1
EXHIBIT 4.14
[EXECUTION COPY]
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NOTE PURCHASE AGREEMENT
(VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES, SERIES 1998-1),
dated as of March 4, 1998,
among
RENTAL CAR FINANCE CORP.,
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
as Master Servicer,
and
DOLLAR THRIFTY FUNDING CORP.,
as Note Purchaser
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II
PURCHASE AND SALE OF THE NOTES
SECTION 2.01 Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.02 Borrowing Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.03 Decreases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.04 CP Stop Issuance Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE III
INTEREST AND FEES
SECTION 3.01 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 3.02 [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.03 Certain Eurocurrency Rate and Other Provisions under the Liquidity Agreement and Credit
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.04 Carrying Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE IV
OTHER PAYMENT TERMS
SECTION 4.01 Time and Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE V
REPRESENTATIONS AND WARRANTIES
SECTION 5.01 RCFC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 5.02 Master Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 5.03 Note Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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TABLE OF CONTENTS
(continued)
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ARTICLE VI
CONDITIONS
SECTION 6.01 Conditions to Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 6.02 Conditions to Initial Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 6.03 Conditions to Each Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE VII
COVENANTS
SECTION 7.01 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 8.01 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 8.02 No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 8.03 Binding on Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 8.04 Survival of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 8.05 Payment of Costs and Expenses; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 8.06 Characterization as Related Document; Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 8.07 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 8.08 Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 8.09 Tax Characterization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 8.10 No Proceedings; Limited Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 8.11 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 8.12 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 8.13 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
EXHIBITS
EXHIBIT A Form of Advance Request
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NOTE PURCHASE AGREEMENT
THIS NOTE PURCHASE AGREEMENT, dated as of March 4, 1998 (as amended,
supplemented, restated or otherwise modified from time to time in accordance
with the terms hereof, this "Agreement"), is made among RENTAL CAR FINANCE
CORP., an Oklahoma corporation ("RCFC"), DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
a Delaware corporation ("DTAG" or the "Master Servicer"), and DOLLAR THRIFTY
FUNDING CORP., an Oklahoma corporation ("DTFC" or the "Note Purchaser").
BACKGROUND
1. Contemporaneously with the execution and delivery of this
Agreement, RCFC is entering into (a) the Series 1998-1 Supplement, dated as of
even date herewith (as the same may be amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms thereof, the
"Series 1998-1 Supplement"), between RCFC, as Issuer, and Bankers Trust
Company, a New York banking corporation, as the Trustee (in such capacity,
together with its successors in trust in such capacity, the "Trustee"), and as
the Enhancement Agent (in such capacity, the "Enhancement Agent"), to the Base
Indenture, dated as of December 13, 1995 (as amended by the Amendment to Base
Indenture, dated as of December 23, 1997, and as the same may be further
amended, supplemented or otherwise modified from time to time in accordance
with the terms thereof, the "Base Indenture"), between RCFC and the Trustee,
and (b) the Master Motor Vehicle Lease and Servicing Agreement, dated as of
even date herewith (as the same may be amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms thereof, the
"Master Lease") among RCFC, as lessor, the parties identified therein as the
Lessees and Servicers, those additional Subsidiaries of DTAG, from time to time
becoming Lessees and Servicers thereunder, and DTAG, as Guarantor and Master
Servicer, and (c) the other Related Documents (such term, as with the other
capitalized terms used herein, shall have the meaning assigned thereto in
Section 1.01 hereof) and CP Program Documents to which RCFC is a party.
Pursuant to the Base Indenture and the Series 1998-1 Supplement, RCFC will
issue the Rental Car Asset Backed Variable Funding Notes, Series 1998-1 (the
"Series 1998-1 Notes").
2. RCFC wishes to issue the Series 1998-1 Notes in favor of
the Note Purchaser and obtain the agreement of the Note Purchaser to make loans
from time to time (each, an "Advance") for the purchase of Series 1998-1
Invested Amounts, all of which Advances (including the Initial Advance) will
constitute Increases, and all of which Advances (including the Initial Advance)
will be evidenced by the Series 1998-1 Notes purchased in connection herewith
and will constitute purchases of Series 1998-1 Invested Amounts corresponding
to the amount of such Advances. Subject to the terms and conditions of this
Agreement, the Note Purchaser is willing to make Advances from time to time to
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purchases of Series 1998-1 Invested Amounts in an aggregate outstanding amount
up to the amount set forth below its name on the signature pages to this
Agreement until the commencement of the Series 1998-1 Rapid Amortization
Period. DTAG has joined in this Agreement to confirm certain representations,
warranties and covenants made by it as Master Servicer for the benefit of the
Note Purchaser and the Collateral Agent.
NOW THEREFORE, in consideration of the premises and of the agreements
herein contained, and for due and adequate consideration, which the parties
hereto hereby acknowledge, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions. As used in this Agreement and
unless the context requires a different meaning, capitalized terms used but not
defined herein (including the preamble and the recitals hereto) shall have the
meanings assigned to such terms in (i) the Series 1998-1 Supplement, as such
may be amended, supplemented, restated or otherwise modified from time to time
in accordance with the terms thereof, (ii) the Definitions List attached as
Annex A to the Liquidity Agreement, as such Definitions List may be amended,
supplemented, restated or otherwise modified from time to time in accordance
with the terms of the Liquidity Agreement, and (iii) the Definitions List
attached as Schedule 1 to the Base Indenture as in effect as of the date
hereof, as such Definitions List may be further amended, supplemented, restated
or otherwise modified from time to time in accordance with the terms of the
Base Indenture, provided that to the extent, if any, that any capitalized term
used but not defined herein has a meaning assigned to such term in more than
one of the lists or agreements referred to in clauses (i) through (iii), then
(x) if a meaning is assigned to such term in the Series 1998-1 Supplement, such
meaning shall apply herein, and (y) if a meaning is not assigned to such term
in the Series 1998-1 Supplement, then the meaning assigned to such term in the
Definitions List attached as Annex A to the Liquidity Agreement shall apply
herein. In addition, the following terms shall have the following meanings and
the definitions of such terms are applicable to the singular as well as the
plural form of such terms and to the masculine as well as the feminine and
neuter genders of such terms:
"Commitment Amount" means, as to the Note Purchaser, the
dollar amount set forth under its name on the signature pages hereof, as such
amount may be modified from time to time by written agreement between the Note
Purchaser, the Master Servicer and RCFC in accordance with the terms hereof.
