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
