
"Group II Exchanged Vehicle" means a Group II Vehicle that is
transferred to the Qualified Intermediary in accordance with the "safe harbor"
provisions of Treasury Regulation ss. 1.1031(k)-1(g)(4) and pursuant to the
procedures set forth in the Exchange Agreement and thereby ceases to be a Group
II Vehicle.
"Group II Replacement Vehicle" means a Vehicle designated by the
Master Servicer as comprising Group II Collateral acquired in exchange for a
Group II Exchanged Vehicle in accordance with the terms of the Exchange
Agreement and under Section 1031 of the Code and the regulations promulgated
thereunder.
2
"Identification Period" shall mean with respect to each Group II
Exchanged Vehicle transferred, the period beginning on the date such Group II
Exchanged Vehicle is transferred and ending at midnight on the 45th day
thereafter, irrespective of whether such day is a weekend day or a holiday.
"Relinquished Property Agreement" shall mean each agreement
relating to the sale or disposition of a Group II Exchanged Vehicle, including
but not limited to agreements with any motor vehicle manufacturer, importer,
distributor or other supplier of vehicles.
"Replacement Property Agreement" shall mean each agreement relating
to the acquisition of a Group II Replacement Vehicle.
"Rapid Amortization Period" shall mean the Series 1998-1 Rapid
Amortization Period (as such term is defined in the Series 1998-1 Supplement),
the Series 2000-1 Rapid Amortization Period (as such term is defined in the
Series 2000-1 Supplement) and the corresponding period with respect to each
additional Group II Series of Notes.
Section 2. Collateral Assignment.
(a) RCFC hereby assigns, pledges and grants a security interest
in all of RCFC's right, title and interest in, to and under the Exchange
Agreement, subject to the limitations on RCFC's right to receive, pledge, borrow
or otherwise obtain the benefits of the Exchange Proceeds contained in the "safe
harbor" provisions of Treasury Regulation ▇▇.▇▇. 1.1031(k)-1(g)(4)(ii) and
1.1031(k)-1(g)(6) and in the Exchange Agreement, to the Master Collateral Agent
and the Master Collateral Agent hereby accepts such assignment, pledge and
grant, including the limitations, which the Master Collateral Agent hereby
acknowledges. To the extent the foregoing relates to Group II Exchanged
Vehicles, the foregoing collateral shall be for the benefit of the Group II
Series of Notes (as such term is defined in the Supplement) and shall, together
with any and all proceeds, products, offspring, rents or profits of any and all
of the foregoing, be included in Group II Master Collateral (as such term is
defined in the Supplement).
(b) Dollar hereby assigns, pledges and grants a security interest
in all of Dollar's rights, title and interest in, to and under the Exchange
Agreement with respect to Financed Vehicles, subject to the limitations on
Dollar's right to receive, pledge, borrow or otherwise obtain the benefits of
the Exchange Proceeds contained in the "safe harbor" provisions of Treasury
Regulation ▇▇.▇▇. 1.1031(k)-1(g)(4)(ii) and 1.1031(k)-1(g)(6) and in the
Exchange Agreement, to the Master Collateral Agent and the Master Collateral
Agent hereby accepts such assignment, pledge and grant, including the
limitations, which the Master Collateral Agent hereby acknowledges. To the
extent the foregoing relates to Group II Exchanged Vehicles, the foregoing
collateral shall be for the benefit of the Group II Series of Notes and shall,
together with any and all proceeds, products, offspring, rents or profits of any
and all of the foregoing, be included in Group II Master Collateral.
(c) Thrifty hereby assigns, pledges and grants a security
interest in all of Thrifty's rights, title and interest in, to and under the
Exchange Agreement with respect to Financed Vehicles, subject to the limitations
on Thrifty's right to receive, pledge, borrow or otherwise obtain the benefits
of the Exchange Proceeds contained in the "safe harbor" provisions of Treasury
Regulation ▇▇.▇▇. 1.1031(k)-1(g)(4)(ii) and 1.1031(k)-1(g)(6) and in the
Exchange Agreement, to the Master Collateral Agent and the Master Collateral
Agent hereby accepts such assignment, pledge and grant, including the
limitations, which the Master Collateral Agent hereby acknowledges. To the
extent the foregoing relates to Group II Exchanged Vehicles, the foregoing
collateral shall be for the benefit of the Group II Series of Notes and shall,
together with any and all proceeds, products, offspring, rents or profits of any
and all of the foregoing, be included in Group II Master Collateral.
3
Section 3. Representations and Covenants.
(a) RCFC hereby covenants and agrees that (i) it shall comply
with the reporting requirements set forth in Section 4 of the Addendum, Section
4.20 of the Series 1998-1 Supplement and Section 4.19 of the Series 2000-1
Supplement and any corresponding section in any Series Supplement with respect
to each additional Group II Series of Notes, (ii) it shall report to the Master
Collateral Agent the balance of the amount of Exchange Proceeds as of a given
date within one (1) Business Day of the receipt by RCFC of a written request for
such information and (iii) it shall promptly deliver to the Qualified
Intermediary each notice contemplated to be delivered by it under Section 5.11
of the Exchange Agreement if such notice relates to a Group II Exchanged
Vehicle.