"Increase Date" shall mean the Business Day on which an
Increase in the Series 1998-1 Invested Amount occurs.
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"Initial Advance" means the Advance made under this Agreement
as part of the initial Borrowing.
"Majority Program Support Providers" means Program Support
Providers holding more than 50% of the aggregate commitments of all Program
Support Providers.
ARTICLE II
PURCHASE AND SALE OF THE NOTES
SECTION 2.01 Purchases. Subject to the terms and conditions
of this Agreement and the Series 1998-1 Supplement, the Note Purchaser shall
upon RCFC's request and satisfaction of all conditions precedent thereto, make
Advances from time to time during the Series 1998-1 Revolving Period, provided,
that (x) the Note Purchaser will not be required or permitted to make an
Advance on any date if, after giving effect to such Advance, the Series 1998-1
Invested Amount would exceed the Series 1998-1 Maximum Invested Amount, (y) the
Note Purchaser will not be required or permitted to make any Advance if, after
giving effect thereto and the use of proceeds therefrom, either (i) a Series
1998-1 Enhancement Deficiency exists or would exist, (ii) an Asset Amount
Deficiency exists or would exist or (iii) a CP Borrowing Base Deficiency exists
or would exist as determined by the Master Servicer. All Advances on any date
shall be allocated (i) with respect to the Initial Advance, according to the
Series 1998-1 Initial Invested Amount; and (ii) thereafter, according to the
provisions in Section 4A.2 of the Series 1998-1 Supplement for allocating
Increases to the Series 1998-1 Invested Amount. Each of the Advances to be
made on any date shall be made singly as part of a single borrowing (each such
single borrowing being a "Borrowing"). Subject to the terms of this Agreement
and the Series 1998- 1 Supplement, the aggregate principal amount of the
Advances represented by the Series 1998-1 Notes may be increased or decreased
from time to time.
SECTION 2.02 Borrowing Procedures. Whenever RCFC wishes the
Note Purchaser to make an Advance, RCFC shall (or shall cause the Master
Servicer to) notify each of the Collateral Agent and the Trustee upon
irrevocable written notice delivered to the Collateral Agent and the Trustee no
later than the opening of business on the Business Day of the proposed
Borrowing (which Borrowing date shall, except in the case of the Initial
Advances, be an Increase Date). Each such notice shall be irrevocable and
shall in each case refer to this Agreement and specify the aggregate amount of
the requested Borrowing to be made on such date (which Borrowing shall be in an
amount equal to at least $250,000 and, in the case of the Initial Advance only,
in an aggregate minimum amount of $1,000,000. The Collateral Agent shall
promptly advise the Note Purchaser of any notice given pursuant to this
section, and promptly upon the Collateral Agent's receipt of notice from the
Note Purchaser on whether the Note Purchaser shall make such Advances shall
notify each of RCFC and the Trustee whether the Note Purchaser has determined
to make such Advances. On the date of
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each Borrowing and subject to the other conditions set forth herein and in the
Series 1998-1 Supplement, the Note Purchaser shall make available to RCFC the
amount of such Advance by wire transfer in U.S. dollars of such amount in same
day funds to the Series 1998-1 Collection Account no later than 5:00 p.m. (New
York City time) on the proposed date of such Borrowing.
SECTION 2.03 Decreases. (a) Mandatory Decreases. Whenever
the Enhancement Amount is less than the Minimum Enhancement Amount or an Asset
Amount Deficiency exists, then, on the Payment Date immediately following
discovery of such deficiency, RCFC shall decrease the Series 1998-1 Invested
Amount of the Series 1998-1 Notes as required under Section 4A.3(a) of the
Series 1998-1 Supplement.
(b) Voluntary Decreases. Upon at least three (3) Business
Days' prior irrevocable notice to the Note Purchaser in writing, RCFC may
voluntarily reduce the Series 1998-1 Invested Amount of the Series 1998-1 Notes
in accordance with the procedures set forth in Section 4A.3(b) of the Series
1998-1 Supplement.
SECTION 2.04 CP Stop Issuance Events. Notwithstanding
anything to the contrary herein, upon the occurrence and during the
continuation of a CP Stop Issuance Event, the Note Purchaser shall not make any
Advances hereunder and shall not issue Commercial Paper Notes in order to fund
or maintain its investments in the Series 1998-1 Notes. Each of RCFC and the
Master Servicer agrees to give the Collateral Agent and the Note Purchaser
prompt written notice of any CP Stop Issuance Event. It is expressly
understood that the occurrence of a CP Stop Issuance Event once no longer
continuing shall not relieve the Note Purchaser of its obligation to make
future Advances hereunder.
