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EXHIBIT 4.131
EXECUTION COPY
AMENDMENT NO. 8
TO NOTE PURCHASE
AGREEMENT
Dated as of March 22, 2005
This AMENDMENT NO. 8 TO
NOTE PURCHASE AGREEMENT , dated as of
March 22, 2005 (this “ Amendment ”) is made
among RENTAL CAR FINANCE CORP.
, an Oklahoma corporation (“
RCFC ”),
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
, a Delaware corporation (“
DTAG ”), the
entities party hereto as Conduit Purchasers (the “
Conduit Purchasers ”), the entities party hereto as Committed Purchasers
(the “ Committed
Purchasers ”), the entities party
hereto as Managing Agents (the “ Managing Agents ”), and
DRESDNER KLEINWORT WASSERSTEIN SECURITIES
LLC (the “ Administrative Agent ”).
RECITALS:
A. RCFC, DTAG, the
Conduit Purchasers, the Committed Purchasers, the Managing Agents
and Bank One, NA, as administrative agent, entered into that
certain Note Purchase Agreement, dated as of December 15, 2000, as
amended by that certain Amendment No. 1 to Note Purchase Agreement,
dated as of April 20, 2001; by that certain Amendment No. 2 to Note
Purchase Agreement, dated as of January 31, 2002; by that certain
Amendment No. 3 to Note Purchase Agreement, dated as of April 16,
2002; by that certain Addendum to Note Purchase Agreement, dated as
of August 15, 2002; by that certain Amendment No. 4 to Note
Purchase Agreement, dated as of December 12, 2002; by that certain
Amendment No. 5 to Note Purchase Agreement, dated as of March 18,
2003; by that certain Amendment No. 6 to Note Purchase Agreement,
dated as of December 10, 2003; and by that certain Amendment No. 7
to Note Purchase Agreement, dated as of March 24, 2004 (the
“ Note Purchase Agreement
”).
B. RCFC and the
Trustee entered into that certain Series 2000-1 Supplement, dated
as of December 14, 2000, as amended by that certain Amendment No. 1
to Series 2000-1 Supplement, dated as of April 20, 2001; by that
certain Amendment No. 2 to Series 2000-1 Supplement, dated as of
January 31, 2002; by that certain Amendment No. 3 to Series 2000-1
Supplement, dated as of April 16, 2002; by that certain Amendment
No. 4 to Series 2000-1 Supplement, dated as of August 12, 2002; by
that certain Amendment No. 5 to Series 2000-1 Supplement, dated as
of August 15, 2002; by that certain Amendment No. 6 to Series
2000-1 Supplement, dated as of December 12, 2002; by that certain
Amendment No. 7 to the Series 2000-1 Supplement, dated as of March
18, 2003; by that certain Amendment No. 8 to the Series 2000-1
Supplement, dated as of December 10, 2003; by that certain
Amendment No. 9 to the Series 2000-1 Supplement, dated as of March
24, 2004; and by that certain Amendment No. 10 to Series 2000-1
Supplement, dated as of May 5, 2004 (the “
Supplement ”).
C. Simultaneously
herewith, RCFC and Trustee are entering into that certain Amendment
No. 11 to the Supplement (such amendment, together with this
Amendment, the “ Series 2000-1
Amendments ”).
D. The parties hereto
wish to amend the Note Purchase Agreement as provided
herein.
NOW, THEREFORE , the
parties hereto agree as follows:
1.
Defined Terms .
Capitalized terms used in this Amendment not herein defined shall
have the meanings contained in the Note Purchase Agreement. For
purposes of this Amendment, the following terms shall have the
meanings set forth below:
a.
“ Amendment Effective Date ”
means the later of (i) March 30, 2005 and (ii) the date on which
all conditions precedent to the effectiveness of this Amendment, as
set forth in Section 3 hereof, have been satisfied.
2.
Amendments . Upon the
terms and subject to the conditions set forth in this Amendment and
in reliance on the representations and warranties of the parties
hereto set forth in this Amendment, the parties hereto hereby agree
to the following amendments to the Note Purchase
Agreement:
a. The following
definitions in Section 1.01 of the Note Purchase Agreement are
hereby amended in their entirety to read as follows:
“ Expiration
Date ” means March 28, 2006, as
such date may be extended by agreement in writing of the parties
hereto.
“ Ownership
Group ” means each of the following
groups of Note Purchasers:
(i)
The Bank of Nova
Scotia (“ BNS ”), Deutsche Bank, AG, acting through its New York Branch
(“ Deutsche Bank
”), Liberty Street Funding Corp., and any
other Conduit Purchaser administered by BNS or any of BNS’s
Affiliates (the “ BNS Ownership
Group ”).
(ii) Dresdner
Bank AG (“ Dresdner AG
”), Beethoven Funding Corporation, and any
other Conduit Purchaser administered by Dresdner AG or any of
Dresdner AG’s Affiliates (the “ Dresdner Ownership Group ”).
