ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 26, 2011, Rental Car Finance Corp. (“RCFC”), a wholly owned
subsidiary of Dollar Thrifty Automotive Group, Inc. (“DTG”), a Delaware
corporation, issued and sold $400 million principal amount of Rental Car Asset
Backed Notes, Series 2011-2 (the “Notes”) to Wells Fargo Bank, N.A. (the
“Initial Purchaser”), pursuant to a Note Purchase Agreement, dated as of October
26, 2011 among RCFC, as seller, DTG, as master servicer, Wells Fargo Bank, N.A.,
as initial note purchaser and the note purchasers from time to time party
thereto. The Notes bear interest at a fixed rate of 3.21% per annum.
The Notes were issued pursuant to a supplement to the Amended and Restated Base
Indenture (the “Base Indenture”), dated as of February 14, 2007, between RCFC
and Deutsche Bank Trust Company Americas, as trustee. The Notes are scheduled to
begin controlled amortization in December, 2014, with an expected final payment
date in May 2015, but are subject to rapid amortization upon the occurrence of
certain adverse events, such as failure to pay interest or principal,
insufficient collateral, certain changes in control relating to RCFC or DTG and
certain other adverse events relating to DTG, including non-compliance with
certain financial covenants. The Notes, together with any other series of notes
issued under the Base Indenture and designated as a “Group VIII Series of
Notes”, including RCFC’s outstanding Rental Car Asset Backed Notes, Series
2011-1, are secured by, among other things, a pledge of certain collateral owned
by RCFC, including (i) a segregated group of rental vehicles that DTG uses in
its daily vehicle rental operations, together with certain receivables and other
rights relating thereto, (ii) all rights of RCFC under a master motor vehicle
lease and servicing agreement (Group VIII), dated as of July 28, 2011, among
RCFC, as lessor, DTG, as guarantor and master servicer, DTG Operations, Inc., an
Oklahoma corporation and wholly owned subsidiary of DTG, as lessee and servicer,
and those other permitted lessees that may become lessees and servicers
thereunder from time to time, (iii) all monies on deposit from time to time in
certain collection and cash collateral accounts and (iv) all proceeds of the
foregoing. The Notes are also secured by certain other assets of RCFC,
including certain monies and accounts that are not shared with any other series
of notes issued by RCFC. Other credit support for the Notes is furnished in the
form of a letter of credit issued by Deutsche Bank Trust Company Americas. The
Initial Purchaser and Deutsche Bank Trust Company Americas, and/or their
respective affiliates, are also participants in other credit facilities and/or
variable funding note programs of DTG and its subsidiaries, including RCFC.
The foregoing description of the issuance of the Notes is qualified in its
entirety by reference to the documents attached hereto as Exhibit 4.245 through
Exhibit 4.247, which are incorporated herein by reference.
DTG’s press release issued on October 26, 2011 announcing the issuance of the
Notes is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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