ARTICLE III
INTEREST AND FEES
SECTION 3.01 Interest. Each Advance funded or maintained by
the Note Purchaser during the relevant Fixed Period (a) through the issuance of
Commercial Paper Notes shall bear interest at the CP Rate for such Fixed Period
as determined by DTFC pursuant to the Liquidity Agreement and (b) through means
other than the issuance of Commercial Paper Notes shall bear interest at (i)
the Base Rate as determined by the Liquidity Agent pursuant to the Liquidity
Agreement or (ii) if the required notice has been given, the Eurodollar Rate
for such Fixed Period as determined by the Liquidity Agent pursuant to the
Liquidity Agreement, except as otherwise provided in the definition of Fixed
Period; provided, however, that in each case, if a Series 1998-1 Rapid
Amortization Period has commenced and is continuing, then interest on the
Advances shall bear interest at a per annum rate equal to the Base Rate plus
0.50%.
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(a) Interest shall be due and payable on each Payment Date in
accordance with the provisions set forth in Section 4.9 of the Series 1998-1
Supplement.
(b) All computations of interest at the CP Rate and
Eurodollar Rate shall be made on the basis of a year of 360 days and the actual
number of days elapsed and all computations of interest at the Base Rate shall
be made on the basis of a 365 (or 366, as applicable) day year and actual
number of days elapsed. Whenever any payment of interest or principal in
respect of any Advance shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day and such extension of
time shall be included in the computation of the amount of interest owed.
SECTION 3.02 [Reserved].
SECTION 3.03 Certain Eurocurrency Rate and Other Provisions
under the Liquidity Agreement and Credit Agreement. If any Program Support
Provider is unable to provide Eurodollar loans, or experiences increased costs,
funding losses, increased capital costs, taxes, or other expenses pursuant to
Sections 5.1, 5.2, 5.3, 5.4, 5.5, and 5.6 of the Liquidity Agreement or
Sections 5.1, 5.2, 5.3, 5.4, 5.5, and 5.6 of the Credit Agreement, such amounts
shall be payable by RCFC to DTFC and by DTFC directly to such Program Support
Provider. DTFC agrees that any notices it receives from any Program Support
Provider pursuant to such sections shall be promptly remitted by DTFC to RCFC.
SECTION 3.04 Carrying Charges. Any amounts payable by RCFC
or DTFC under Section 3.03 shall constitute Carrying Charges within the meaning
of the Indenture.
ARTICLE IV
OTHER PAYMENT TERMS
SECTION 4.01 Time and Method of Payment. All amounts payable
to the Note Purchaser hereunder or with respect to the Series 1998-1 Notes
shall be made to the Collateral Agent for deposit to the Collateral Account by
wire transfer of immediately available funds in Dollars not later than 2:00
p.m., New York City time, on the date due. Any funds received after that time
will be deemed to have been received on the next Business Day. The Collateral
Agent shall distribute all payments to the Note Purchaser for deposit to the
Collateral Account prior to the close of business on the Business Day on which
any payment is deemed received.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES
SECTION 5.01 RCFC. RCFC represents and warrants to the Note
Purchaser that each of its representations and warranties in the Base
Indenture, the Master Lease and the other Related Documents is true and correct
and further represents and warrants that:
(a) 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, has occurred and is continuing;
(b) assuming the Note Purchaser is not purchasing
with a view toward further distribution and there has been no general
solicitation or general advertising within the meaning of the
Securities Act, the offer and sale of the Series 1998-1 Notes in the
manner contemplated by this Agreement is a transaction exempt from the
registration requirements of the Securities Act, and the Base
Indenture is not required to be qualified under the Trust Indenture
Act;
(c) RCFC has furnished to the Collateral Agent true,
accurate and (except as otherwise consented by the Collateral Agent)
complete copies of all other Related Documents (including all other
series supplements) to which it is a party as of the Series 1998-1
Closing Date, all of which Related Documents are in full force and
effect as of the Series 1998-1 Closing Date and no terms of any such
agreements or documents have been amended, modified or otherwise
waived as of such date; and
(d) the Commercial Paper Notes have been rated A-1
by Standard & Poor's, P-1 by Moody's, and D-1 by DCR both of which
ratings are in effect and neither of which ratings has been reduced or
withdrawn for any reason other than due to a downgrade or withdrawal
of the rating of a Liquidity Lender.
SECTION 5.02 Master Servicer. The Master Servicer represents
and warrants to the Note Purchaser that:
(a) each representation and warranty made by it in
the Master Lease and each Related Document to which it is a party
(including any representations and warranties made by it as Master
Servicer) is true and correct in all material respects as of the date
originally made and as of the Series 1998-1 Closing Date;
(b) the audited consolidated balance sheet of the
Master Servicer and its Consolidated Subsidiaries as of December 31,
1996 and the related statements of income, changes in stockholders
equity and cash flow as of and for the fiscal year ending on such date
(including in each case the schedules and notes thereto) (the
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"Financial Statements"), have been prepared in accordance with GAAP
and present fairly in all material respects the financial position of
the Master Servicer and its Consolidated Subsidiaries as of the dates
thereof and the results of their operations for the periods covered
thereby.
