EXHIBIT
4.134
EXECUTION COPY
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 and as Series 1998-1 Letter of Credit
Provider
EXTENSION
AGREEMENT
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 March 4, 1999, (ii) 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.
1
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
