Dollar Thrifty Automotive Group Inc Sample Contracts

Dollar Thrifty Automotive Group Inc – DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. BYLAWS (November 20th, 2012)
Dollar Thrifty Automotive Group Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. (November 20th, 2012)

SECOND:  The Corporation’s registered office in the State of Delaware is Registered Agent Solutions, Inc., 1679 S. DuPont Hwy., Suite 100, in the City of Dover, County of Kent, 19901.

Dollar Thrifty Automotive Group Inc – Confidential Treatment Requested by Dollar Thrifty Automotive Group, Inc. September 28, 2012 DTG Operations, Inc. 5330 E. 31st Street Tulsa, Ok 74135 Dear Mr. Arrington: (November 8th, 2012)

This letter confirms the agreement (“Agreement”) between DTG Operations, Inc. (“DTG”) and General Motors, LLC (“GM”) regarding DTG’s purchase or lease of GM 2013 model year vehicles under i) the 2013 MY Daily Rental Purchase Program, ii) the 2013 MY National Fleet Purchase Program, and iii) other incentive programs available to DTG.

Dollar Thrifty Automotive Group Inc – Press Release (November 1st, 2012)

Tulsa, Oklahoma, November 1, 2012:  Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) today reported results for the third quarter ended September 30, 2012.  In conjunction with its earnings release, the Company announced that it would not be holding a conference call to review the results of the quarter in light of its pending merger with Hertz, and the related FTC approval efforts that are being directed by Hertz.  Net income for the 2012 third quarter was $55.5 million, or $1.91 per diluted share, compared to net income of $66.6 million, or $2.13 per diluted share, for the third quarter of 2011.  The Company also reported Corporate Adjusted EBITDA for the third quarter of 2012 of $98.2 million, compared to $117.6 million in the third quarter of 2011.

Dollar Thrifty Automotive Group Inc – GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE (September 26th, 2012)

WHEREAS, the Lead Plaintiff initiated the present action on May 5, 2010, following the April 25, 2010 announcement by Dollar Thrifty Automotive Group, Inc. (“Dollar Thrifty”) and Hertz Global Holdings, Inc. (“Hertz”) that they had entered into a merger agreement (the “Merger Agreement”), pursuant to which Hertz would acquire Dollar Thrifty for cash and stock worth $41 per share (the “Proposed Merger”), and following the public filing on May 3, 2010, of a letter from Avis Budget Group, Inc. expressing interest in potentially making a competing offer;

Dollar Thrifty Automotive Group Inc – HERTZ AND DOLLAR THRIFTY ANNOUNCE DEFINITIVE MERGER AGREEMENT (August 27th, 2012)

PARK RIDGE, N.J., and TULSA, Okla., August 26, 2012 – Hertz Global Holdings, Inc. (NYSE: HTZ) and Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) today announced that they have entered into a definitive merger agreement under which Hertz would acquire Dollar Thrifty for $87.50 per share in cash in a transaction valued at a corporate enterprise value of approximately $2.3 billion.

Dollar Thrifty Automotive Group Inc – AGREEMENT AND PLAN OF MERGER by and among HERTZ GLOBAL HOLDINGS, INC. HDTMS, INC. DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AUGUST 26, 2012 (August 27th, 2012)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 26, 2012, is by and among Hertz Global Holdings, Inc., a Delaware corporation (“Parent”), HDTMS, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”).

Dollar Thrifty Automotive Group Inc – AMENDMENT NO. 2 TO MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP VIII), dated as of June 15, 2012 among RENTAL CAR FINANCE CORP., as Lessor, DTG OPERATIONS, INC., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Guarantor and Master Servicer (August 2nd, 2012)

This Amendment No. 2 to the Group VIII Lease (as defined below), dated as of June 15, 2012 (the “Amendment”), by and among  Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Permitted Lessees from time to time becoming Lessees and Servicers pursuant to Section 28 of the Group VIII Lease (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).

Dollar Thrifty Automotive Group Inc – VEHICLE SUPPLY AGREEMENT (August 2nd, 2012)

This Vehicle Supply Agreement ("Agreement") is made this 2nd day of May, 2012 between Chrysler Group LLC ("Chrysler") and Dollar Thrifty Automotive Group, Inc., for itself and on behalf of its subsidiaries (“DTG”).  Chrysler and DTG shall be collectively referred to as the "Parties".

Dollar Thrifty Automotive Group Inc – AMENDMENT NO. 1 TO MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP VIII), dated as of May 18, 2012 among RENTAL CAR FINANCE CORP., as Lessor, DTG OPERATIONS, INC., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Guarantor and Master Servicer (August 2nd, 2012)

This Amendment No. 1 to the Group VIII Lease (as defined below), dated as of May 18, 2012 (the “Amendment”), by and among  Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Permitted Lessees from time to time becoming Lessees and Servicers pursuant to Section 28 of the Group VIII Lease (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).

Dollar Thrifty Automotive Group Inc – AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP VII), dated as of June 15, 2012 among RENTAL CAR FINANCE CORP., as Lessor, DTG OPERATIONS, INC., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Guarantor and Master Servicer (August 2nd, 2012)

This Amendment No. 2 to the Group VII Lease (as defined below), dated as of June 15, 2012 (the “Amendment”), by and among  Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Permitted Lessees from time to time becoming Lessees and Servicers pursuant to Section 28 of the Group VII Lease (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).

Dollar Thrifty Automotive Group Inc – AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP VII), dated as of May 18, 2012 among RENTAL CAR FINANCE CORP., as Lessor, DTG OPERATIONS, INC., as Lessee and Servicer, those Permitted Lessees from time to time becoming Lessees and Servicers thereunder and DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Guarantor and Master Servicer (August 2nd, 2012)

This Amendment No. 1 to the Group VII Lease (as defined below), dated as of May 18, 2012 (the “Amendment”), by and among  Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations Inc., an Oklahoma corporation (“DTG Operations”), and those Permitted Lessees from time to time becoming Lessees and Servicers pursuant to Section 28 of the Group VII Lease (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee, and DTAG are collectively referred to herein as the “Parties”).

Dollar Thrifty Automotive Group Inc – Press Release (August 1st, 2012)

Tulsa, Oklahoma, August 1, 2012:  Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) today reported results for the second quarter ended June 30, 2012.  Net income for the 2012 second quarter was $49.4 million, or $1.69 per diluted share, compared to net income of $42.5 million, or $1.36 per diluted share, for the second quarter of 2011.  The Company also reported Corporate Adjusted EBITDA for the second quarter of 2012 of $88.3 million, up from $81.2 million in the second quarter of 2011.

Dollar Thrifty Automotive Group Inc – DOLLAR THRIFTY AUTOMOTIVE GROUP SIGNS LONG-TERM VEHICLE SUPPLY AGREEMENT WITH CHRYSLER GROUP (June 25th, 2012)

TULSA, Okla., June 25, 2012:  Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) today announced that it signed a multi-year vehicle supply agreement with Chrysler Group, LLC “Chrysler Group.” The agreement will allow Dollar Thrifty to source a portion of its annual vehicle purchases through Chrysler Group's 2015 program year.

Dollar Thrifty Automotive Group Inc – FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN AND DIRECTOR EQUITY PLAN (June 8th, 2012)

The Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan adopted by the Board of Directors of Dollar Thrifty Automotive Group, Inc. (“DTAG”) on December 9, 2008 and amended effective March 31, 2009, May 14, 2009, and April 2, 2012, and originally adopted by the stockholders of DTAG on May 20, 2005 (the “Plan”), is hereby further amended as follows effective April 2, 2012, subject to stockholder approval as provided below:

Dollar Thrifty Automotive Group Inc – DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. FIFTH AMENDED AND RESTATED BY-LAWS (June 8th, 2012)
Dollar Thrifty Automotive Group Inc – THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN AND DIRECTOR EQUITY PLAN (May 9th, 2012)

The Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan adopted by the Board of Directors of Dollar Thrifty Automotive Group, Inc. (“DTAG”) on December 9, 2008 and amended by the Board effective March 31, 2009 and May 14, 2009, and originally adopted by the stockholders of DTAG on May 20, 2005 (the “Plan”), is hereby amended as follows effective April 2, 2012.

Dollar Thrifty Automotive Group Inc – AMENDMENT 02 TO THE SERVICES AGREEMENT between Dollar Thrifty Automotive Group, Inc. and HP Enterprise Services LLC for (May 9th, 2012)

This Amendment number one (02) to the Services Agreement, including all attachments, exhibits, and schedules attached hereto and incorporated herein by reference (collectively, “Amendment 02”) is entered into as of the last date executed by the Parties (the “Amendment 02 Effective Date”), by and between Dollar Thrifty Automotive Group, Inc. (“Customer”), and HP Enterprise Services LLC (“Provider”).

Dollar Thrifty Automotive Group Inc – Press Release (May 9th, 2012)

Tulsa, Oklahoma, May 9, 2012:  Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) today reported results for the first quarter ended March 31, 2012.  Net income for the 2012 first quarter was $40.4 million, or $1.35 per diluted share, compared to net income of $16.5 million, or $0.53 per diluted share for the first quarter of 2011.   The Company also reported Corporate Adjusted EBITDA for the first quarter of 2012 of $76.8 million, compared to $36.3 million in the first quarter of 2011.

Dollar Thrifty Automotive Group Inc – Press Release (April 23rd, 2012)

Tulsa, Oklahoma, April 23, 2012:  Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) today provided preliminary guidance on expected results for the first quarter of 2012.  Additionally, the Company provided an update on earnings per share and Corporate Adjusted EBITDA expectations for the full year of 2012.

Dollar Thrifty Automotive Group Inc – PARENT GUARANTEE (March 15th, 2012)

BNY TRUST COMPANY OF CANADA, in its capacity as indenture trustee (together with its successors and permitted assigns in such capacity, the “Indenture Trustee”) under a trust indenture dated as of the date hereof (such trust indenture as it may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”);

Dollar Thrifty Automotive Group Inc – DTAG CANADA GUARANTEE (March 15th, 2012)

WHEREAS Dollar Thrifty Automotive Group Canada Inc. (together with its successors and assigns, the “Guarantor”) and 2240919 Ontario Inc. have entered into a sixth amended and restated limited partnership agreement made as of the date hereof (the “Funding LP Partnership Agreement”) relating to TCL Funding Limited Partnership (together with its successors and assigns, “Funding LP”);

Dollar Thrifty Automotive Group Inc – SERIES 2012-1 INDENTURE SUPPLEMENT Dated as of March 9, 2012 to INDENTURE Dated as of March 9, 2012 TCL FUNDING LIMITED PARTNERSHIP as Funding LP and Servicer - and – DTGC CAR RENTAL LIMITED PARTNERSHIP as Rental LP - and - BNY TRUST COMPANY OF CANADA as Indenture Trustee (March 15th, 2012)

This SERIES 2012-1 INDENTURE SUPPLEMENT (this “Indenture Supplement”), by and between TCL FUNDING LIMITED PARTNERSHIP, a limited partnership formed under the law of the Province of Ontario (“Funding LP” and “Servicer”) DTGC CAR RENTAL LIMITED PARTNERSHIP, a limited partnership formed under the law of the Province of Ontario (“Rental LP”) and BNY TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada, in its capacity as indenture trustee under the Indenture (in such capacity, together with its successors and permitted assigns in such capacity, the “Indenture Trustee”), is made and entered into as of March 9, 2012.

Dollar Thrifty Automotive Group Inc – SERIES 2012-1 NOTE PURCHASE AGREEMENT dated as of March 9, 2012 TCL FUNDING LIMITED PARTNERSHIP as Funding LP - and - DOLLAR THRIFTY AUTOMOTIVE GROUP CANADA INC. as DTAG Canada - and - BNY TRUST COMPANY OF CANADA, in its capacity as trustee of RIDGE TRUST - and - COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of KING STREET FUNDING TRUST (March 15th, 2012)
Dollar Thrifty Automotive Group Inc – TRUST INDENTURE dated as of March 9, 2012 TCL FUNDING LIMITED PARTNERSHIP as Funding LP - and - DTGC CAR RENTAL LIMITED PARTNERSHIP as Rental LP - and - BNY TRUST COMPANY OF CANADA as Indenture Trustee (March 15th, 2012)
Dollar Thrifty Automotive Group Inc – RESTRICTED STOCK UNITS GRANT AGREEMENT (February 28th, 2012)

THIS RESTRICTED STOCK UNITS GRANT AGREEMENT (this "Agreement") is dated the ____day of _______, 20___, between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the "Company"), and _____________________ (the "Non-Employee Director").

Dollar Thrifty Automotive Group Inc – RETIREMENT AND CONSULTING AGREEMENT (February 28th, 2012)

This  Retirement and Consulting Agreement (this “Agreement”) is made and entered into this 15th day of December, 2011, by and between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”), and R. Scott Anderson (“Executive”).

Dollar Thrifty Automotive Group Inc – SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED EMPLOYMENT CONTINUATION PLAN FOR KEY EMPLOYEES (February 28th, 2012)

The Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc., effective as of December 9, 2008, as amended March 24, 2010 (the “Plan”) is hereby amended effective December 9, 2011 as follows:

Dollar Thrifty Automotive Group Inc – AMENDMENT NO. 2 TO SERIES 2011-2 SUPPLEMENT dated as of February 23, 2012 between RENTAL CAR FINANCE CORP., an Oklahoma corporation and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (February 28th, 2012)

This Amendment No. 2 to Series 2011-2 Supplement dated as of February 23, 2012 (“Amendment”), between Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”) (RCFC and the Trustee are collectively referred to herein as the “Parties”).

Dollar Thrifty Automotive Group Inc – PERFORMANCE UNITS GRANT AGREEMENT (February 28th, 2012)

THIS PERFORMANCE UNITS GRANT AGREEMENT (this “Agreement”) is made effective as of the _____ day of __________________, 20__ (the “Effective Date”), between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“Company”) and ____________(the “Employee”).

Dollar Thrifty Automotive Group Inc – AMENDMENT NO. 2 TO SERIES 2011-1 SUPPLEMENT dated as of February 23, 2012 between RENTAL CAR FINANCE CORP., an Oklahoma corporation and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (February 28th, 2012)

This Amendment No. 2 to Series 2011-1 Supplement dated as of February 23, 2012 (“Amendment”), between Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”) (RCFC and the Trustee are collectively referred to herein as the “Parties”).

Dollar Thrifty Automotive Group Inc – Dollar Thrifty Automotive Group, Inc 2012 Executive Incentive Compensation Plan (February 28th, 2012)

This 2012 Executive Incentive Compensation Plan (the “2012 Plan”) is designed to motivate and reward executives for goal and objective achievement and for contributing to the overall performance of Dollar Thrifty Automotive Group, Inc. and its subsidiaries (“DTG” or, collectively, the “Company”) for the year 2012.

Dollar Thrifty Automotive Group Inc – SECURITY AGREEMENT (February 21st, 2012)

THIS SECURITY AGREEMENT dated as of February [__], 2012 (as amended, modified, restated or supplemented from time to time, the “Security Agreement”) is entered into by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).

Dollar Thrifty Automotive Group Inc – AMENDMENT NO. 4 TO SERIES 2007-1 SUPPLEMENT dated as of February 16, 2012 between RENTAL CAR FINANCE CORP., an Oklahoma corporation and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (February 21st, 2012)

This Amendment No. 4 to Series 2007-1 Supplement dated as of February 16, 2012 (“Amendment”), between Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”) (RCFC and the Trustee are collectively referred to herein as the “Parties”).

Dollar Thrifty Automotive Group Inc – Press Release (February 21st, 2012)

TULSA, Okla., February 21, 2012 -- Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) today announced that its Board of Directors has approved an amendment to the Company's shareholder rights plan ("Rights Plan"), which was originally adopted May 18, 2011, and under which Dollar Thrifty shareholders will receive rights to purchase shares of a new series of preferred stock in certain circumstances.  The Rights Plan was adopted to deter any attempt to obtain control of the Company in a manner or on terms that are not in the best interests of the Company and all shareholders.