EXHIBIT
4.135
EXECUTION COPY
AMENDMENT
NO. 9
TO
LIQUIDITY
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
AMENDMENT NO. 9
TO LIQUIDITY
AGREEMENT
This Amendment No. 9 to Liquidity
Agreement dated as of March 22, 2005 (“ 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, 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
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, 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 Liquidity Agreement dated as of February 24, 2003; (vii)
Amendment No. 7 to Liquidity Agreement dated as of
February 20, 2004; and (viii) Amendment No. 8 to
Liquidity Agreement dated as of March 24, 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 March 30, 2005 until March 28,
2006; 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.
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2.
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Amendments . The Liquidity Agreement is hereby amended as
follows:
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(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 30, 2005 (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 22, 2005 among DTFC,
Credit Suisse First Boston, New York Branch, and JPMorgan Chase
Bank, National Association, 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
