and the
following is a list of each Event of Default in existence as of the date hereof
and its nature and status:]
3.
The calculation of the Corporate Leverage Ratio, the Corporate
Interest Coverage Ratio and Corporate EBITDA, as of their respective dates or
period, as applicable, set forth on Schedule 2 attached hereto are true and
accurate.
4.
Set forth on Schedule 3 attached hereto is the true and accurate
amount of Restricted Payments made by DTAG pursuant to Section 8.06(c) during
such fiscal period.
IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as
of __________, 201__.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
a Delaware corporation
By:____________________________
Name:
Title:
Schedule 2
to Compliance Certificate
1.
Corporate Leverage Ratio
(a)
Corporate Debt
(i)
Non-Vehicle Indebtedness
(A)
Consolidated Funded Indebtedness
(other than Indebtedness of the type
described in clauses (c) and, to the
extent in respect of such type of
Indebtedness, clauses (h) and (i) of the
definition of "Funded Indebtedness")
$____________
(B)
to the extent included in such
Consolidated Funded Indebtedness
described in (a)(i)(A) above,
Vehicle Debt
$____________
(C)
Non-Vehicle Indebtedness
[(a)(i)(A) - (a)(i)(B)]
$____________
(ii)
the aggregate of amount of all drawings
(which have not been reimbursed) under
each letter of credit, bond, bankers'
acceptance or similar obligation (including
Letters of Credit)
$____________
(iii)
[(a)(i)(C) +
(a)(ii)]
$____________
(b)
Corporate EBITDA for the period of the four
fiscal quarters most recently ended
(i)
EBITDA
(A)
Adjusted Net Income for such period
(excluding extraordinary gains and
losses and any write-up (or write-down)
in the value of any asset)
$____________
(B)
to the extent deducted in calculating
such Adjusted Net Income:
Aggregate
Interest Expense for such period
$____________
(C)
to the extent deducted in calculating
such Adjusted Net Income:
the provision
for federal, state, local and foreign taxes
computed on the basis of income payable
by DTAG and its Subsidiaries
for such period
$____________
(D)
to the extent deducted in calculating
such Adjusted Net Income:
depreciation and amortization
expense for such period
$____________
(E)
to the extent deducted in calculating
such Adjusted Net Income:
non-cash charges in respect of
non-cash awards under DTAG's
incentive compensation programs
$____________
(F)
EBITDA
[(b)(i)(A) + (b)(i)(B) + (b)(i)(C)
+ (b)(i)(D) + (b)(i)(E)]
$____________
(ii)
to the extent added in arriving at
such EBITDA for such period,
the aggregate amount of depreciation in
respect of Vehicles during such period
$____________
(iii)
to the extent added in arriving at
such EBITDA for such period,
Vehicle Interest Expense during such period
$____________
(iv)
Corporate EBITDA
[(b)(i)(F) - [(b)(ii) + (b)(iii)]]
$____________
(c)
Corporate Leverage Ratio
[(a)(iii) /
(b)(iv)]
__________:1.0
2.
Corporate Interest Coverage Ratio
(a)
Corporate EBITDA [1(b)(iv) above] for the
period of the four fiscal quarters most recently
ended
$____________
(b)
Non-Vehicle Interest Expense for the period of
the four fiscal quarters most recently ended
(i)
Aggregate Interest
Expense
$____________
(ii)
to the extent included in (b)(i) above for
such period, Vehicle Interest Expense
$____________
(iii)
Non-Vehicle Interest Expense
[(b)(i) -