1
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 10.2
AMENDED AND RESTATED VEHICLE SUPPLY AGREEMENT
THIS AGREEMENT is entered into as of the 1st day of July, 1997 between
Chrysler Corporation, 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 Thrifty Rent-A-Car
System, Inc. , a corporation organized and existing under the laws of the state
of Oklahoma, whose principal place of business is located at 0000 Xxxx 00xx
Xxxxxx, Xxxxx, Xxxxxxxx 00000-0000 ("Thrifty").
WHEREAS Chrysler is in the business of manufacturing and selling motor
vehicles;
WHEREAS Thrifty operates a franchised vehicle rental system and purchases
vehicles in order to lease those vehicles to its franchisees;
WHEREAS Chrysler and Thrifty desire to make a long-term arrangement for
Thrifty to purchase Chrysler vehicles;
WHEREAS Chrysler is in the process of directly or indirectly offering to
sell some or all of its equity interest in Thrifty;
WHEREAS Chrysler and Thrifty entered into a Vehicle Supply Agreement on
May 1, 1996; and,
WHEREAS Chrysler and Thrifty desire to amend and restate the terms of that
Vehicle Supply Agreement.
NOW THEREFORE, in consideration of the premises and covenants herein
contained the parties agree as follows:
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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 non-affiliated daily car rental companies for the purchase of
Vehicles through Chrysler's authorized dealers that provides, subject to certain
terms and conditions, for either Chrysler's guarantee of the depreciated value
upon resale of, or Chrysler's repurchase 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, or Chrysler's
repurchase 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 non-affiliated 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,
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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.
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.
1.4. OTHER VOLUME means an annual volume of Vehicles made available
by Chrysler other than under a GDP Program for purchase by Thrifty through
Chrysler's 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 Thrifty 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 manufactured by or for Chrysler.
2. SUPPLY OF GDP 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
Thrifty through Chrysler's authorized dealers the following respective volumes
of Vehicles:
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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 TARGET GDP VOLUME OTHER VOLUME
1997 29,699 7,425
1998 30,548 7,637
1999 31,421 7,855
2000 32,319 8,080
2001 33,243 8,311
Thrifty 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 Thrifty by
advising Chrysler of that assignment in writing.
2.2 For any given Model Year, if Thrifty 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
Thrifty 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 Thrifty franchisees under assignments from Thrifty pursuant to Section 2.1 of
this Agreement are to be counted as Thrifty purchases for purposes of this
Section 2.2.
2.3. At least eighty percent (80%) of the vehicles obtained by
Thrifty in any Model Year, irrespective of whether obtained by purchase, lease
or otherwise, must be Vehicles, until and unless Thrifty obtains an aggregate
volume of Vehicles
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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.
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 Thrifty must purchase at least the following
respective minimum volume of Vehicles under the then-current terms of any GDP
Program then in effect:
MODEL YEAR MINIMUM GDP VOLUME
1997 19,602
1998 20,161
1999 20,738
2000 21,330
2001 21,940
Purchases by Thrifty franchisees under an assignment from Thrifty pursuant to
Section 2.1 may not be counted as purchases by Thrifty for purposes of this
Section 2.4.
2.5. Chrysler will make a GDP Program available to Thrifty 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
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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.
businesses in the United States, or if Ford or GM, as the case may be, ceases 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 the exercise of 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 Thrifty. Notwithstanding the terms and conditions of
any GDP Program, Thrifty may use Vehicles made available by Chrysler to Thrifty
under this Agreement in the State of Hawaii.
3. ADVERTISING AND PROMOTION
3.1. Thrifty 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
Thrifty must all be in accordance with the advertising and promotional
guidelines communicated by Chrysler to Thrifty.
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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.
3.2. Thrifty 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 Thrifty, or that is
placed or caused to be placed by Thrifty, 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 Chrysler;
(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 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. Thrifty, 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 Thrifty, or that is placed or caused to be
placed by Thrifty) 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 Chrysler. This Section survives
any termination of this Agreement for a reasonable time, but in no event for
less than one year after that termination.
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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 Thrifty has occurred or is continuing, while this Agreement is in
effect Chrysler will pay to Thrifty XXX Dollars ($XXX) to Thrifty on the first
business day of each July, October, January, and April, commencing with July,
1996 and ending with April, 2001. If this Agreement terminates earlier than at
the end of the 2001 Model Year, Thrifty must immediately refund to Chrysler
XXX Dollars ($XXX) for each whole month remaining in the quarter in which this
Agreement terminates. For example, for a quarter beginning on July 1, if this
Agreement terminated the subsequent August 13, Thrifty would be obligated to
immediately refund to Chrysler XXX Dollars ($XXX) (i.e., one whole month
remaining (August 13 to October 1) times $XXX).
