On September 29, 2011, Rental Car Finance Corp. (“RCFC”), an Oklahoma corporation and wholly owned subsidiary of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”), completed the early renewal of its Series 2010-3 Asset Backed Variable Funding Notes (the “Conduit Facility”). In conjunction with the renewal, among other changes, available capacity under the Conduit Facility was increased to $600 million from $450 million, and the revolving period under the facility was extended to a two-year tenor from the previous 364-day structure. RCFC effected the renewal of the Conduit Facility pursuant to an amendment and restatement of its existing series supplement to RCFC’s indenture with Deutsche Bank Trust Company Americas, as trustee, pursuant to which the Conduit Facility was initially established, an amendment and restatement of the note purchase agreement with the existing managing agents under the Conduit Facility, comprised of Deutsche Bank AG, New York Branch, The Bank of Nova Scotia, JPMorgan Chase Bank N.A., and The Royal Bank of Scotland plc, and certain of their affiliates (collectively, the “Funding Institutions”) and amendments to certain other documents relating to the existing facility.
The Conduit Facility bears interest at a spread of 130 basis points above each Funding Institution's cost of funds, which may be based on either the weighted average commercial paper rate, a floating one-month LIBOR rate or a Eurodollar rate, as applicable, or, under certain circumstances when one or more commercial paper conduit purchasers are not funding advances under the Conduit Facility, at 330 basis points above the relevant bank’s base rate or a Eurodollar rate. RCFC will continue to pay unused commitment fees ranging from 0.2% to 0.8% per annum on any unused portion of the Conduit Facility. The revolving period for the Conduit Facility is scheduled to end in September 2013, with scheduled amortization payments due over a three-month period beginning in October 2013 and ending in December 2013. RCFC paid an upfront commitment fee of 40 basis points to participating lenders, based on total commitments, in connection with the renewal. Other terms of the Conduit Facility remained substantially the same as the existing facility, subject to certain adjustments in enhancement rates and other modifications as effected pursuant to the amendment documentation. Credit support furnished in the form of a letter of credit issued by Deutsche Bank Trust Company Americas remains outstanding.
The Funding Institutions, Deutsche Bank Trust Company Americas and/or their respective affiliates are also participants in, or parties to, other credit facilities and/or variable funding note programs and related agreements with the Company and its subsidiaries, including RCFC.
The foregoing description of the Conduit Facility renewal is qualified in its entirety by reference to the documents attached hereto as Exhibits 4.241 through 4.243, which are incorporated herein by reference.
The Company’s press release issued on September 30, 2011 announcing the Conduit Facility renewal is attached hereto as Exhibit 99.1 and incorporated by reference herein.
