Exhibit
4.210
AMENDMENT NO. 1
TO SECOND AMENDED AND RESTATED
MASTER COLLATERAL AGENCY AGREEMENT
DATED AS OF JUNE 2 , 2009
This Amendment No. 1 to Second
Amended and Restated Master Collateral Agency Agreement, dated as
of June 2, 2009 (this “ Amendment ”) is among
Dollar Thrifty Automotive Group, Inc., a Delaware corporation
(“ DTAG ”), as Master Servicer, DTG Operations,
Inc., an Oklahoma corporation (“ DTG Operations
”), as a grantor and as Servicer, Rental Car Finance Corp, an
Oklahoma corporation (“ RCFC ”), as a grantor,
as a Financing Source and as a Beneficiary, various Financing
Sources party hereto, various Beneficiaries party hereto and
Deutsche Bank Trust Company Americas, a New York banking
corporation, as Master Collateral Agent (“ DBTCA
”, collectively with DTAG, DTG Operations, RCFC, each
Financing Source and each Beneficiary, the “ Parties
”).
RECITALS :
WHEREAS, DTAG, as Master Servicer,
RCFC, as grantor, as a Financing Source and as a Beneficiary, DTG
Operations, as grantor and as servicer and DBTCA, as Master
Collateral Agent entered into that certain Second Amended and
Restated Master Collateral Agency Agreement, dated as of February
14, 2007 (the “ Master Collateral Agency Agreement
”).
WHEREAS, DTAG, DTG Operations, RCFC
and DBTCA, in their respective capacities as set forth on the
signature pages hereto, entered into each Financing Source and
Beneficiary Supplement to Amended and Restated Master Collateral
Agency Agreement, each dated as of April 21, 2005 (each as amended,
restated, supplemented or otherwise modified prior to the date
hereof, collectively, the “ Series 2005-1 Beneficiary
Supplements ”).
WHEREAS, DTAG, DTG Operations, RCFC
and DBTCA, in their respective capacities as set forth on the
signature pages hereto, entered into each Financing Source and
Beneficiary Supplement to Amended and Restated Master Collateral
Agency Agreement, each dated as of March 28, 2006 (each as amended,
restated, supplemented or otherwise modified prior to the date
hereof, collectively, the “ Series 2006-1 Beneficiary
Supplements ”).
WHEREAS, DTAG, DTG Operations, RCFC
and DBTCA, in their respective capacities as set forth on the
signature pages hereto, entered into each Financing Source and
Beneficiary Supplement to Second Amended and Restated Master
Collateral Agency Agreement, each dated as of May 23, 2007 (each as
amended, restated, supplemented or otherwise modified prior to the
date hereof, collectively, “ Series 2007-1 Beneficiary
Supplements ” and, collectively with the Series 2005-1
Beneficiary Supplements and the Series 2006-1 Beneficiary
Supplements, the “ Supplements ”).
WHEREAS, the Parties wish to amend
the Master Collateral Agency Agreement as provided
herein.
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 Supplement
for the applicable Series of Notes or if defined therein, in the
Master Collateral Agency Agreement.
2.
Amendments to Master Collateral Agency Agreement . Upon the
terms and subject to the conditions set forth in this Amendment,
the Parties hereto hereby agree, effective as of June 2, 2009, that
the Master Collateral Agency Agreement is hereby amended as
follows:
(a) The
Master Collateral Agency Agreement is hereby amended by adding the
following definitions to Section 1.1 in the proper alphabetical
order:
“ Insurer Related
Amortization Event ” means, with respect to any Series of
Notes, any Amortization Event or Potential Amortization Event that
arises solely as a result of an Event of Bankruptcy with respect to
the policy provider, insurer or surety for such Series of Notes or
a Class thereof or a default by such policy provider, insurer or
surety under its financial guaranty insurance policy or surety
bond, or its cancellation or rejection thereof, as applicable, in
respect of such Series of Notes or a Class thereof including the
Amortization Events and related Potential Amortization Events set
forth in Section 5.1(j) or (k) of the Series 2005-1 Supplement,
Section 5.1(j) or (k) of the Series 2006-1 Supplement or Section
5.1(j) or (k) of the Series 2007-1 Supplement, as the case may
be.
“ Series 2005-1
Su
