8-K 1 form8k06152007.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

June 15, 2007

Date of Report (Date of earliest event reported)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13647	73-1356520
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

5330 East 31st Street, Tulsa, Oklahoma 74135

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (918) 660-7700

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17

CFR 240.13e-4(c))

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 15, 2007, Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”), entered into $600 million in new senior secured credit facilities (the “Senior Secured Credit Facilities”) comprised of a $350 million revolving credit facility (the “Revolving Credit Facility”) and a $250 million term loan B (the “Term Loan”) with Deutsche Bank Trust Company Americas, The Bank of Nova Scotia, Deutsche Bank Securities Inc. and various other financial institutions as are or may become parties thereto (collectively, the “Lenders”). Certain of the Lenders or their affiliates are also participants in other credit facilities of the Company. The Senior Secured Credit Facilities contain certain financial and other covenants, including certain limitations on capital spending, cash dividends and share repurchases, and are collateralized by a first priority lien on substantially all material non-vehicle assets of the Company. Interest rates on loans under the Senior Secured Credit Facilities are, at the option of the Company, based on either prime rates, which are payable quarterly, or Eurodollar rates, which are payable based on an elected interest period of one, two, three or six months. The occurrence of adverse events such as noncompliance with covenants or nonpayment of interest and principal could result in acceleration of timing of payments under the Senior Secured Credit Facilities.

The Revolving Credit Facility, which replaces the Company’s existing $300 million revolving credit facility, expires on June 15, 2013, and will be used to provide working capital borrowings and letters of credit. There are no sublimits on the amounts of working capital or letters of credit available under the Revolving Credit Facility.

The Term Loan, which was funded at the closing of the transaction, expires on June 15, 2014, and will be used to reduce vehicle debt, to pay related fees and expenses and for general corporate purposes. The Term Loan requires minimum quarterly principal payments beginning in September 2007, and depending on the occurrence of certain events and cash flows, the required principal payments could be increased.

In connection with the Senior Secured Credit Facilities, all of the existing letters of credit relating to the Company’s asset-backed securitization facilities were replaced with new letters of credit issued by Deutsche Bank Trust Company Americas.

The foregoing description of the Senior Secured Credit Facilities is qualified in its entirety by reference to the documents attached hereto as Exhibit 4.179 through Exhibit 4.184 and Exhibit 10.143 and are incorporated herein by reference.

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

Information responsive to this Item is incorporated by reference from the responses made in Item 1.01.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits

Exhibit No.

Description

4.179

CP Enhancement Letter of Credit Application and Agreement dated as of June 15, 2007 among Dollar Thrifty Funding Corp., DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas (Series 1998-1)

4.180

Enhancement Letter of Credit Application and Agreement dated as of June 15, 2007 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas (Series 2000-1)

4.181

4.182

4.183

4.184

10.143

Credit Agreement dated as of June 15, 2007 among Dollar Thrifty Automotive Group, as the borrower, various financial institutions as are or may become parties thereto, Deutsche Bank Trust Company Americas, as the administrative agent, The Bank of Nova Scotia, as the syndication agent, and Deutsche Bank Securities Inc. and The Bank of Nova Scotia as the joint lead arrangers and joint bookrunners

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Registrant)

June 20, 2007

By:

/s/ STEVEN B. HILDEBRAND

Steven B. Hildebrand

Senior Executive Vice President, Chief Financial

Officer, Principal Financial Officer and Principal

Accounting Officer

INDEX TO EXHIBITS