EXHIBIT 10.20
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
VEHICLE SUPPLY AGREEMENT
------------------------
THIS AGREEMENT is entered into as of the 1st day of July, 2001 between
DaimlerChrysler Motors Corporation (Chrysler), a corporation organized and
existing under the laws of the state of Delaware, whose principal place of
business is located at 1000 Chrysler Drive, Auburn Hills, Michigan 48326-2766
("Chrysler"), and Dollar Thrifty Automotive Group, Inc. (DTAG) a corporation
organized and existing under the laws of the state of Oklahoma. whose principal
place of business is located at 5330 East 31st Street, Tulsa, Oklahoma
74153-0250 ("DTAG").
WHEREAS Chrysler is in the business of manufacturing and selling motor
vehicles;
WHEREAS DTAG is the parent company of Dollar Rent A Car Systems, Inc. and
Thrifty Rent-A-Car System, Inc. each of which operate a vehicle rental system
consisting of locations owned and operated by each of them and by their
independent franchisees;
WHEREAS DTAG purchases vehicles for use by Dollar Rent-A-Car Systems, Inc.
and Thrifty Rent-A-Car Systems, Inc. for use at locations owned and operated by
them as well as to lease to their franchisees;
WHEREAS Chrysler and DTAG desire to make a long-term arrangement for DTAG
to purchase Chrysler vehicles.
NOW THEREFORE, in consideration of the premises and covenants herein
contained the parties agree as follows:
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
1. DEFINITIONS
As used in this Agreement, the following terms have the respective
following meanings. These meanings apply equally to the singular and plural form
of the defined terms:
1.1. Agreement or this Agreement means this Vehicle Supply Agreement
as originally executed and as such may be amended from time to time.
1.2. GDP Program means (a) any program made generally available by
Chrysler to daily car rental companies for the purchase of Vehicles through
Chrysler's authorized dealers that provides, subject to certain terms and
conditions, for Chrysler's guarantee of the depreciated value upon resale of
Vehicles sold under the program, or (b) to the extent that Chrysler ceases to
offer such a program that provides for Chrysler's guarantee of the depreciated
value upon resale of Vehicles sold under the program, a program offered by
Chrysler in substitution for the program that Chrysler has ceased to offer and
made generally available by Chrysler to daily car rental companies for the
purchase of Vehicles through Chrysler's authorized dealers.
1.3. Model Year means Chrysler's annual period for selling Vehicles
to daily car rental companies. Each of these periods will be as determined by
Chrysler, (ordinarily will begin on August 1 of a calendar year and end on July
31 of the following calendar year), and is denominated by the year in which the
period ends.
2
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
1.4. Other Volume means an annual volume of Vehicles made available
by Chrysler other than under a GDP Program for purchase by DTAG through Chrysler
authorized dealers. Each respective Other Volume is set forth in Section 2.1 of
this Agreement.
1.5. Target GDP Volume means an annual volume of Vehicles made
available by Chrysler under the then-current terms of a GDP Program then in
effect for purchase by DTAG through Chrysler's authorized dealers. Each
respective Target GDP Volume is set forth in Section 2.1 of this Agreement.
1.6. Vehicles means motor vehicles distributed by Chrysler Motors,
under the brand names of Chrysler, Dodge and Jeep.
2. SUPPLY OF GDP VOLUMES
2.1. Subject to the terms and conditions of this Agreement, in each
Model Year of this Agreement Chrysler will make available for purchase by DTAG
for both Thrifty and Dollar through Chrysler's authorized dealers the following
respective volumes of Vehicles:
MODEL YEAR TARGET GDP VOLUME OTHER VOLUME
2002 78,261 25,000
2003 73,913 25,000
2004 69,565 25,000
2005 69,565 25,000
2006 69,565 25,000
3
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
DTAG may assign the right to purchase a portion of the Vehicles to be made
available by Chrysler pursuant to this Section to any franchisee of DTAG by
advising Chrysler of that assignment in writing.
2.2 For any given Model Year, if DTAG purchases both the Target GDP
Volume for that Model Year and the Other Volume for that Model Year, then
Chrysler will make an additional volume of Vehicles available for purchase by
DTAG under a GDP Program in that Model Year up to a maximum of fifteen percent
(15%) of the applicable Target GDP Volume for that Model Year. Purchases by DTAG
franchisees under assignments from DTAG pursuant to Section 2.1 of this
Agreement are to be counted as DTAG purchases for purposes of this Section 2.2.
