EXHIBIT 4.49
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RENTAL CAR FINANCE CORP.
0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
December 14, 2001
Each of the Conduit Purchasers,
Committed Purchasers and Managing Agents
party to the Note Purchase Agreement
c/o Bank One, NA, as Administrative Agent
1 Bank Xxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
To Whom it May Concern:
Reference is made to (i) 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 (the "Note Purchase Agreement"), among
Rental Car Finance Corp. ("RCFC"), Dollar Thrifty Automotive Group, Inc., the
Conduit Purchasers, the Committed Purchasers and the Managing Agents party
thereto, and Bank One, NA, as Administrative Agent, and (ii) that certain Series
2000-1 Supplement, dated as of December 15, 2000, as amended by that certain
Amendment No. 1 to Series 2000-1 Supplement, dated as of April 20, 2001 (the
"Series 2000-1 Supplement"), between RCFC and Bankers Trust Company, as Trustee
(the "Trustee"), to the Base Indenture, dated as of December 13, 1995, as
amended by the Amendment to Base Indenture, dated as of December 23, 1997,
between RCFC and the Trustee. Capitalized terms utilized herein but not
otherwise defined shall have the meanings ascribed to them in the Note Purchase
Agreement and the Series 2000-1 Supplement.
The parties hereto hereby agree to extend, effective as of the current
Expiration Date and the current Series 2000-1 Termination Date, the current
Expiration Date and the current Series 2000-1 Termination Date to January 31,
2002.
Except as specifically modified above, the Note Purchase Agreement, the Series
2000-1 Supplement and the other Series Documents are and shall continue to be in
full force and effect and are hereby in all respects ratified and confirmed. The
consents contained in this agreement are limited to the specific facts and
circumstances set forth herein and shall not operate as a waiver of, or a
consent to any variation from, any other provision of the Note Purchase
Agreement, the Series 2000-1 Supplement or any of the other Series Documents.
This agreement shall be governed by, and construed in accordance with, the laws
of the State of New York.
This agreement 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 agreement by facsimile shall be effective as
delivery of a manually executed counterpart of this agreement.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.
RENTAL CAR FINANCE CORP., as Seller
By: _____________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
as Master Servicer
By: _____________________________________
Xxxxxx X. Xxxx
Treasurer
Acknowledged and consented to by:
FALCON ASSET SECURITIZATION CORPORATION, as a Conduit Purchaser
By: ____________________________________
Name:
Title:
BANK ONE, NA, as a Committed Purchaser, as the Managing Agent for the Bank One
Ownership Group, as the Administrative Agent and as a Series 2000-1 Noteholder
By: ____________________________________
Name:
Title:
DEUTSCHE BANK, AG, New York Branch, as a Committed Purchaser
By: ____________________________________
Name:
Title:
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 a Series 2000-1 Noteholder
By: ____________________________________
Name:
Title:
