EXHIBIT 4.107
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AMENDMENT NO. 6
TO NOTE PURCHASE AGREEMENT
Dated as of December 10, 2003
This AMENDMENT NO. 6 TO NOTE PURCHASE AGREEMENT, dated as of December
10, 2003 (this "Amendment") is 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 THE BANK OF NOVA SCOTIA (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; and by that certain Amendment No. 5 to
Note Purchase Agreement, dated as of March 18, 2003 (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; and by that certain Amendment No. 7 to
the Series 2000-1 Supplement dated as of March 18, 2003 (the "Supplement").
C. Simultaneously herewith, RCFC and Trustee are entering into that
certain Amendment No. 8 to the Supplement (the "Supplement Amendment" and,
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 meaning 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 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 definition of "Expiration Date" is hereby amended in its
entirety to read as follows:
"Expiration Date" means April 1, 2004, as such date may be
extended by agreement in writing of the parties hereto.
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.
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. 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.
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
Effective Date, and the Purchasers, the Managing Agents and the Administrative
Agent shall be deemed to have relied on such representations and warranties in
entering into this Amendment:
a. The performance of RCFC's obligations under the Series 2000-1
Amendments and the Series Documents, as amended by the Series 2000-1 Amendments
(the "Amended Series Documents"), and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any Lien (other than any Lien created by the
Amended Series Documents), charge or encumbrance upon any of the property or
assets of RCFC pursuant to the terms of, any indenture, mortgage, deed of trust,
loan agreement or other material agreement or instrument to which it is bound or
to which any of its property or assets is subject, nor will such action result
in any violation of the provisions of its Certificate of Incorporation or
By-laws or any Governmental Rule applicable to RCFC.
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b. No Governmental Action which has not been obtained is required
by or with respect to RCFC in connection with the execution and delivery of the
Series 2000-1 Amendments by RCFC or the consummation by RCFC of the transactions
contemplated thereby or by the Amended Series Documents.
c. Each of the Series 2000-1 Amendments has been duly authorized,
executed and delivered by RCFC, and the Series 2000-1 Amendments and the Amended
Series Documents are the valid and legally binding obligations of RCFC,
enforceable against RCFC in accordance with their respective terms, subject as
to enforcement to bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general applicability relating to or affecting creditors' rights
and to general principles of equity.
d. There is no pending or, to RCFC's knowledge, threatened action,
suit or proceeding by or against RCFC before any Governmental Authority or any
arbitrator (i) with respect to the Series 2000-1 Amendments or any Amended
Series Document or any of the transactions contemplated herein or therein, or
(ii) with respect to RCFC which, in the case of any such action, suit or
proceeding with respect to RCFC, if adversely determined, would have a material
adverse effect on the ability of RCFC to perform its obligations hereunder or
thereunder.
5. Representations and Warranties of DTAG. DTAG 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
Effective Date, and the Purchasers and the Administrative Agent shall be deemed
to have relied on such representations and warranties in entering this
Amendment:
a. The performance of the obligations of DTAG under the Series
2000-1 Amendments and the Amended Series Documents to which it is a party and
the consummation of the transactions herein and therein contemplated will not
conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any Lien
(other than any Lien created by the Amended Series Documents), charge or
encumbrance upon any of the property or assets of DTAG pursuant to the terms of,
any indenture, mortgage, deed of trust, loan agreement or other material
agreement or instrument to which it or any of its Affiliates is bound or to
which any of its property or assets is subject, nor will such action result in
any violation of the provisions of its Certificate of Incorporation or By-laws
or any Governmental Rule applicable to DTAG.
b. No Governmental Action which has not been obtained is required
by or with respect to DTAG in connection with the execution and delivery of the
Series 2000-1 Amendments or the consummation by DTAG of the transactions
contemplated hereby or thereby or by the Amended Series Documents to which it is
a party.
c. The Series 2000-1 Amendments have been duly authorized, executed
and delivered by DTAG and the Series 2000-1 Amendments and the Amended Series
Documents to which it is a party are the valid and legally binding obligations
of DTAG, enforceable against DTAG in accordance with their respective terms,
subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium
and other similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity.
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d. There is no pending or, to the knowledge of DTAG, threatened
action, suit or proceeding by or against DTAG before any Governmental Authority
or any arbitrator (i) with respect to the Series 2000-1 Amendments or any
Amended Series Document to which it is a party or any of the transactions
contemplated herein or therein, or (ii) with respect to DTAG which, in the case
of any such action, suit or proceeding with respect to DTAG, if adversely
determined, would have a material adverse effect on the ability of DTAG to
perform its obligations hereunder or thereunder.
6. Reference to and Effect on Note Purchase Agreement.
a. Upon and after the effectiveness of this Amendment, each
reference in the Note Purchase Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Note Purchase Agreement, and
each reference in the Series Documents to "the Note Purchase Agreement", "the
Series 2000-1 Note Purchase Agreement", "thereunder", "thereof" or words of like
import referring to the Note Purchase Agreement, shall mean and be a reference
to the Note Purchase Agreement as modified hereby.
b. Except as specifically modified above, the Note Purchase
Agreement is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed. The consents contained herein are limited
to the specific facts and circumstances set forth therein and shall not operate
as a waiver of, or a consent to any variation from, any other provision of the
Note Purchase Agreement or any of the Series Documents.
c. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Secured Party under any of the Series Documents, nor,
except as expressly provided herein, constitute a waiver or amendment of any
provision of any of the Series Documents.
7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. Severability. Any provision of this Amendment that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
9. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Delivery of
an executed counterpart of a signature page to this Amendment by facsimile shall
be effective as delivery of a manually executed counterpart of this Amendment.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized, as of the
date first written above.
RENTAL CAR FINANCE CORP., as Seller
By: ___________________________________
Pamela S. Peck
Vice President and Treasurer
DOLLAR THRIFTY AUTOMOTIVE GROUP,
INC., as Master Servicer
By: ___________________________________
Pamela S. Peck
Treasurer
S-1
LIBERTY STREET FUNDING CORP., as a
Conduit Purchaser
By: ___________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Committed
Purchaser, as the Managing Agent for
the BNS Ownership Group and as the
Administrative Agent
By: ___________________________________
Name:
Title:
DEUTSCHE BANK, AG, New York Branch, as
a Committed Purchaser
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
S-2
BEETHOVEN FUNDING CORPORATION, as a
Conduit Purchaser
By: ___________________________________
Name:
Title:
DRESDNER BANK AG, as a Committed
Purchaser and as the Managing Agent
for the Dresdner Ownership Group
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
S-3
AMSTERDAM FUNDING CORPORATION, as a
Conduit Purchaser
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
ABN AMRO BANK N.V., as a Committed
Purchaser and as the Managing Agent
for the ABN Ownership Group
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
S-4
Consented to as of the date first written above:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust Company,
a New York banking corporation, as Trustee
By: ___________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS
BRANCH, as the Series 2000-1 Letter of
Credit Provider
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
S-5