2.3. At least eighty percent (80%)of the vehicles obtained by DTAG in
any Model Year, irrespective of whether obtained by purchase, lease or
otherwise, must be Vehicles, until and unless DTAG obtains an aggregate volume
of Vehicles equal to the sum of the Target GDP Volume and the Other Volume for
that Model Year as set forth in Section 2.1.
2.4. In each Model Year DTAG must purchase at least the following
respective minimum volume of Vehicles under the then-current terms of any GDP
Program then in effect:
4
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
MODEL YEAR MINIMUM GDP VOLUME
2002 51,652
2003 48,783
2004 45,913
2005 45,913
2006 45,913
Purchases by DTAG franchisees under an assignment from DTAG pursuant to Section
2.1 may not be counted as purchases by DTAG for purposes of this Section 2.4.
2.5. Chrysler will make a GDP Program available to DTAG while this
Agreement is in effect. The terms and conditions of any GDP Program, taken as a
whole, will be competitive with the terms and conditions of a guaranteed
residual value or repurchase program then being made generally available by
either Ford Motor Company ("Ford") or General Motors Corporation ("GM") to bona
fide daily rental businesses in the United States, or, if Ford or GM, cease to
offer such a guaranteed residual value or repurchase program, a program offered
by Ford or GM, as the case may be, in substitution for the program that it has
ceased to offer. Chrysler retains the right to make, in its sole discretion, all
decisions regarding any GDP Program or other Chrysler fleet sales program,
including without limitation decisions regarding the terms and conditions of any
GDP Programs and any restrictions on the Vehicles or mix of Vehicles that may or
must be ordered. Without limiting
5
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
the generality of the foregoing, Chrysler expressly retains the right to make
fleet sales programs available to franchisees of DTAG. Notwithstanding the terms
and conditions of any GDP Program, DTAG may use Vehicles made available by
Chrysler to DTAG under this Agreement in the State of Hawaii.
3. ADVERTISING AND PROMOTION
3.1. DTAG must advertise, promote, and give exposure to the qualities
and features of Vehicles in advertising or other promotional materials
(including without limitation magazine, newspaper, direct mail, Yellow Pages,
radio, and television advertising, as well as point of rental items such as
leaflets, folders, brochures, counter displays, and exhibits) designed to
promote the rental of Vehicles. These advertising and promotional activities by
DTAG must all be in accordance with the advertising and promotional guidelines
communicated by Chrysler to DTAG.
3.2. DTAG may not advertise, use or permit the use in any
advertisement or promotional material relating to the rental of vehicles, either
the content of which is controlled directly or indirectly by DTAG, or that is
placed or caused to be placed by DTAG, in either case that contains any of the
following:
(a) Any pictorial reproduction of a vehicle other than a Vehicle:
(b) Any reference to any vehicle manufacturer other than DaimlerChrysler;
6
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
(c) Any reference to any trade name of any line, make or model of vehicle
other than the lines, makes and models of Vehicles: and.
(d) Any use of Dollar/Thrifty's name, logos, trademarks or service marks
as an endorsement of or testimonial to any vehicle other than
a Vehicle, or to any vehicle manufacturer other than Chrysler.
3.3. DTAG, its agents and employees may not make any public statement,
(including without limitation in any advertising or promotional material
relating to the rental of vehicles, either the content of which is controlled
directly or indirectly by DTAG, or that is placed or caused to be placed by
DTAG) that is disparaging or derogatory of, or otherwise detrimental to, (a)
Chrysler, (b) any line, make or model of Vehicle, or (c) any product sold,
leased or manufactured by or for DaimlerChrysler. This Section survives any
termination of this Agreement for a reasonable time, but in no event for less
than one year after that termination.
3.4. Notwithstanding sections 3.2 and 3.3, during the term of this
Agreement, DTAG may enter into an advertising and promotion supply agreement
with another motor vehicle manufacturer or distributor for the Thrifty daily
rental entity only. DTAG will give prompt written notice of its entry into such
agreement and, thereafter, this Agreement shall be deemed to apply only to the
Dollar daily rental entity and all other terms and provisions will remain the
same.
7
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
4. PAYMENTS
4.1. So long as no event of default (as described in sections 5.2 and
5.3) by DTAG has occurred or is continuing, while this Agreement is in effect
Chrysler will pay DTAG the following fixed annual amount.