SECTION 5.03 Note Purchaser. The Note Purchaser represents
and warrants to RCFC and the Master Servicer, as of the date hereof (or as of a
subsequent date on which a successor or assign of the Note Purchaser shall
become a party hereto), that:
(a) it has had an opportunity to discuss RCFC's and
the Master Servicer's business, management and financial affairs, and
the terms and conditions of the proposed purchase, with RCFC and the
Master Servicer and their respective representatives;
(b) it is an "accredited investor" within the
meaning of Rule 501(a) of Regulation D under the Securities Act and
has sufficient knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of investing
in, and is able and prepared to bear the economic risk of investing
in, the Series 1998-1 Notes;
(c) it is purchasing the Series 1998-1 Notes for its
own account, or for the account of one or more "accredited investors"
within the meaning of Rule 501(a) of Regulation D under the Securities
Act that meet the criteria described in subsection (b) and for which
it is acting with complete investment discretion, for investment
purposes only and not with a view to distribution, subject,
nevertheless, to the understanding that the disposition of its
property shall at all times be and remain within its control;
(d) it understands that the Series 1998-1 Notes have
not been and will not be registered or qualified under the Securities
Act or any applicable state securities laws or the securities laws of
any other jurisdiction and are being offered only in a transaction not
involving any public offering within the meaning of the Securities Act
and may not be resold or otherwise transferred unless so registered or
qualified or unless an exemption from registration or qualification is
available, that RCFC is not required to register the Series 1998-1
Notes, and that any transfer must comply with provisions of Section
2.9 of the Base Indenture;
(e) it understands that the Series 1998-1 Notes will
bear the legend set out in the form of Series 1998-1 Notes attached as
Exhibit A to the Series 1998-1 Supplement and be subject to the
restrictions on transfer described in such legend;
(f) it will comply with all applicable federal and
state securities laws in connection with any subsequent resale of the
Series 1998-1 Notes;
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(g) it understands that the Series 1998-1 Notes may
be offered, resold, pledged or otherwise transferred with the Master
Servicer's prior written consent only (A) to RCFC, (B) in a
transaction meeting the requirements of Rule 144A under the Securities
Act, (C) outside the United States to a foreign person in a
transaction meeting the requirements of Regulation S under the
Securities Act, or (D) in a transaction complying with or exempt from
the registration requirements of the Securities Act and in accordance
with any applicable securities laws of any state of the United States
or any other jurisdiction;
(h) if it desires to offer, sell or otherwise
transfer, pledge or hypothecate the Series 1998- 1 Notes as described
in clause (B) or (D) of the preceding paragraph, the transferee of the
Series 1998-1 Notes will be required to deliver a certificate and may
under certain circumstances be required to deliver an opinion of
counsel, in each case, as described in the Base Indenture, reasonably
satisfactory in form and substance to the applicable seller, that an
exemption from the registration requirements of the Securities Act
applies to such offer, sale, transfer or hypothecation. Upon original
issuance thereof, and until such time as the same may no longer be
required under the applicable requirements of the Securities Act, the
certificate evidencing the Series 1998-1 Notes (and all securities
issued in exchange therefor or substitution thereof) shall bear a
legend substantially in the form of the Series 1998-1 Notes included
in the Series 1998-1 Supplement. The Note Purchaser understands that
the registrar and transfer agent for the Series 1998-1 Notes will not
be required to accept for registration of transfer the Series 1998-1
Notes acquired by it, except upon presentation of an executed letter
in this form; and
(i) it will obtain from any purchaser of the Series
1998-1 Notes substantially the same representations and warranties
contained in the foregoing paragraphs.
ARTICLE VI
CONDITIONS
SECTION 6.01 Conditions to Issuance. The Note Purchaser will
have no obligation to purchase the Series 1998-1 Notes hereunder unless:
(a) the Base Indenture shall be in full force and
effect; and
(b) at the time of such issuance, all conditions to
the issuance of the Series 1998-1 Notes under the Series 1998-1
Supplement and under Section 2.2 of the Base Indenture shall have been
satisfied.
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SECTION 6.02 Conditions to Initial Borrowing. The obligation
of the Note Purchaser to fund the initial Borrowing hereunder shall be subject
to the satisfaction of the conditions precedent that the Collateral Agent shall
have received duly executed and authenticated Series 1998-1 Notes registered in
its name and stating that the principal amount thereof shall not exceed the
Series 1998-1 Maximum Invested Amount.
SECTION 6.03 Conditions to Each Borrowing. The obligation of
the Note Purchaser to fund any Borrowing on any day (including the initial
Borrowing) shall be subject to the conditions precedent that on the date of the
Borrowing, before and after giving effect thereto and to the application of any
proceeds therefrom, the following statements shall be true:
(a) (i) the representations and warranties of RCFC
set out in this Agreement (with the exception of Sections 5.01(b) and
5.01(d), which shall have been true and accurate in all material
respects on the Series 1998-1 Closing Date), (ii) the representations
and warranties of the Master Servicer set out in this Agreement (with
the exception of Sections 5.02(a) and 5.02(b), which shall have been
true and accurate on the Series 1998-1 Closing Date), and (iii) the
representations and warranties of RCFC and the Master Servicer set out
in the Base Indenture and the other CP Program Documents and other
Related Documents to which each is a party (with the exception of
Sections 23.2, 23.3, 23.4 and 23.9 of the Master Lease, which shall
have been true and accurate on the Series 1998-1 Closing Date) shall,
in each such case, be true and accurate as of the date of the
Borrowing with the same effect as though made on that date (unless
stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct as of such
earlier date); provided that, with respect to the representations and
warranties of RCFC and the Master Servicer in the Base Indenture only,
and without limiting any representations and warranties of RCFC
contained in any other Related Document or CP Program Document, the
condition precedent set forth in this Section 6.03(a) shall be
satisfied if such representations and warranties are true and correct
in all material respects (to the extent such representation and
warranty does not contain a materiality limitation in its terms) on
the applicable date referred to in this Section 6.03(a);
(b) the Series 1998-1 Rapid Amortization Period has
not commenced;
(c) the Collateral Agent shall have received the
Monthly Noteholders' Statement for the Related Month immediately
preceding the date of such Borrowing and an executed advance request
in the form of Exhibit A hereto (each such request, an "Advance
Request") certifying as to the current Aggregate Asset Amount,
Enhancement Amount and CP Borrowing Base; and
(d) all conditions specified in Section 2.01 of this
Agreement shall have been satisfied.