(iii) ABN AMRO
Bank N.V. (“ ABN
”), Amsterdam Funding Corporation, and any
other Conduit Purchaser administered by ABN or any of ABN’s
Affiliates (the “ ABN Ownership
Group ”).
(iv) JPMorgan
Chase Bank, National Association (“ JPMorgan ”), Delaware Funding
Company, LLC, and any other Conduit Purchaser administered by
JPMorgan or any of JPMorgan’s Affiliates (the “
JPMorgan Ownership Group ”).
(v) BNP Paribas,
New York Branch (“ BNP
Paribas ”), Starbird Funding
Corporation, and any other Conduit Purchaser administered by BNP
Paribas or any of BNP Paribas’s Affiliates (the
“ BNP Paribas Ownership
Group ”).
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(vi) Each
Managing Agent and its related Conduit Purchasers and Committed
Purchasers as shall become parties to the Series 2000-1 Note
Purchase Agreement (each an “ Additional Ownership Group ”).
By way of example and for avoidance of doubt, each
of the BNS Ownership Group, the Dresdner Ownership Group, the ABN
Ownership Group, the JPMorgan Ownership Group, the BNP Paribas
Ownership Group and any Additional Ownership Group is a separate
Ownership Group. An assignee of a Committed Purchaser shall belong,
to the extent of such assignment, to the same Ownership Group as
the assigning Committed Purchaser. A Committed Purchaser may belong
to more than one Ownership Group at a time.
b. Section 1.01
of the Note Purchase Agreement is hereby amended by adding the
following definitions in proper alphabetical order:
“ BNP
Paribas ” has the meaning specified
in the definition of Ownership Group.
“ BNP Paribas
Ownership Group ” has the meaning
specified in the definition of Ownership Group.
c. Schedule I to
the Note Purchase Agreement is hereby deleted in its entirety and
replaced with the revised Schedule I attached hereto as
Exhibit A .
d. Schedule II
to the Note Purchase Agreement is hereby deleted in its entirety
and replaced with the revised Schedule II attached hereto as
Exhibit B .
e. Schedule III
to the Note Purchase Agreement is hereby deleted in its entirety
and replaced with the revised Schedule III attached hereto
as Exhibit C .
3.
Conditions to Effectiveness
. The effectiveness of this Amendment is conditioned
upon satisfaction of the following conditions precedent:
a. The
Administrative Agent shall have received counterparts of the Series
2000-1 Amendments signed by the parties thereto and the
Administrative Agent’s Fee Letter signed by RCFC. The
Administrative Agent shall have received payment of the fee
required to be paid pursuant to such Administrative Agent’s
Fee Letter.
b. Each of the
representations and warranties in the Amended Series Documents
(hereinafter defined) and in Sections 4 and 5 below shall be true
and correct in all material respects.
c. The
Administrative Agent and the Managing Agents shall have received
copies of (i) the Certificate of Incorporation and the By-Laws of
RCFC, DTAG and DTG Operations, Inc., formerly known as Dollar Rent
A Car Systems, Inc. (“ DTG
Operations ”), (ii) the board of
directors resolutions of RCFC, DTAG and DTG Operations with respect
to the transactions contemplated by the Series 2000-1 Amendments,
and (iii) incumbency certificate of RCFC, DTAG and DTG Operations,
each certified by appropriate corporate authorities.
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d. Counsel to
RCFC, DTAG and DTG Operations shall have delivered to the Managing
Agents favorable opinions, dated the Amendment Effective Date and
reasonably satisfactory in form and substance to the Managing
Agents and their counsel, covering due authorization and such other
matters as any Managing Agent shall reasonably request.
e. Special New
York counsel to RCFC, DTAG and DTG Operations shall have delivered
favorable opinions, dated the Amendment Effective Date and
reasonably satisfactory in form and substance to the Managing
Agents and their counsel, covering enforceability and such other
matters as any Managing Agent shall reasonably request.
f. The
Administrative Agent and the Managing Agents shall have received
counterparts of the Fee Letter dated the Amendment Effective Date
or a date prior thereto and signed by the parties thereto. Each
Managing Agent shall have received payment of the fees required to
be paid pursuant to such Fee Letter.
g. All
Governmental Actions of all Governmental Authorities required with
respect to the transactions contemplated by the Series 2000-1
Amendments shall have been obtained or made.
h. No
Amortization Event, Liquidation Event of Default or Limited
Liquidation Event of Default or event which, with the giving of
notice or the passage of time or both would constitute any of the
foregoing, shall have occurred or be continuing.
i. The
Administrative Agent and Managing Agents shall have received such
other documents, instruments, certificates, opinions and approvals
as they may reasonably request.
4.
Representations and Warranties of RCFC
. RCFC hereby makes the following representations
and warranties to the Purchasers, the Managing Agents and the
Administrative Agent, as of the date hereof and as of the Amendment
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