2002 Model Year $XXX
2003 Model Year $XXX
2004 Model Year $XXX
2005 Model Year $XXX
2006 Model Year $XXX
Payments will be to DTAG on a quarterly schedule on the first business day of
each July, October, January and April, commencing with July 2001 and ending with
April 2006. For example, during the 2002 Model Year Chrysler will pay DTAG $XXX
on the first business day of July 2001, October 2001, January 2002 and April
2002. If this Agreement terminates earlier than at the end of the 2006 Model
Year, DTAG must immediately refund to Chrysler one-twelfth of the annual payment
for each whole month remaining in the quarter in which this Agreement
terminates. For example, for the quarter beginning on July 1, 2001, if this
Agreement terminated the subsequent August 13, DTAG would be obligated to
immediately refund to Chrysler XXX DTAGs ($XXX) (i.e., one whole month remaining
(August 13 to October 1) times $XXX).
8
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
4.2. For each Vehicle purchased by DTAG (but not for any Vehicle
purchased by a DTAG franchisee pursuant to an assignment under Section 2.1 of
this Agreement) through a Chrysler fleet sales program up to the applicable
maximum volume for that Model Year set forth below, Chrysler will pay the
following respective amount to DTAG on a net 30th proximo basis against a DTAG
invoice therefor:
MAXIMUM
PER UNIT TARGET GDP & VOLUME WITH
MODEL YEAR AMOUNT OTHER VOLUME 15% GDP BONUS
2002 $XXX 103,261 115,000
2003 $XXX 98,913 110,000
2004 $XXX 94,565 105,000
2005 $XXX 94,565 105,000
2006 $XXX 94,565 105,000
5. TERM AND TERMINATION
5.1. This Agreement will be effective from the beginning of the 2002
Model Year. This Agreement will terminate at the end of the 2006 Model Year
unless earlier terminated as set forth below. Either party may make a proposal
to the other party regarding Chrysler supplying Vehicles to DTAG after the 2006
Model Year. including without limitation an extension of this Agreement, at any
time after the beginning of the 2004 Model Year. Neither party is obliged to
agree to all or any part of such a proposal, and this Agreement may be extended
only by mutual agreement.
9
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
5.2. If a party (the "Defaulting Party") (a) defaults in any of its
obligations hereunder, and fails to remedy such default within thirty (30) days
after such default has been called to its attention by written notice from the
other party, (b) files a petition in bankruptcy, has an order entered on a
petition in bankruptcy filed against it, makes a general assignment for the
benefit of creditors, or otherwise acknowledges its insolvency, (c) is adjudged
bankrupt, (d) commences or is placed in complete liquidation, or (e) suffers the
appointment of a receiver for any substantial portion of its business who is not
discharged within ninety days after appointment, then, and in any such event,
the other party at its option may terminate this Agreement immediately upon
written notice to the Defaulting Party.
5.3. Notwithstanding the provisions of Section 5.2(a), if DTAG fails
to purchase its minimum "GDP" and "other" Vehicles in any given Model Year in
accordance with Section 2.3, or if DTAG fails to purchase its minimum volume for
any given Model Year as set forth in Section 2.4, then Chrysler may immediately
terminate this Agreement by giving notice of that termination to DTAG.
6. CONFIDENTIALITY
The terms and conditions of this Agreement are confidential and must be treated
as confidential by both parties except as otherwise provided herein. The parties
must maintain the confidentiality of such information by limiting its use to
fulfilling their respective obligations under this Agreement and by not
otherwise disclosing such confidential information to any third party,
10
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
except that the parties may disclose the terms and conditions of this Agreement
(a) as necessary to their respective financial and legal advisors as long as
those advisors are under a professional obligation to maintain the
confidentiality of those terms and conditions, and (b) to the extent that those
terms and conditions must be furnished to a governmental authority (federal,
state, or local), including, without limitation, an administrative or judicial
body, as long as the party that must furnish the terms and conditions takes all
reasonable steps to prevent the subsequent disclosure of any of those terms and
conditions by the governmental authority through a protective order or other
similar action.
7. WARRANTY AND REPRESENTATION
DTAG warrants and represents to Chrysler, upon which warranty and
representation Chrysler has relied in the execution hereof, that DTAG will
purchase Vehicles pursuant to this Agreement only for purposes of DTAG using
those Vehicles itself or DTAG's leasing those Vehicles to its franchisees for
use, in either case, in a bona fide daily rental business, and, in any case, not
for resale of those Vehicles as new motor vehicles.
8. SEVERABILITY
Whenever possible, each part of this Agreement must be interpreted as
being in accordance with and enforceable under applicable law. If part of this
Agreement is unlawful or unenforceable under applicable law, it is unlawful or
unenforceable only to the extent required by applicable law, and the remainder
of this Agreement is otherwise fully effective and enforceable.
