Letter Amendment to 2004 Extension and Funding Agreement between Dell Inc. and CIT Entities (December 19, 2007)

Summary

This letter agreement, dated December 19, 2007, is between Dell Inc. and various CIT entities. It amends the 2004 Extension and Funding Agreement, clarifying the rights of CIT to accelerate its Fiscal Year 2010 Minimum Funding Right into Fiscal Year 2009, up to a 60% limit. It also grants Dell the right to purchase any remaining 2010 funding rights not accelerated, at a specified price, on January 30, 2009. The agreement is acknowledged and signed by all involved parties.

EX-10.11 11 e30230ex10_11.htm EXHIBIT 10.11

Exhibit 10.11

DELL

December 19, 2007

Jeffrey Simon
President
CIT DFS Inc.
1 CIT Drive
Livingston, New Jersey 07039

Re: The 2004 Extension and Funding Agreement dated September 8, 2004 ("Funding Agreement")

Ladies and Gentlemen:

Reference is made to the Funding Agreement. All capitalized terms used but not defined in this letter have the meanings assigned in the Funding Agreement.

Under Section 3(a) of the Funding Agreement "Funding Rights", CIT has the right, but not the obligation, to purchase its Fiscal Year 2010 CIT Minimum Funding Right in Fiscal Year 2009, for a cumulative Fiscal Year 2009 CIT Minimum Funding Right Percentage of up to 60%.

On January 30th, 2009, Dell will have the right, but not the obligation, to purchase any remaining Fiscal Year 2010 CIT Minimum Funding Right Percentage not accelerated into Fiscal Year 2009, at a price equal to 2.1% of the Remaining CIT Minimum Funding Right Percentage of the agreed Gain Generated Funding for Fiscal Year 2010.

[SIGNATURE PAGE FOLLOWS]

Dell Inc. | One Dell Way | Round Rock, TX 78682 | Telephone ###-###-#### | Telefax ###-###-####
www.dell.com | 1-800-BUY-DELL


 
   

If this letter accurately reflects our mutual agreement, please acknowledge by signing below where indicated.

Very truly yours,
     DELL INC.
         
By: /s/ Brian P. MacDonald

Name: Brian P. MacDonald
Title: Vice President and Treasurer

Acknowledge and agreed to by each of the other parties to the Funding Agreement:

DELL FINANCIAL SERVICES L.P.,
a Delaware limited partnership    
     
By: /s/ Gavan Goss

 
Name:
Title:
Gavan Goss
CFO and Vice President
 
   
DELL CREDIT COMPANY L.L.C.,
a Delaware limited liability company
 
By: /s/ Brian P. MacDonald

 
Name:
Title:
Brian P. MacDonald
Chairman
 

DFS-SPV L.P., a Delaware limited partnership
By: DFS-GP, Inc.
Its: General Partner

 
By: /s/ Gavan Goss

 
Name:
Title:
Gavan Goss
CFO and Vice President
 
DFS-GP, Inc. a Delaware corporation
 
By: /s/ Gavan Goss

 
Name:
Title:
Gavan Goss
CFO and Vice President

 
  2 

DELL GEN. P. CORP.
a Delaware corporation
 
 
By: /s/ Brian P. MacDonald
 
Name:
Title:
Brian P. MacDonald
Vice President and Treasurer
 
 
DELL DFS CORPORATION,
a Delaware corporation
 
By: /s/ Brian P. MacDonald
 
Name:
Title:
Brian P. MacDonald
Vice President and Treasurer
 
 
CIT Group Inc.,
a Delaware corporation
 
 
By: /s/ Joseph M. Leone
 
Name:
Title:
Joseph M. Leone
Vice Chairman
 
 
CIT FINANCIAL USA, INC.
a Delaware corporation  
 
 
By: /s/ Jeffrey D. Simon
 
Name:
Title:
Jeffrey D. Simon
President Vendor Technology Group
 
 
CIT DCC INC.,
a Delaware corporation
 
 
By: /s/ Jeffrey D. Simon
 
Name:
Title:
Jeffrey D. Simon
President
 
 
CIT DFS INC.,
a Delaware corporation
 
 
By: /s/ Jeffrey D. Simon
 
Name:
Title:
Jeffrey D. Simon
President
 

 
  3 

CIT COMMUNICATIONS FINANCE
CORPORATION, a Delaware corporation
 
 
By: /s/ Jeffrey D. Simon
 
Name:
Title:
Jeffrey D. Simon
President
 
 
CIT CREDIT GROUP USA INC.,
a Delaware corporation
 
 
By: /s/ Jeffrey D. Simon
 
Name:
Title:
Jeffrey D. Simon
Executive Vice President
 

 
  4