Delaware
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1-13647
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73-1356520
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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10.246
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Tenth Amendment to Credit Agreement, dated as of September 23, 2011, among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent and letter of credit issuer, and various financial institutions party thereto
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99.1
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Press release of Dollar Thrifty Automotive Group, Inc. dated September 26, 2011: Dollar Thrifty Automotive Group Amends Senior Secured Credit Facility, Authorizes $400 Million Share Repurchase Program
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
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(Registrant)
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September 26, 2011
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By:
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/s/ H. CLIFFORD BUSTER III
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H. Clifford Buster III
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||
Senior Executive Vice President, Chief Financial
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||
Officer and Principal Financial Officer
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10.246
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Tenth Amendment to Credit Agreement, dated as of September 23, 2011, among Dollar Thrifty Automotive Group, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent and letter of credit issuer, and various financial institutions party thereto
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99.1
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Press release of Dollar Thrifty Automotive Group, Inc. dated September 26, 2011: Dollar Thrifty Automotive Group Amends Senior Secured Credit Facility, Authorizes $400 Million Share Repurchase Program
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DTG OPERATIONS, INC.
By_________/s/ Cliff Buster_____________
Name: H. Clifford Buster III
Title: Executive Vice President, Chief Financial Officer and Treasurer
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DTG SUPPLY, INC.
By___________/s/ Cliff Buster___________
Name: H. Clifford Buster III
Title: Chief Financial Officer and Treasurer
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THRIFTY RENT-A-CAR SYSTEM, INC.
By_________/s/ Cliff Buster____________
Name: H. Clifford Buster III
Title: Executive Vice President, Chief Financial Officer and Treasurer
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THRIFTY INSURANCE AGENCY, INC.
By____________/s/ Cliff Buster__________
Name: H. Clifford Buster III
Title: Treasurer
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THRIFTY CAR SALES, INC.
By_________/s/ Cliff Buster___________
Name: H. Clifford Buster III
Title: Treasurer
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TRAC ASIA PACIFIC, INC.
By____________/s/ Cliff Buster__________
Name: H. Clifford Buster III
Title: Treasurer
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THRIFTY, INC.
By_________/s/ Cliff Buster___________
Name: H. Clifford Buster III
Title: Treasurer
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DOLLAR RENT A CAR, INC.
By_________/s/ Cliff Buster___________
Name: H. Clifford Buster III
Title: Executive Vice President, Chief Financial Officer and Treasurer
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SIGNATURE PAGE TO THE TENTH AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT |
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent and as a Lender
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By____/s/ Omayra Laucella___________
Name: Omayra Laucella
Title: Vice President
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By____/s/ Erin Morrissey____________
Name: Erin Morrissey
Title: Director
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SIGNATURE PAGE TO THE TENTH AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST REFERENCED ABOVE, AMONG DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
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*Name of Lender: ____________________________
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By:_____________________________
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Name:
Title:
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AMEGY BANK NATIONAL ASSOCIATION
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ARVEST BANK
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The Bank of Tokyo-Mitsubishi UFJ, Ltd.
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Bank of America, N.A.
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The Bank of Nova Scotia
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BOKF, NA DBA Bank of Oklahoma
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BMO Harris Financing, Inc.
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BNP Paribas
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
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Halcyon Structured Asset Management Long
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Secured/Short Unsecured 2007-3 LTD.
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Halcyon Structured Asset Management Long
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Secured/Short Unsecured 2007-2 LTD.
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Halcyon Loan Investors CLO I, LTD.
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Halcyon Loan Investors CLO II, LTD.
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IBC Bank
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J.P. Morgan Chase, N.A.
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MidFirst Bank, a federally chartered savings association
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Morgan Stanley Bank, NA
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PNC Bank, National Association
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RAYMOND JAMES BANK, FSB
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UBS AG, STAMFORD BRANCH
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UniCredit Bank AG, New York Branch
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Wells Fargo Bank, N.A.