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The giving of any notice pursuant to Section 2.02 shall
constitute a representation and warranty by RCFC and the Master Servicer that
all conditions precedent to such Borrowing have been satisfied.
ARTICLE VII
COVENANTS
SECTION 7.01 Covenants. RCFC and the Master Servicer each
severally covenants and agrees that, until the Series 1998-1 Notes have been
paid in full and the obligation of the Note Purchaser to make Advances have
terminated, it will:
(a) duly and timely perform and cause the Lessees to
duly and timely perform all of their respective covenants and
obligations under each Related Document to which it is a party;
(b) not and will cause the Lessees not to, except as
contemplated by Section 3.2(a) of the Base Indenture with respect to
the Master Lease or clauses (d) through (h) of Section 11.1 of the
Base Indenture, amend, modify, waive or give any approval, consent or
permission under, any provision of the Base Indenture or any other
Related Document to which it is a party unless any such amendment,
modification, waiver or other action is in writing and made in
accordance with the terms of the Base Indenture or such other Related
Document, as applicable;
(c) at the same time any report, notice or other
document is provided to the Rating Agencies and/or the Trustee, or
caused to be provided, by RCFC or the Master Servicer under the Base
Indenture (including, without limitation, under Sections 7.3, 7.10,
7.11 and/or 7.14 thereof), or by any of the Lessees or the Master
Servicer to RCFC under the Master Lease (including, without
limitation, under Section 24.4 thereof), provide the Collateral Agent
with a copy of such report, notice or other document; provided,
however, that neither the Master Servicer nor RCFC shall have any
obligation under this Section 7.01(c) to deliver to the Collateral
Agent copies of any (i) Monthly Noteholders' Statements which relate
solely to a series of Notes other than the Series 1998-1 Notes or (ii)
vehicle identification number listings;
(d) at any time and from time to time, following
reasonable prior notice from the Collateral Agent, and during regular
business hours, permit the Collateral Agent, or its agents,
representatives or permitted assigns, access to the offices of, the
Master Servicer, any Lessee and RCFC applicable, (i) to examine and
make copies of and abstracts from all documentation relating to the
Collateral on the same terms as are provided to the Trustee
under Section 7.8 of the Base Indenture, as applicable, and (ii) to
visit the offices and properties of, the Master Servicer, any Lessee
and RCFC for
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the purpose of examining such materials described in clause (i) above,
and to discuss matters relating to the Collateral, or the
administration and performance of the Base Indenture, the Series
1998-1 Supplement and the other Related Documents with any of the
officers or employees of, the Master Servicer, any Lessee and/or RCFC,
as applicable, having knowledge of such matters;
(e) [reserved];
(f) promptly upon becoming aware of any Potential
Amortization Event, Amortization Event, Potential Lease Event of
Default, Lease Event of Default, Potential Event of Default (as
defined in the CP Enhancement Letter of Credit Application and
Agreement) or Event of Default (as defined in the CP Enhancement
Letter of Credit Application and Agreement), provide the Liquidity
Agent and each of the Liquidity Lenders in the manner provided in
Section 11.2 of the Liquidity Agreement with written notice thereof;
(g) not amend any of its Organic Documents without
the prior written consent of the Required Liquidity Providers and each
of the Rating Agencies; and
(h) deliver to each of the Collateral Agent and the
Liquidity Agent in the manner provided in Section 9.04 of the
Collateral Agreement the notice required to be provided by RCFC to
each of the Trustee and the Master Collateral Agent regarding any
change in the location of its principal office or change in its name
pursuant to Section 7.21 of the Base Indenture simultaneously within
the time frame in which such notice is required to be delivered to the
Trustee and the Master Collateral Agent.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 8.01 Amendments. No amendment to or waiver of any
provision of this Agreement, nor consent to any departure by the Master
Servicer, RCFC or the Collateral Agent therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Master
Servicer, RCFC, the Collateral Agent and the Note Purchaser, and Rating Agency
confirmation shall have been obtained with respect thereto; provided, however,
that any amendment to or waiver of any provision of this Agreement, or any
consent to or any departure by the Master Servicer, RCFC or the Collateral
Agent herefrom shall not require Rating Agency confirmation to be obtained with
respect thereto if such amendment or waiver or any such consent or departure
herefrom is effected only to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein or
which is otherwise defective, or to make any other provisions with respect to
matters or
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questions arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement or the other CP Program Documents or other Related
Documents.
SECTION 8.02 No Waiver; Remedies. Any waiver, consent or
approval given by any party hereto shall be effective only in the specific
instance and for the specific purpose for which given, and no waiver by a party
of any breach or default under this Agreement shall be deemed a waiver of any
other breach or default. No failure on the part of any party hereto to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right
hereunder, or any abandonment or discontinuation of steps to enforce the right,
power or privilege, preclude any other or further exercise thereof or the
exercise of any other right. No notice to or demand on any party hereto in any
case shall entitle such party to any other or further notice or demand in the
same, similar or other circumstances. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
SECTION 8.03 Binding on Successors and Assigns. (a) This
Agreement shall be binding upon, and inure to the benefit of, RCFC, the Master
Servicer, the Collateral Agent, the Note Purchaser and their respective
successors and assigns; provided, however, that neither RCFC nor the Master
Servicer may assign its rights or obligations hereunder or in connection
herewith or any interest herein (voluntarily, by operation of law or otherwise)
without the prior written consent of the Note Purchaser and provided, further,
that the Note Purchaser may not transfer, pledge, assign, sell participations
in or otherwise encumber its rights or obligations hereunder or in connection
herewith or any interest herein except as permitted under this section.
