Exhibit 4.79
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ADDENDUM TO NOTE PURCHASE AGREEMENT
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Each of the undersigned
(i) confirms that it has received a copy of the Note Purchase
Agreement, dated as of December 15, 2000, as amended by Amendment No. 1 to Note
Purchase Agreement, dated as of April 20, 2001, Amendment No. 2 to Note Purchase
Agreement, dated as of January 31, 2002, and Amendment No. 3 to Note Purchase
Agreement, dated as of April 16, 2002 (as the same from time to time may be
further amended, supplemented, waived or modified and in effect, the
"Agreement"; capitalized terms used herein and not defined shall have the
meanings assigned to such terms in the Agreement), among RCFC, DTAG, the Conduit
Purchasers, the Committed Purchasers, the Managing Agents and the Administrative
Agent, and such other agreements, documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Addendum; (ii) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under the Agreement as
are delegated to the Administrative Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; (iii) agrees to all of the
provisions of the Agreement; (iv) agrees that the related Group Funding Limit is
$50,000,000 and the related Committed Purchaser's Purchase Percentage is
thirteen and one-third percent (13.333333%); (v) designates ABN AMRO Bank N.V.
as the Managing Agent for itself, and such Managing Agent hereby accepts such
appointment; and (iv) becomes a party to the Agreement and a Purchaser or
Managing Agent, as the case may be, thereunder with the same effect as if the
undersigned were an original signatory to the Agreement. The notice address for
each member of the Additional Ownership Group is as set forth on Schedule I
attached hereto.
This Addendum shall be effective when a counterpart hereof, signed
by the undersigned, RCFC and the Administrative Agent has been delivered to the
parties hereto.
This Addendum shall be governed by and construed in accordance
with the laws of the State of New York.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have caused this Addendum to be
duly executed and delivered by its duly authorized officer or agent as of this
15th day of August, 2002.
ABN AMRO Bank N.V., as Managing Agent
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
AMSTERDAM FUNDING CORPORATION, as
Conduit Purchaser
By: ___________________________________
Name:
Title:
ABN AMRO Bank N.V., as Committed
Purchaser
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
Acknowledged and Agreed to as of the
date first above written:
RENTAL CAR FINANCE CORP.
By: ___________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
BANK ONE, NA, as Administrative Agent
By: ___________________________________
Name:
Title:
SCHEDULE I
ADDRESSES FOR NOTICES
In the case of the Conduit Purchaser:
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Amsterdam Funding Corporation
c/o Global Securitization Services, LLC
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
With a copy to:
ABN AMRO Bank N.V.
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxx Xxxxx
Facsimile: (000) 000-0000
In the case of the Committed Purchaser and the Managing Agent:
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ABN AMRO Bank N.V.
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxx Xxxxx
Facsimile: (000) 000-0000