(b) RCFC hereby covenants and agrees that during any Rapid
Amortization Period, (i) the rights assigned to the Qualified Intermediary under
each Replacement Property Agreement and Relinquished Property Agreement to which
RCFC is a party shall be revoked and no further Group II Collateral shall be
transferred from the Master Collateral Account to an Escrow Account and (ii)
RCFC shall revoke the identification of all Group II Replacement Vehicles to be
acquired in exchange for Group II Exchanged Vehicles transferred by RCFC in
cases where the Identification Period for such Group II Exchanged Vehicles does
not end prior to the first day of any Rapid Amortization Period. RCFC represents
that its performance of the covenants set forth in the first sentence of this
Section 3(b) is consistent with RCFC's rights to the Exchange Proceeds under the
Exchange Agreement.
(c) Dollar hereby covenants and agrees that during any Rapid
Amortization Period, (i) the rights assigned to the Qualified Intermediary under
each Replacement Property Agreement and Relinquished Property Agreement to which
Dollar is a party shall be revoked and no further Group II Collateral shall be
transferred from the Master Collateral Account to an Escrow Account and (ii)
Dollar shall revoke the identification of all Group II Replacement Vehicles to
be acquired in exchange for Group II Exchanged Vehicles transferred by Dollar in
cases where the Identification Period for such Group II Exchanged Vehicles does
not end prior to the first day of any Rapid Amortization Period. Dollar
represents that its performance of the covenants set forth in the first sentence
of this Section 3(c) is consistent with Dollar's rights to the Exchange Proceeds
under the Exchange Agreement.
(d) Thrifty hereby covenants and agrees that during any Rapid
Amortization Period, (i) the rights assigned to the Qualified Intermediary under
each Replacement Property Agreement and Relinquished Property Agreement to which
Thrifty is a party shall be revoked and no further Group II Collateral shall be
transferred from the Master Collateral Account to an Escrow Account and (ii)
Thrifty shall revoke the identification of all Group II Replacement Vehicles to
be acquired in exchange for Group II Exchanged Vehicles transferred by Thrifty
in cases where the Identification Period for such Group II Exchanged Vehicles
does not end prior to the first day of any Rapid Amortization Period. Thrifty
represents that its performance of the covenants set forth in the first sentence
of this Section 3(d) is consistent with Thrifty's rights to the Exchange
Proceeds under the Exchange Agreement.
4
Section 4. Amendment to Exchange Agreement.
(a) RCFC hereby agrees that its rights under the Exchange
Agreement will not be modified without the prior written consent of the Master
Collateral Agent, provided, however, that the Master Collateral Agent hereby
consents to any modifications to the following Exhibits to the Exchange
Agreement: (i) Exhibit 2.2(d) (relating to the revocation of the assignment of a
Relinquished Property Agreement to the Qualified Intermediary); (ii) Exhibit
4.2(d) (relating to the revocation of the assignment of a Replacement Property
Agreement to the Qualified Intermediary); Exhibit 5.2 (sets forth the names of
each Escrow Account); Exhibit 5.7 (sets forth notification information) and
Exhibit 8.8 (sets forth notification information). Dollar hereby agrees that its
rights under the Exchange Agreement will not be modified without the prior
written consent of the Master Collateral Agent if such modification would cause
the representation set forth in the last sentence of Section 3(c) to be false.
Thrifty hereby agrees that its rights under the Exchange Agreement will not be
modified without the prior written consent of the Master Collateral Agent if
such modification would cause the representation set forth in the last sentence
of Section 3(d) to be false.
(b) Each of RCFC, Dollar and Thrifty hereby severally (and not
jointly) agrees that (i) it will not agree to modify, amend or supplement the
Exchange Agreement in a manner which would adversely affect the interests of the
Group II Noteholders without the prior written consent of the Required
Noteholders of all Group II Notes and (ii) a copy of any amendment, modification
or supplement to the Exchange Agreement will be provided to the Group II
Noteholders at least ten (10) days prior to the execution of any amendment,
modification or supplement to the Exchange Agreement, other than a modification,
amendment or supplement to the following Exhibits to the Exchange Agreement: (i)
Exhibit 2.2(d) (relating to the revocation of the assignment of a Relinquished
Property Agreement to the Qualified Intermediary); (ii) Exhibit 4.2(d) (relating
to the revocation of the assignment of a Replacement Property Agreement to the
Qualified Intermediary); Exhibit 5.2 (sets forth the names of each Escrow
Account); Exhibit 5.7 (sets forth notification information) and Exhibit 8.8
(sets forth notification information).
Section 5. Severability.
Any provision of this Assignment that is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
5
Section 6. Counterparts. This Assignment may be executed in separate
counterparts and by the different parties on different counterparts, each of
which shall be an original and all of which taken together shall constitute one
and the same instrument.
Section 7. Binding Effect.
This Assignment shall be binding upon and inure to the benefit of
each of the parties hereto, each Financing Source and Beneficiary and their
respective successors and assigns. Nothing herein is intended or shall be
construed to give any other Person any right, remedy or claim under, to or in
respect of this Assignment or the Group II Master Collateral.
Section 8. Governing Law. This agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the state of New York,
without regard to conflict of laws principles.
6
IN WITNESS WHEREOF, each party hereto has executed this Assignment as of
the day and year first above written.
RENTAL CAR FINANCE CORP.
By:_____________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and Treasurer
DOLLAR RENT A CAR SYSTEMS, INC.
By:_____________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
THRIFTY RENT-A-CAR SYSTEM, INC.,
By:_____________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but
solely as Master Collateral Agent
By:_____________________________________
Name:
Title:
7