Nothing expressed herein is intended or shall be construed to give any Person
other than the Persons referred to in the preceding sentence any legal or
equitable right, remedy or claim under or in respect of this Agreement.
(b) Notwithstanding any other provision set forth in this
Agreement, the Note Purchaser may at any time grant to one or more Program
Support Providers a participating interest in or lien on the Note Purchaser's
interests in the Advances made hereunder and such Program Support Provider,
with respect to its participating interest, shall be entitled to the benefits
of the Note Purchaser under this Agreement.
SECTION 8.04 Survival of Agreement. All covenants,
agreements, representations and warranties made herein and in the Series 1998-1
Notes delivered pursuant hereto shall survive the making and the repayment of
the Advances and the execution and delivery of this Agreement and the Series
1998-1 Notes and shall continue in full force and effect until all interest and
principal on the Series 1998-1 Notes and other amounts owed hereunder have been
paid in full and the commitment of the Note Purchaser hereunder has been
terminated. In addition, the obligations of RCFC and DTFC under Section 3.03
shall survive the termination of this Agreement.
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SECTION 8.05 Payment of Costs and Expenses; Indemnification.
(a) Payment of Costs and Expenses. RCFC agrees to pay on demand (or reimburse)
all reasonable expenses of the Note Purchaser (including the reasonable fees
and out-of-pocket expenses of counsel to the Note Purchaser, if any, who may be
retained by counsel to the Note Purchaser) in connection with
(i) the negotiation, preparation, execution, delivery and
administration of this Agreement and of each other Related Document,
including schedules and exhibits, and any amendments, waivers,
consents, supplements or other modifications to this Agreement or any
other Related Document as may from time to time hereafter be proposed,
whether or not the transactions contemplated hereby or thereby are
consummated, and
(ii) the consummation and performance of the transactions
contemplated by this Agreement, the CP Program Documents and the other
Related Documents, including, without limitation, fees, costs,
expenses and indemnities for the Collateral Agent, Liquidity Agent,
each Liquidity Lender, each Dealer, and the Depositary.
RCFC further agrees to pay, and to save the Note Purchaser harmless from all
liability for, (i) any breach by RCFC of its obligations under this Agreement
(ii) all reasonable costs incurred by the Note Purchaser in enforcing this
Agreement and (iii) any stamp, documentary or other taxes which may be payable
in connection with the execution or delivery of this Agreement, any Borrowing
hereunder, or the issuance of the Series 1998-1 Notes or any other Related
Documents. RCFC also agrees to reimburse the Note Purchaser upon demand for
all reasonable out-of-pocket expenses incurred by the Note Purchaser in
connection with (x) the negotiation of any restructuring or "work-out", whether
or not consummated, of the Related Documents and (y) the enforcement of the
Related Documents.
(b) Indemnification. In consideration of the execution and
delivery of this Agreement by the Note Purchaser, RCFC hereby indemnifies and
holds the Note Purchaser, the Collateral Agent, and each of their respective
officers, directors, employees and agents (collectively, the "Indemnified
Parties") harmless from and against any and all actions, causes of action,
suits, losses, costs, liabilities and damages, and reasonable expenses incurred
in connection therewith (irrespective of whether any such Indemnified Party is
a party to the action for which indemnification hereunder is sought and
including, without limitation, any liability in connection with the offering
and sale of the Series 1998-1 Notes), including reasonable attorneys' fees and
disbursements (collectively, the "Indemnified Liabilities"), incurred by the
Indemnified Parties or any of them (whether in prosecuting or defending against
such actions, suits or claims) as a result of, or arising out of, or relating
to
(i) any transaction financed or to be financed in whole
or in part, directly or indirectly, with the proceeds of any Advance;
or
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(ii) the entering into and performance of this Agreement
and any other Related Document by any of the Indemnified Parties,
except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's
gross negligence or willful misconduct. If and to the extent that the
foregoing undertaking may be unenforceable for any reason, RCFC hereby agrees
to make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law. The
indemnity set forth in this Section 8.05(b) shall in no event include
indemnification for any taxes (which indemnification is provided in Section
3.03). RCFC shall give notice to the Rating Agencies of any claim for
Indemnified Liabilities made under this Section.
(c) Carrying Charges. All expenses payable under this Section
8.05 shall constitute Carrying Charges within the meaning of the Indenture.
SECTION 8.06 Characterization as Related Document; Entire
Agreement. This Agreement shall be deemed to be a Related Document for all
purposes of the Base Indenture and the other Related Documents. This
Agreement, together with the Base Indenture, the Series 1998-1 Supplement, the
documents delivered pursuant to Section 6.01 and the other Related Documents,
including the exhibits and schedules thereto, contains a final and complete
integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement among the
parties hereto with respect to the subject matter hereof, superseding all
previous oral statements and other writings with respect thereto.
SECTION 8.07 Notices. All notices, amendments, waivers,
consents and other communications provided to any party hereto under this
Agreement shall be in writing and addressed, delivered or transmitted to such
party at its address or facsimile number set forth below its signature hereto
or at such other address or facsimile number as may be designated by such party
in a notice to the other parties. Any notice, if mailed and properly addressed
with postage prepaid or if properly addressed and sent by pre-paid courier
service, shall be deemed given when received; any notice, if transmitted by
facsimile, shall be deemed given when transmitted upon receipt of electronic
confirmation of transmission.
