EXTENSION AGREEMENT dated as of March 22, 2005 among DOLLAR THRIFTY FUNDING CORP., an Oklahoma corporation CERTAIN FINANCIAL INSTITUTIONS, as the Liquidity Lenders and CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS NEW YORK BRANCH, as Liquidity Agent...
EXHIBIT 4.134
EXECUTION COPY
dated as of March 22, 2005
among
DOLLAR THRIFTY FUNDING CORP.,
an Oklahoma corporation
CERTAIN FINANCIAL INSTITUTIONS,
as the Liquidity Lenders
and
CREDIT SUISSE FIRST BOSTON,
ACTING THROUGH ITS NEW YORK BRANCH,
as Liquidity Agent and as Series 1998-1 Letter of Credit Provider
THIS EXTENSION AGREEMENT (this “Agreement”), dated as of March 22, 2005, is entered into among Dollar Thrifty Funding Corp., an Oklahoma corporation (“DTFC”), the undersigned financial institutions (the “Liquidity Lenders”), Credit Suisse First Boston, acting through its New York Branch, as Liquidity Agent and as Series 1998-1 Letter of Credit Provider (“Liquidity Agent”), JPMorgan Chase Bank, National Association, not as a party but as Syndication Agent, and Deutsche Bank AG, New York Branch, not as a party but as Documentation Agent.
RECITALS:
A. The undersigned are parties to that certain Liquidity Agreement dated as of March 4, 1998, among DTFC, the Liquidity Lenders, the Liquidity Agent, JPMorgan Chase Bank, National Association, not as a party but as Syndication Agent, and Deutsche Bank AG, New York Branch, not as a party but as Documentation Agent, as subsequently amended by (i) Amendment No. 1 to Liquidity Agreement dated as of Xxxxx 0, 0000, (xx) Amendment No. 2 to Liquidity Agreement dated as of October 20, 1999, (iii) Amendment No. 3 to Liquidity Agreement dated as of February 18, 2000, (iv) Amendment No. 4 to Liquidity Agreement dated as of February 28, 2001, (v) Amendment No. 5 to Liquidity Agreement dated as of February 26, 2002, (vi) Amendment No. 6 to the Liquidity Agreement dated as of February 24, 2003, (vii) Amendment No. 7 to the Liquidity Agreement dated as of February 20, 2004, (viii) Amendment No. 8 to Liquidity Agreement dated as of March 24, 2004, and (ix) Amendment No. 9 to Liquidity Agreement dated as of the date hereof (as amended to the date hereof, the “Liquidity Agreement”); and
B. The undersigned desire to extend the Scheduled Liquidity Commitment Termination Date from March 30, 2005 to March 28, 2006.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Definitions List annexed to the Liquidity Agreement as Annex A, as such Definitions List has heretofore been or may hereafter be amended or modified from time to time in accordance with the provisions of the Liquidity Agreement.
2. Extension. Pursuant to Section 3.5 of the Liquidity Agreement, the Scheduled Liquidity Commitment Termination Date with respect to each undersigned Liquidity Lender is hereby extended on March 30, 2005 until March 28, 2006.
3. Continuing Accuracy of Representations and Warranties. The representations and warranties of DTFC in each of the CP Program Documents to which DTFC is a party are true and correct (in all material respects to the extent such representations and warranties do not incorporate a materiality limitation in their terms) on the date of this Agreement as though made on and as of the date of this Agreement.
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4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
5. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
6. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
[SIGNATURES ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered as of the day and year first above written.
DTFC:
DOLLAR THRIFTY FUNDING CORP.
By: ______________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
LIQUIDITY AGENT:
CREDIT SUISSE FIRST BOSTON, ACTING
THROUGH ITS NEW YORK BRANCH
By: ______________________________________
Name: ______________________________
Title: _______________________________
By: ______________________________________
Name: ______________________________
Title: _______________________________
SERIES 1998-1 LETTER OF CREDIT PROVIDER:
CREDIT SUISSE FIRST BOSTON, ACTING
THROUGH ITS NEW YORK BRANCH
By: ______________________________________
Name: ______________________________
Title: _______________________________
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-1
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$55,000,000 |
CREDIT SUISSE FIRST BOSTON, ACTING |
THROUGH ITS NEW YORK BRANCH
By: ______________________________________
Name: ______________________________
Title: _______________________________
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-2
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$55,000,000 |
JPMORGAN CHASE BANK, NATIONAL |
ASSOCIATION
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-3
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$35,000,000 |
THE BANK OF NOVA SCOTIA |
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-4
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$50,000,000 |
ABN AMRO BANK N.V. |
By: ______________________________________
Name: ______________________________
Title: _______________________________
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-5
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$35,000,000 |
CREDIT INDUSTRIEL ET COMMERCIAL |
By: ______________________________________
Name: ______________________________
Title: _______________________________
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-6
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$50,000,000 |
BNP PARIBAS |
By: ______________________________________
Name: ______________________________
Title: _______________________________
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-7
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$50,000,000 |
BANK OF MONTREAL |
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-8
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$25,000,000 |
COMERICA BANK |
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-9
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$55,000,000 |
DEUTSCHE BANK AG, NEW YORK BRANCH |
By: ______________________________________
Name: ______________________________
Title: _______________________________
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-10
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$50,000,000 |
LANDESBANK HESSEN-THÜRINGEN |
GIROZENTRALE
By: ______________________________________
Name: ______________________________
Title: _______________________________
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-11
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$25,000,000 |
KEYBANK NATIONAL ASSOCIATION |
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-12
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$25,000,000 |
XXXXX FARGO BANK, N.A. |
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-13
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$25,000,000 |
MIZUHO CORPORATE BANK, LTD. |
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-14
|
LIQUIDITY COMMITMENT |
LIQUIDITY LENDER: |
|
$25,000,000 |
THE BANK OF TOKYO-MITSUBISHI, LTD., |
NEW YORK BRANCH
By: ______________________________________
Name: ______________________________
Title: _______________________________
1998-1 Extension Agreement
S-15