11
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
Without limiting the foregoing, if it is unlawful to perform any of the acts
contemplated to be performed hereunder, irrespective of whether that
unlawfulness results from a change in law, a temporary loss of rights by any
party, or otherwise, then this Agreement continues to be effective to the
fullest extent permitted by law, except that the parties are not obligated to
perform an unlawful act while that act remains unlawful.
9. INJUNCTIVE RELIEF
DTAG acknowledges that Chrysler will suffer irreparable harm as a
result of any breach of Sections 3.1, 3.2, or 3.3 or Article 6 of this Agreement
by DTAG. DTAG also acknowledges that in the event of a breach of any of those
Sections by DTAG, Chrysler may apply for and will be entitled to receive
injunctive relief from any court of competent jurisdiction enjoining DTAG from
any further breach of its obligations under those Sections without Chrysler
having to offer specific proof that Chrysler has suffered irreparable harm.
10. ADHERENCE BY FRANCHISEES
Chrysler acknowledges that DTAG's franchisees are independent
businesses that are not parties to this Agreement. DTAG must, to the maximum
extent possible consistent with DTAG's preexisting agreements and applicable
law, obtain the adherence of DTAG's franchisees to the terms of Article 3 of
this Agreement.
12
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
11. INDEMNIFICATION
11.1. DTAG must defend, indemnify and hold Chrysler harmless from and
against any and all claims, losses, damages, costs and expenses (including
without limitation attorneys' fees) resulting from, arising out of, or connected
in any way with (a) any advertising or promotional materials designed to promote
the rental or leasing of Vehicles by DTAG or any of its franchisees, (b) any
promotional or publicity items relating to Chrysler or the rental or leasing of
Vehicles by DTAG or any of its franchisees, (c) any franchisee incentive program
or payment implemented or promised by DTAG, and (d) any assignment, or any
failure to assign by DTAG to a DTAG franchisee under Section 2.1 of this
Agreement (a "Claim"). DTAG is not required to indemnify Chrysler for any
amounts paid by Chrysler in settlement of a Claim if Chrysler agreed to that
settlement without first obtaining DTAG's written consent to that settlement.
11.2. If Chrysler receives notice of the commencement or threatened
commencement of an action or proceeding involving a Claim. Chrysler will
promptly notify DTAG of that Claim. A failure by Chrysler to promptly notify
DTAG does not relieve DTAG of its obligations under this Agreement except to the
extent that DTAG can demonstrate that that failure damaged DTAG. DTAG will be
entitled to have control of the defense or settlement of any Claim if DTAG
notifies Chrysler in writing within fifteen days of DTAG's receipt of Chrysler's
notice that DTAG elects to take control of the Claim. In that event Chrysler
will be entitled to participate in the defense of the Claim and may employ
separate counsel at Chrysler's expense, and DTAG must
13
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
obtain Chrysler's prior written consent to any settlement that would cause
injunctive or other equitable relief to be imposed on Chrysler. After any notice
by DTAG that DTAG is taking control of a Claim, DTAG will not be liable for any
legal expenses incurred by Chrysler in defense of that Claim. If DTAG does not
timely notify Chrysler that DTAG elects to take control of a Claim, then
Chrysler may defend that Claim in such manner as Chrysler deems appropriate, and
DTAG will bear all costs and expenses of Chrysler's defense. DTAG will promptly
reimburse Chrysler for those costs and expenses as they are incurred.
Notwithstanding DTAG's election to control the defense of a Claim, Chrysler will
have the right to engage separate legal counsel and DTAG will bear the
reasonable fees, costs and expenses of such counsel if defenses may be available
to Chrysler that are different from those available to DTAG such that an actual
or potential conflict of interest exists between DTAG and Chrysler.
12. USE OF TRADEMARKS. TRADE NAMES OR SERVICE MARKS
Any use of either party's trademarks, trade names or service marks,
including the manner and quality in which those trademarks, trade names or
service marks is reproduced or displayed, is under the control and supervision
of the party owning that trademark, trade name or service mark and is subject to
prior written approval by an authorized representative of the party owning the
trademark, trade name or service mark.
14
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
13. SURVIVAL
The termination of this Agreement does not release either party from
any outstanding obligations accruing prior to such termination, including
without limitation the payment of monies. The following terms of this Agreement
survive termination: Section 3.3, Article 6, Article 8, Article 9, Article 10,
Article 11, Article 12, and Article 14. Each of these terms survives for a
period of five years after termination unless a different period of survival is
set forth for a term.