SECTION 8.08 Severability of Provisions. Any covenant,
provision, agreement or term of this Agreement that is prohibited or is held to
be void or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of the prohibition or unenforceability without
invalidating the remaining provisions of this Agreement.
SECTION 8.09 Tax Characterization. Each party to this
Agreement (a) acknowledges that it is the intent of the parties to this
Agreement that, for accounting purposes and for all federal, state and local
income and franchise tax purposes, the Series 1998-1 Notes
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will be treated as evidence of indebtedness issued by RCFC, (b) agrees to treat
the Series 1998-1 Notes for all such purposes as indebtedness and (c) agrees
that the provisions of the Related Documents shall be construed to further
these intentions.
SECTION 8.10 No Proceedings; Limited Recourse. (a) RCFC.
Each of DTAG, the Collateral Agent (solely in its capacity as such) and the
Note Purchaser (solely in its capacity as such) hereby covenants and agrees
that, prior to the date which is one year and one day after the payment in full
of any Notes issued by RCFC pursuant to the Base Indenture, it will not
institute against, or join with any other Person in instituting against, RCFC,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any Federal or state bankruptcy or
similar law, all as more particularly set forth in Section 12.16 of the Base
Indenture and subject to any retained rights set forth therein; provided,
however, that nothing in this Section 8.10(a) shall constitute a waiver of any
right to indemnification, reimbursement or other payment from RCFC pursuant to
this Agreement, the Series 1998-1 Supplement or the Base Indenture. In the
event that DTAG, the Collateral Agent (solely in its capacity as such) or the
Note Purchaser (solely in its capacity as such) takes action in violation of
this Section 8.10(a), RCFC agrees that it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such a petition by
any such Person against RCFC or the commencement of such action and raise the
defense that such Person has agreed in writing not to take such action and
should be estopped and precluded therefrom and such other defenses, if any, as
its counsel advises that it may assert. The provisions of this Section 8.10(a)
shall survive the termination of this Agreement and the resignation or removal
of the Collateral Agent. Nothing contained herein shall preclude participation
by DTAG, the Collateral Agent or the Note Purchaser in assertion or defense of
its claims in any such proceeding involving RCFC. The obligations of RCFC
under this Agreement are solely the corporate obligations of RCFC. No recourse
shall be had for the payment of any amount owing in respect of this Agreement,
including the payment or any fee hereunder or any other obligation or claim
arising out of or based upon this Agreement, against any stockholder, employee,
officer, director, affiliate or incorporator of RCFC; provided, however,
nothing in this Section 8.10(a) shall relieve any of the foregoing Persons from
any liability which any such Person may otherwise have for its gross negligence
or willful misconduct. In addition, each of the parties hereto agree that all
fees, expenses and other costs payable hereunder by RCFC shall be payable only
to the extent set forth in Section 12.17 of the Base Indenture and that all
other amounts owed to them by RCFC shall be payable solely from amounts that
become available for payment pursuant to the Base Indenture and the Series
1998-1 Supplement.
(b) DTFC. Each of RCFC, the Master Servicer and the
Collateral Agent (solely in its capacity as such), hereby covenants and agrees
that it will not, and the Master Servicer will cause the Lessees not to, prior
to the date which is one year and one day after the payment in full of the
latest maturing Commercial Paper Notes, institute against, or join with any
other Person in instituting against, DTFC, any bankruptcy, reorganization,
arrangement,
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insolvency or liquidation proceedings, or other proceedings under any federal
or state bankruptcy or similar law, subject to any retained rights set forth
therein; provided, however, that nothing in this Section 8.10(b) shall
constitute a waiver of any right to indemnification, reimbursement or other
payment from DTFC pursuant to the Collateral Agreement or other CP Program
Document or other Related Document. In the event that RCFC, the Master
Servicer, the Collateral Agent (solely in its capacity as such) or any of the
Lessees takes action in violation of this Section 8.10(b), DTFC agrees that it
shall file an answer with the bankruptcy court or otherwise properly contest
the filing of such a petition by any such Person against DTFC or the
commencement of such action and raise the defense that such Person has agreed
in writing not to take such action and should be estopped and precluded
therefrom and such other defenses, if any, as its counsel advises that it may
assert. The provisions of this Section 8.10(b) shall survive the termination
of this Agreement and the resignation or removal of the Collateral Agent.
Nothing contained herein shall preclude participation by RCFC, the Master
Servicer, the Collateral Agent or any Lessee in assertion or defense of its
claims in any such proceeding involving DTFC. The obligations of DTFC under
this Agreement are solely the corporate obligations of DTFC. No recourse shall
be had for the payment of any amount owing in respect of this Agreement,
including the payment or any fee hereunder or any other obligation or claim
arising out of or based upon this Agreement, against any stockholder, employee,
officer, director, affiliate or incorporator of DTFC; provided, however,
nothing in this Section 8.10(b) shall relieve any of the foregoing Persons from
any liability which any such Person may otherwise have for its gross negligence
or willful misconduct.
