AMENDMENT NO. 3
TO
LIQUIDITY AGREEMENT
dated as of February 18, 2000
among
DOLLAR THRIFTY FUNDING CORP.,
CERTAIN FINANCIAL INSTITUTIONS,
as the Liquidity Lenders
and
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
as Liquidity Agent and
as Series 1998-1 Letter of Credit Provider
AMENDMENT NO. 3
TO LIQUIDITY AGREEMENT
This Amendment No. 3 to Liquidity Agreement dated as of February 18,
2000 ("Amendment"), among Dollar Thrifty Funding Corp., an Oklahoma corporation
("DTFC"), the undersigned financial institutions (the "Liquidity Lenders"),
Credit Suisse First Boston, New York Branch, a Swiss banking corporation, as
Liquidity Agent and as Series 1998-1 Letter of Credit Provider ("CSFB") (DTFC,
the Liquidity Lenders and CSFB are collectively referred to herein as the
"Parties"), The Chase Manhattan Bank, not as a party but as Syndication Agent,
and The Bank of Nova Scotia, not as a party but as Document Agent.
RECITALS:
A. The Parties are parties to that certain Liquidity Agreement dated as of
March 4, 1998, among DTFC, the Liquidity Lenders, the Liquidity Agent and The
Chase Manhattan Bank, not as a party but as Syndication Agent, as subsequently
amended by (i) Amendment No. 1 to Liquidity Agreement dated as of March 4, 1999,
and (ii) Amendment No. 2 to Liquidity Agreement dated as of October 20, 1999 (as
amended to the date hereof, the "Liquidity Agreement"); and
B. Contemporaneously herewith, the Parties are entering into that certain
Extension Agreement whereby the Scheduled Liquidity Commitment Termination Date
is being extended until February 28, 2001; and
C. As a result of such extension, the Parties wish to amend the Liquidity
Agreement as provided herein.
NOW THEREFORE, the Parties hereto agree as follows:
1. Definitions. Capitalized terms used in this Amendment not herein defined
shall have the meaning contained in the Liquidity Agreement.
2. Amendments. The Liquidity Agreement is hereby amended as follows:
(a) By deleting Section 4.5(a) thereof in its entirety and replacing
it with the following:
"SECTION 4.5 Fees. (a) Commitment Fee. DTFC agrees to
pay to the Liquidity Agent for the account of each
Liquidity Lender an ongoing commitment fee (the
"Commitment Fee") equal to 0.25% per annum of the
average daily unused portion of each such Liquidity
Lender's Liquidity Commitment, such fee to accrue
from March 2, 2000 (the "Closing Date")
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until the Liquidity Commitment Termination Date. The
Commitment Fee shall be computed based on the actual
number of days elapsed and a 360 day year. The
Commitment Fee shall be payable in arrears on the
last Business Day of each calendar quarter occurring
after the Closing Date and on the Liquidity
Commitment Termination Date."
(b) By deleting the definition of "Fee Letter" appearing in Annex A to
the Liquidity Agreement in its entirety and replacing it with the
following:
"Fee Letter" means that certain fee letter dated
February 18, 2000 among DTFC, Credit Suisse First
Boston, New York Branch, and The Chase Manhattan
Bank, as the same may be amended, restated, replaced
or otherwise modified from time to time."
3. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of any of the
Parties hereto under the Liquidity Agreement, nor alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Liquidity Agreement, all of which are hereby
ratified and affirmed in all respects by each of the Parties hereto and
shall continue in full force and effect. This Amendment shall apply and be
effective only with respect to the provisions of the Liquidity Agreement
specifically referred to herein and any references in the Liquidity
Agreement to the provisions of the Liquidity Agreement specifically
referred to herein shall be to such provisions as amended by this
Amendment.
4. Applicable Provision. Pursuant to Section 11.1 of the Liquidity
Agreement, the Liquidity Agreement may be amended by DTFC, CSFB, as the
Series 1998-1 Letter of Credit Provider, and the Majority Banks.
5. Condition to Effectiveness. The effectiveness of this Amendment
shall be conditioned upon the effectiveness of that certain Extension
Agreement dated as of the date hereof among DTFC, the financial
institutions parties thereto, and CSFB.
6. 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 on their terms) on the date of this Amendment as
though made on and as of the date of this Amendment.
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7. Waiver of Notice. Each of the Parties hereto waives any prior
notice and any notice period that may be required by any other agreement or
document in connection with the execution of this Amendment.
8. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the Parties and their respective successors and assigns.
9. GOVERNING LAW. THIS AMENDMENT 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.
10. Counterparts. This Amendment 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 Parties have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
DTFC:
DOLLAR THRIFTY FUNDING CORP.,
an Oklahoma corporation
By: _______________________________________
Xxxxxx X. Xxxx
Vice President
LIQUIDITY AGENT:
CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH, a Swiss banking corporation
By: ________________________________________
Name: _____________________________
Title: ____________________________
By: ________________________________________
Name: _____________________________
Title: ____________________________
SERIES 1998-1 LETTER OF CREDIT
PROVIDER:
CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH, a Swiss banking corporation
By: ________________________________________
Name: _____________________________
Title: ____________________________
By: ________________________________________
Name: _____________________________
Title: ____________________________
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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:
$75,000,000 CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH, a Swiss banking corporation
By: ________________________________________
Name: _____________________________
Title: ____________________________
By: ________________________________________
Name: _____________________________
Title: ____________________________
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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:
$65,000,000 THE CHASE MANHATTAN BANK
By: ________________________________________
Name: _____________________________
Title: ____________________________
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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:
$50,000,000 ING (U.S.) CAPITAL, LLC
By: ________________________________________
Name: _____________________________
Title: ____________________________
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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:
$70,000,000 THE BANK OF NOVA SCOTIA
By: ________________________________________
Name: _____________________________
Title: ____________________________
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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:
$50,000,000 ABN AMRO BANK N.V.
By: ________________________________________
Name: _____________________________
Title: ____________________________
By: ________________________________________
Name: _____________________________
Title: ____________________________
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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:
$40,000,000 CREDIT INDUSTRIEL ET COMMERCIAL
By: ________________________________________
Name: _____________________________
Title: ____________________________
By: ________________________________________
Name: _____________________________
Title: ____________________________
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XXXXXXXXX XXXXXXXXXX: LIQUIDITY LENDER:
$40,000,000 DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: ________________________________________
Name: _____________________________
Title: ____________________________
By: ________________________________________
Name: _____________________________
Title: ____________________________
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XXXXXXXXX XXXXXXXXXX: LIQUIDITY LENDER:
$25,000,000 FLEET NATIONAL BANK
By: ________________________________________
Name: _____________________________
Title: ____________________________
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XXXXXXXXX XXXXXXXXXX: LIQUIDITY LENDER:
$25,000,000 BBL INTERNATIONAL (U.K.) LTD
By: ________________________________________
Name: _____________________________
Title: ____________________________
By: ________________________________________
Name: _____________________________
Title: ____________________________
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XXXXXXXXX XXXXXXXXXX: LIQUIDITY LENDER:
$30,000,000 BANK OF MONTREAL
By: ________________________________________
Name: _____________________________
Title: ____________________________
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XXXXXXXXX XXXXXXXXXX: LIQUIDITY LENDER:
$50,000,000 BANK ONE, TEXAS N.A.
By: ________________________________________
Name: _____________________________
Title: ____________________________
By: ________________________________________
Name: _____________________________
Title: ____________________________
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XXXXXXXXX XXXXXXXXXX: LIQUIDITY LENDER:
$30,000,000 BAYERISCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By: ________________________________________
Name: _____________________________
Title: ____________________________
By: ________________________________________
Name: _____________________________
Title: ____________________________
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XXXXXXXXX XXXXXXXXXX: LIQUIDITY LENDER:
$25,000,000 COMERICA BANK
By: ________________________________________
Name: _____________________________
Title: ____________________________
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XXXXXXXXX XXXXXXXXXX: LIQUIDITY LENDER:
$25,000,000 XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: ________________________________________
Name: _____________________________
Title: ____________________________
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XXXXXXXXX XXXXXXXXXX: LIQUIDITY LENDER:
$50,000,000 DEUTSCHE BANK AG, NEW YORK A/O
CAYMAN ISLANDS BRANCHES
By: ________________________________________
Name: _____________________________
Title: ____________________________
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XXXXXXXXX XXXXXXXXXX: LIQUIDITY LENDER:
$25,000,000 KBC BANK
By: ________________________________________
Name: _____________________________
Title: ____________________________
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XXXXXXXXX XXXXXXXXXX: LIQUIDITY LENDER:
$25,000,000 XXXXX FARGO BANK
By: ________________________________________
Name: _____________________________
Title: ____________________________
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