14. AUDIT
DTAG must maintain, and Chrysler has the right to audit or verify, all
accounts, books, records and other documents with respect to DTAG's performance
of its obligations under this Agreement. This right will continue for two years
after the Agreement terminates. DTAG must cooperate with Chrysler's reasonable
requests regarding the arrangements for conducting such an audit or
verification.
15. NO WAIVER
Failure by either party to enforce at any time any of the provisions
of this Agreement or any rights that may arise as a result of breach of this
Agreement by another party should not be construed as a waiver of any of its
rights, does not affect the validity of this Agreement or any part thereof, and
does not prejudice any party as regards any subsequent action, provided however,
that
15
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
a party may expressly waive any of its rights under this Agreement by an
appropriate writing that specifically refers to the contractual right which is
being expressly waived.
16. FORCE MAJEURE
To the extent that a party is not able to perform an obligation under
this Agreement due to fire, flood, a strike or other labor interruption, war,
riot, an act of God, an act of government, insurrection, civil disturbance, or
other cause beyond that party's reasonable control, that party may not be liable
for failing to perform that obligation, except that this Article may not excuse
any party from the obligation to pay money that is owed. If Chrysler's
obligation to make Vehicles available as set forth in Section 2.1 is excused for
one of these causes, then DTAG's obligations under Sections 2.3 and 2.4 will be
excused to the extent that Chrysler's obligation to make Vehicles available is
excused.
17. ASSIGNMENT
This Agreement may not be assigned. in whole or in part, unless the
party making the assignment has first received written permission for the
assignment from the other party, except that DTAG may unilaterally exercise its
assignment rights granted under Section 2.1 of this Agreement.
18. NOTICES
In order to be effective, a notice given under this Agreement must be:
(a) in writing,
16
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
(b) sent by (I) certified mail, return receipt requested, (ii) facsimile,
with a confirmation copy dispatched promptly by certified mail, return receipt
requested. or (iii) by courier service, and.
(c) if given to Chrysler, sent to:
Vice President, General Counsel and Secretary
Chrysler Corporation
1000 Chrysler Drive
Auburn Hills, Ml 48326-2766
Facsimile: (248) 512-1772
and, sent to:
Vice President, Fleet Operations
27777 Franklin Road, 19th Floor
Southfield, MI 48034
Facsimile: (248) 948-3883
or if given to DTAG, sent to:
President and Chief Executive Officer
Dollar Thrifty Automotive Group, Inc.
5330 East 31st Street
Tulsa, OK 74153-0250
Facsimile: (918) 669-3001
A party may change the location at which it is to receive notices by
notifying the other party of the change in locations. A notice takes effect upon
the earlier of the notified party receiving the notice or five days after the
notice is sent.
19. NATURE OF RELATIONSHIP
The parties are neither partners nor joint venturers. There is no
agency relationship between the parties, therefore neither party has any
authority to bind the other. Under no
17
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
circumstances may either party's employees, contractors or agents be construed
as employees, contractors or agents of the other party.
20. THIRD PARTY BENEFICIARIES
This Agreement is not intended, nor will it be deemed or construed, to
create or confer any rights, including, by way of example but not limitation,
third party beneficiary rights, to any person or entity other than Chrysler or
DTAG.
21. HEADINGS
The headings used in this Agreement are included herein and therein
for convenience of reference only and do not constitute a part of this Agreement
for any other purpose and must not have any force or effect in the construction
of this Agreement.
22. ENTIRE AGREEMENT
This Agreement is the entire understanding between the parties
regarding its subject matter, and supersedes any discussion, negotiation,
agreement or understanding regarding that subject matter prior to the date this
Agreement is finally executed as set forth below. This Agreement and the party's
obligations arising under it may not be changed except by a writing signed by an
authorized representative of each party. This Agreement binds and inures to the
benefit of the parties and their respective legal representatives, successors
and permitted assigns.
18
<PAGE>
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX,"
HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
23. INTERPRETATION
This Agreement is governed by and must be construed in accordance with
the law of the State of Michigan as if fully performed therein and without
reference to its conflict of laws principles.
IN WITNESS WHEREOF, the parties have executed this Agreement on this 26th
day of June, 2000.
DOLLAR THRIFTY DAIMLERCHRYSLER MOTORS
AUTOMOTIVE GROUP, INC. CORPORATION
By: /S/ JOE CAPPY By: /S/ T.R. CUNNINGHAM
-------------------- --------------------
Joe Cappy T. R. Cunningham
Chairman & Chief Executive Vice President
Executive Officer Global Sales & Marketing
19
