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.
EXHIBIT 10.30
-------------
VEHICLE SUPPLY AGREEMENT
------------------------
THIS AGREEMENT is entered into as of the 31st day of October, 2002 between
DaimlerChrysler Motors Company, LLC, a corporation organized and existing under
the laws of the state of Delaware, whose principal place of business is located
at 0000 Xxxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000-0000 ("Chrysler"), and
Dollar Thrifty Automotive Group, Inc. a corporation organized and existing under
the laws of the state of Delaware, whose principal place of business is located
at 0000 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxxxxx 00000-0000 ("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:
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 eqully 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. Available Volume means the number of Vehicles, both GDP Volume
and Other Volume, that Chrysler makes available to DTAG pursuant to Section 2.1.
1.3. 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.
2
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. 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. GDP Volume is set forth
in Section 2.1 of this Agreement.
1.5. Minimum Volume means the threshold number of Vehicles DTAG must
purchase (or assign to its licensees to purchase pursuant to section 2.1) in
order to qualify for the Fixed Annual Amount described in 4.1 of this agreement.
1.6. 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.
1.7. Other Vehicle Programs means rental vehicle purchase or lease
programs offered to DTAG by entities other than DaimlerChrysler Motors Company
and its affiliated companies. However, Other Vehicle Programs include programs
offered by affiliated companies that have not been substituted or offered as
supplemental volume under this Agreement. These programs may be of both a
short-term or longer-term duration.
3
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.
1.8. 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. Other Volume is set forth in Section 2.1 of this Agreement.
1.9. Vehicles means motor vehicles distributed by Chrysler, under the
brand names of Chrysler, Dodge and Jeep. Vehicles may also mean motor vehicles
of other brands affiliated with the DaimlerChrysler Motors Company LLC which may
be substituted or offered as supplemental volume under this agreement.
Substitution by other brands under the terms of this Agreement will only be at
the mutual agreement of Chrysler and DTAG.
2. SUPPLY OF GDP AND OTHER VOLUME VEHICLES
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 through Chrysler's authorized dealers 125,000 Vehicles of which
100,000 Vehicles will be GDP Volume (80%) and 25,000 Vehicles will be Other
Volume (20%), in a mix generally suitable for the vehicle rental business.
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.
4
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.
2.2. Chrysler will endeavor to provide an additional volume of 5,000
Vehicles during the term of this Agreement specifically to the franchisees
listed below.
XXX
2.3. In each model year DTAG must acquire a Minimum Volume of 100,000
Vehicles of which at least 20% must be Other Volume.
2.4. At least 75% of the vehicles acquired by DTAG in any Model Year,
irrespective of whether obtained by purchase, lease or otherwise, (collectively,
"purchased") must be Vehicles, until and unless DTAG obtains the Available
Volume as set forth in Section 2.1.
2.5. In any Model Year in which DTAG purchases the Available Volume,
and that Available Volume does not constitute at least 75% of DTAG's total
vehicle fleet acquisitions, DTAG agrees to notify Chrysler of Other Vehicle
Programs being considered from time to time and, to the extent Chrysler offers
additional vehicles to generally match or exceed these programs in net cost,
mix, terms and volume, DTAG will be obligated to accept Chrysler's offer. If
Chrysler declines to make such a matching offer, DTAG may adjust its total
vehicle acquisitions for each model year included in the Other Vehicle Program
agreement by the number of vehicles included in that agreement for the purpose
of calculating its obligation under this section, provided such an adjustment
does not result in DTAG purchasing less than the Minimum Volume.
5
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.
2.6. 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 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.
6
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.
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;
(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.
7
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.
(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.
8
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) by
DTAG has occurred or is continuing and DTAG has achieved the Minimum Volume,
while this Agreement is in effect Chrysler will pay DTAG the following Fixed
Annual Amount.
2003 Model Year $XXX
2004 Model Year $XXX
2005 Model Year $XXX
2006 Model Year $XXX
2007 Model Year $XXX
Payments will be to DTAG on a quarterly schedule on the first business day of
each July, October, January and April. For example, during the 2004 Model Year
Chrysler will pay DTAG $XXX on the first business day of July 2003, October
2003, January 2004 and April 2004. If this Agreement terminates earlier than at
the end of a Model Year, DTAG must immediately refund to Chrysler one-twelfth of
the annual payment for each whole month remaining in the quarter in which this
Agreement terminates. For example, for the quarter beginning on July 1, 2004, if
this Agreement terminated the subsequent August 13, DTAG would be obligated to
immediately refund to Chrysler XXX dollars ($XXX) (i.e., one whole month
remaining (August 13 to October 1) times $XXX).
9
CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY "XXX" HAVE BEEN
OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH
PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.
4.2. Failure to achieve the Minimum Volume in accordance with section
2.3 in any Model Year will result in forfeiture by DTAG of the Fixed Annual
Amount otherwise payable for that model year. Failure to achieve the Minimum
Volume does not relieve either party from its other obligations under this
Agreement, providing DTAG purchases Vehicles in such numbers as to constitute
75% of its vehicle fleet acquisitions.
4.3. For each Vehicle purchased by DTAG or purchased by a franchisee
as an assignment of DTAGs allocation under this Agreement through a Chrysler
fleet sales program pursuant to the GDP Volume and Other Volume, Chrysler will
pay XXX Dollars ($XXX) to DTAG on a net 30th proximo basis against a DTAG
invoice therefor.
5. TERM AND TERMINATION
5.1. This Agreement will be effective from the beginning of the 2003
Model Year. This Agreement will terminate at the end of the 2007 Model Year
unless earlier terminated as set forth below. At the conclusion of each model
year Chrysler and DTAG representatives will meet and discuss amending this
Agreement by extending it an additional 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.
10
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. Until DTAG achieves the Available Volume, 75% of DTAG's fleet
acquisitions must be Vehicles or Chrysler may immediately terminate this
Agreement.
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,
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.
11
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.
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 or assign for purchase by the listed franchisees, Vehicles pursuant to
this Agreement only for purposes of DTAG, its affiliates or franchisees using
those Vehicles 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. 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.
12
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.
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.
13
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
14
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.
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 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.
15
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.
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 xxxx and is subject to
prior written approval by an authorized representative of the party owning the
trademark, trade name or service xxxx.
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.
16
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.
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 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
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.
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,
(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 and General Counsel
DaimlerChrysler Motors Company LLC
0000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xx 00000-0000
Facsimile: (000) 000-0000
and, sent to:
Vice President, Fleet Operations
0000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xx 00000-0000
Facsimile: (000) 000-0000
18
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.
or if given to DTAG, sent to:
President and Chief Executive Officer
Dollar Thrifty Automotive Group, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx, XX 00000-0000
Facsimile: (000) 000-0000
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 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 an y 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.
19
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.
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. This Agreement supersedes and terminates the Vehicle
Supply Agreement dated July 1, 2001 between the parties, as of this Agreement's
effective date.
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.
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.
IN WITNESS WHEREOF, the parties have executed this Agreement on this
31st day of October, 2002.
DOLLAR THRIFTY DAIMLERCHRYSLER MOTORS COMPANY LLC
AUTOMOTIVE GROUP, INC.
By:________________________________ By:________________________________
Xxx Xxxxx X. X . Xxxxxxx
Chairman & Chief Executive Vice President
Executive Officer Global Sales & Marketing
21
