EXHIBIT 4.115
-------------
AMENDMENT NO. 8
TO
LIQUIDITY AGREEMENT
dated as of March 24, 2004
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
AMENDMENT NO. 8
TO LIQUIDITY AGREEMENT
----------------------
This Amendment No. 8 to Liquidity Agreement dated as of March 24, 2004
("Amendment"), 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 ("CSFB") (DTFC, the
Liquidity Lenders and CSFB are collectively referred to herein as the
"Parties"), JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank),
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 Parties are parties to that certain Liquidity Agreement dated as
of March 4, 1998, among DTFC, the Liquidity Lenders, the Liquidity Agent,
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), 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, and (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 Liquidity
Agreement dated as of February 24, 2003; and (vii) Amendment No. 7 to Liquidity
Agreement dated as of February 20, 2004 (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 on April 1, 2004 until March 30, 2005; 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 April 1, 2004 (the "Closing
Date") 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."
(c) 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 March 24, 2004 among DTFC, Credit
Suisse First Boston, New York Branch, and
JPMorgan Chase Bank (formerly known as 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. 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 Amendment as though made on and
as of the date of this Amendment.
6. 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.
7. Binding Effect. This Amendment shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns.
8. 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.
9. 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]
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.
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:_______________________________
S-1
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- ----------------
$70,000,000 CREDIT SUISSE FIRST BOSTON, ACTING
THROUGH ITS NEW YORK BRANCH
By:_____________________________________
Name:________________________________
Title:_______________________________
By:_____________________________________
Name:________________________________
Title:_______________________________
S-2
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- ----------------
$60,000,000 JPMORGAN CHASE BANK
By:_____________________________________
Name:________________________________
Title:_______________________________
S-3
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- ----------------
$35,000,000 THE BANK OF NOVA SCOTIA
By:_____________________________________
Name:________________________________
Title:_______________________________
S-4
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- -----------------
$50,000,000 ABN AMRO BANK N.V.
By:_____________________________________
Name:________________________________
Title:_______________________________
By:_____________________________________
Name:________________________________
Title:_______________________________
S-5
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- ----------------
$35,000,000 CREDIT INDUSTRIEL ET COMMERCIAL
By:_____________________________________
Name:________________________________
Title:_______________________________
By:_____________________________________
Name:________________________________
Title:_______________________________
S-6
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- ----------------
$50,000,000 BNP PARIBAS
By:_____________________________________
Name:________________________________
Title:_______________________________
By:_____________________________________
Name:________________________________
Title:_______________________________
S-7
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- ----------------
$50,000,000 BANK OF MONTREAL
By:_____________________________________
Name:________________________________
Title:_______________________________
S-8
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- ----------------
$25,000,000 COMERICA BANK
By:_____________________________________
Name:________________________________
Title:_______________________________
S-9
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- ----------------
$60,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH
By:_____________________________________
Name:________________________________
Title:_______________________________
By:_____________________________________
Name:________________________________
Title:_______________________________
S-10
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- ----------------
$35,000,000 LANDESBANK HESSEN-THURINGEN
GIROZENTRALE
By:_____________________________________
Name:________________________________
Title:_______________________________
By:_____________________________________
Name:________________________________
Title:_______________________________
S-11
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- ----------------
$25,000,000 KEYBANK NATIONAL ASSOCIATION
By:_____________________________________
Name:________________________________
Title:_______________________________
S-12
LIQUIDITY COMMITMENT LIQUIDITY LENDER:
-------------------- ----------------
$25,000,000 XXXXX FARGO BANK, N.A.
By:_____________________________________
Name:________________________________
Title:_______________________________
S-13