SECTION 8.11 Confidentiality. Each of the Collateral Agent
and the Note Purchaser agrees that it shall not disclose any Confidential
Information to any Person without the prior written consent of DTFC, the Master
Servicer, RCFC and the applicable Lessee. Notwithstanding anything herein to
the contrary, the foregoing shall not be construed to prohibit any party hereto
from (i) disclosing any and all information that is or becomes publicly known
through no fault of a Secured Party, (ii) disclosure of any and all information
(which makes reference to RCFC or DTFC or this transaction) obtained by any
Secured Party from sources (other than RCFC or DTFC) that have not notified the
Secured Party or Parties that such information is subject to a confidentiality
obligation with RCFC or DTFC (iii) disclosing any and all information (A) if
required to do so by any applicable statute, law, rule or regulation, (B) to
any government agency or regulatory body having or claiming authority to
regulate or oversee any aspects of a Secured Party's business or that of its
Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar
demand or request of any court, regulatory authority, arbitrator or arbitration
to which any Secured Party or an Affiliate or an officer, director or employee
thereof is a party, (D) in any preliminary or final offering circular,
registration statement or contract or other document pertaining to the
transactions contemplated herein approved in advance by RCFC or DTFC or (E) to
any Affiliate, independent or internal auditor, agent, employee or attorney of
any Secured Party having a need to know the same, provided that the Secured
Party advises such recipient of the
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confidential nature of the information being disclosed or (iv) any other
disclosure authorized by RCFC or DTFC.
"Confidential Information" means information that DTFC, RCFC, the
Master Servicer or the applicable Lessee furnishes to the Collateral Agent or
the Note Purchaser on a confidential basis, but does not include any such
information that is or becomes generally available to the public other than as
a result of a disclosure by the Collateral Agent or the Note Purchaser or other
Person to which the Collateral Agent or the Note Purchaser delivered such
information or that is or becomes available to the Collateral Agent or the Note
Purchaser from a source other than DTFC, RCFC, the Master Servicer or
applicable Lessee, provided that such source is not (1) known to the Collateral
Agent or the Note Purchaser to be bound by a confidentiality agreement with
DTFC, RCFC, the Master Servicer or the applicable Lessee, as the case may be,
or (2) known to the Collateral Agent or the Note Purchaser to be otherwise
prohibited from transmitting the information by a contractual, legal or
fiduciary obligation.
SECTION 8.12 Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.
SECTION 8.13 Counterparts. This Agreement may be executed in
any number of counterparts (which may include facsimile) and by the different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original, and all of which together shall constitute one and
the same instrument.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers and delivered
as of the day and year first above written.
RENTAL CAR FINANCE CORP.
By:
------------------------------------
Name:
Title:
Address: 0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
DOLLAR THRIFTY AUTOMOTIVE GROUP,
INC.
By:
------------------------------------
Name:
Title:
Address: 0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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DOLLAR THRIFTY FUNDING CORP.
By:
------------------------------------
Name:
Title:
Address: 0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. XxXxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
COMMITMENT AMOUNT: $615,000,000
PERCENTAGE: 100%
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Acknowledged and Accepted:
BANKERS TRUST COMPANY,
as Collateral Agent
By:
-----------------------------
Name:
Title:
Address: 0 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Commercial Paper Group
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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EXHIBIT A
to Note Purchase Agreement
FORM OF ADVANCE REQUEST
Bankers Trust Company,
as Collateral Agent under
the Note Purchase Agreement
referred to below
0 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Ladies and Gentlemen:
This Advance Request is delivered to you pursuant to Section 6.03(c)
of that certain Note Purchase Agreement, dated as of March 4, 1998 (as amended,
supplemented, restated or otherwise modified from time to time, the "Note
Purchase Agreement"), among Rental Car Finance Corp., an Oklahoma corporation
("RCFC"), Dollar Thrifty Automotive Group, Inc., a Delaware corporation, as
Master Servicer ("DTAG", and in such capacity, the "Master Servicer"), Dollar
Thrifty Funding Corp., an Oklahoma corporation ("DTFC"), and Bankers Trust
Company, a New York banking corporation, as the Collateral Agent (in such
capacity, the "Collateral Agent"). Unless otherwise defined herein or as the
context otherwise requires, terms used herein have the meaning assigned thereto
under Section 1.01 of the Note Purchase Agreement.
The undersigned hereby requests that an Advance be made in the
aggregate principal amount of $___________ on ____________, 19___.
The undersigned hereby certifies that (i) the Aggregate Asset Amount
as of the date hereof is an amount equal to $______________ , (ii) the
Enhancement Amount as of the date hereof is an amount equal to $______________
and (iii) the CP Borrowing Base as of the date hereof is an amount equal to
$________.
The undersigned hereby acknowledges that the delivery of this Advance
Request and the acceptance by undersigned of the proceeds of the Advance
requested hereby constitute a representation and warranty by the undersigned
that, on the date of such Advance, and before and after giving effect thereto
and to the application of the proceeds therefrom, all conditions
25
set forth in Section 6.03 of the Note Purchase Agreement have been satisfied
and all statements set forth in Section 5.01 of the Note Purchase Agreement are
true and correct.
The undersigned agrees that if prior to the time of the Advance
requested hereby any matter certified to herein by it will not be true and
correct at such time as if then made, it will immediately so notify both you
and the Note Purchaser. Except to the extent, if any, that prior to the time
of the Advance requested hereby you and the Note Purchaser shall receive
written notice to the contrary from the undersigned, each matter certified to
herein shall be deemed once again to be certified as true and correct at the
date of such Advance as if then made.
Please wire transfer the proceeds of the Advance to the following
account pursuant to the following instructions:
[insert payment instructions]
The undersigned has caused this Advance Request to be executed and
delivered, and the certification and warranties contained herein to be made,
by its duly Authorized Officer this ____ day of __________, 19___.
RENTAL CAR FINANCE CORP.
By:
------------------------------------
Title:
------------------------------
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