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·
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the impact of persistent pricing and demand pressures on our results and our low cost structure, particularly in light of the continuing volatility in the global financial and credit markets, and concerns about global economic prospects and the potential for a return of recessionary conditions that could materially adversely affect consumer discretionary spending, including for leisure travel on which we are substantially dependent;
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·
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the impact of pending and future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, which could materially adversely affect unemployment rates and consumer spending levels;
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·
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the impact of developments outside the United States, such as the sovereign credit issues in certain countries in the European Union, which could affect the relative volatility of global credit markets generally, and the continuing significant political unrest in certain oil-producing countries, which has caused prices for petroleum products, including gasoline, to rise and adversely affect both broader economic conditions and consumer spending levels;
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·
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the impact of pricing and other actions by competitors;
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·
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our ability to manage our fleet mix to match demand and meet our target for vehicle depreciation costs, particularly in light of the significant increase in the level of risk vehicles (i.e., those vehicles not acquired through a guaranteed residual value program) in our fleet and our exposure to the used vehicle market;
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·
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the cost and other terms of acquiring and disposing of automobiles and the impact of conditions in the used vehicle market on our vehicle cost, including the impact on vehicle depreciation costs in 2011 based on recent pricing volatility in the used vehicle market, and our ability to reduce our fleet capacity as and when projected by our plans;
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·
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the strength of the recovery in the U.S. automotive industry, particularly in light of our dependence on vehicle supply from U.S. automotive manufacturers, and whether the recovery is sustained;
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·
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airline travel patterns, including disruptions or reductions in air travel resulting from capacity reductions, pricing actions, severe weather conditions, industry consolidation or other events, particularly given our dependence on leisure travel;
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·
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access to reservation distribution channels, particularly as the role of the Internet increases in the marketing and sale of travel-related services;
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·
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our ability to obtain cost-effective financing as needed (including replacement of asset-backed notes and other indebtedness as it comes due) without unduly restricting our operational flexibility;
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·
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our ability to manage the consequences under our financing agreements of an event of bankruptcy with respect to Financial Guaranty Insurance Company, the monoline insurer that provides credit support for one of our asset-backed financing structures;
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·
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our ability to comply with financial covenants, including the new financial covenants included in our amended senior secured credit facilities, and the impact of those covenants on our operating and financial flexibility;
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·
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whether our preliminary expectations about our federal income tax position, after giving effect to the impact of the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010, are affected by changes in our expected fleet size or operations or further legislative initiatives relating to taxes in the United States or elsewhere;
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·
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the cost of regulatory compliance, costs and other effects of potential future initiatives, including those directed at climate change and its effects, and the costs and outcome of pending litigation;
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·
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disruptions in the operation or development of information and communication systems that we rely on, including those relating to methods of payment;
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·
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local market conditions where we and our franchisees do business, including whether franchisees will continue to have access to capital as needed;
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·
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the effectiveness of actions we take to manage costs and liquidity; and
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·
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the impact of other events that can disrupt consumer travel, such as natural and man-made catastrophes, pandemics, social unrest and actual and perceived threats or acts of terrorism.
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·
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whether Hertz Global Holdings, Inc. (“Hertz”) would obtain regulatory approval to engage in a business combination transaction with us and, if so, the conditions upon which such approval would be granted (including potential divestitures of assets or businesses), whether we and Hertz would reach agreement on the terms of such a transaction, whether our stockholders would approve the transaction and whether other conditions to consummation of the transaction would be satisfied or waived;
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·
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the risks to our business and prospects pending any future business combination transaction, diversion of management’s attention from day-to-day operations, a loss of key personnel, disruption of our operations, and the impact of pending or future litigation relating to any business combination transaction; and
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·
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the risks to our business and growth prospects as a stand-alone company, in light of our dependence on future growth of the economy as a whole to achieve meaningful revenue growth in the key airport and local markets we serve, high barriers to entry in the insurance replacement market, and capital and other constraints on expanding company-owned stores internationally.
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