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