4.2. (a) For each Vehicle purchased by Thrifty (but not for any
Vehicle purchased by a Thrifty 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 Thrifty on a net 30th proximo basis against a
Thrifty invoice therefor:
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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.
MODEL YEAR PER UNIT AMOUNT MAXIMUM VOLUME
1997 $XXX 31,974
1998 $XXX 32,887
1999 $XXX 33,827
2000 $XXX 34,794
2001 $XXX 35,789
(b) Notwithstanding Section 4.2.(a) above, for each Vehicle purchased by
Thrifty that is a part of the additional volume made available for purchase by
Thrifty under a GDP Program by Chrysler pursuant to Section 2.2 of this
Agreement, Chrysler will pay the following respective amount to Thrifty on a net
30th proximo basis against a Thrifty invoice therefor:
MODEL YEAR PER UNIT AMOUNT
1997 $XXX
1998 $XXX
1999 $XXX
2000 $XXX
2001 $XXX
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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. TERM AND TERMINATION
5.1. This Agreement will be effective from the beginning of the 1997
Model Year. This Agreement will terminate at the end of the 2001 Model Year
unless earlier terminated as set forth below. Either party may make a proposal
to the other party regarding Chrysler supplying Vehicles to Thrifty after the
2001 Model Year, including without limitation an extension of this Agreement, at
any time after the beginning of the 1999 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.
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 Thrifty
fails to purchase Vehicles for at least eighty percent (80%) of its fleet in any
given Model Year
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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 accordance with Section 2.3, or if Thrifty 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
Thrifty.
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.
7. WARRANTY AND REPRESENTATION
Thrifty warrants and represents to Chrysler, upon which warranty and
representation Chrysler has relied in the execution hereof, that Thrifty will
purchase
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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.
Vehicles pursuant to this Agreement only for purposes of leasing those Vehicles
to its franchisees for use in a bona fide daily rental business, and 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.
9. INJUNCTIVE RELIEF
Thrifty 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 Thrifty. Thrifty also acknowledges that in the event of a breach of any of
those Sections by Thrifty, Chrysler may apply for and will be entitled to
receive injunctive relief from any court of competent jurisdiction enjoining
Thrifty from any further breach of its obligations
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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.
under those Sections without Chrysler having to offer specific proof that
Chrysler has suffered irreparable harm.
10. ADHERENCE BY FRANCHISEES
Chrysler acknowledges that Thrifty's franchisees are independent
businesses that are not parties to this Agreement. Thrifty must, to the maximum
extent possible consistent with Thrifty's preexisting agreements and applicable
law, obtain the adherence of Thrifty's franchisees to the terms of Article 3 of
this Agreement.
11. INDEMNIFICATION
11.1. Thrifty 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 Thrifty or any of its franchisees, (b) any
promotional or publicity items relating to Chrysler or the rental or leasing of
Vehicles by Thrifty or any of its franchisees, (c) any franchisee incentive
program or payment implemented or promised by Thrifty, and (d) any assignment,
or any failure to assign, by Thrifty to a Thrifty franchisee under Section 2.1
of this Agreement (a "Claim"). Thrifty 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 Thrifty's written consent to that settlement.
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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.
11.2. If Chrysler receives notice of the commencement or threatened
commencement of an action or proceeding involving a Claim, Chrysler will
promptly notify Thrifty of that Claim. A failure by Chrysler to promptly notify
Thrifty does not relieve Thrifty of its obligations under this Agreement except
to the extent that Thrifty can demonstrate that that failure damaged Thrifty.
Thrifty will be entitled to have control of the defense or settlement of any
Claim if Thrifty notifies Chrysler within fifteen days of Thrifty's receipt of
Chrysler's notice that Thrifty 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 Thrifty 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 Thrifty
that Thrifty is taking control of a Claim, Thrifty will not be liable for any
legal expenses incurred by Chrysler in defense of that Claim. If Thrifty does
not timely notify Chrysler that Thrifty elects to take control of a Claim, then
Chrysler may defend that Claim in such manner as Chrysler deems appropriate, and
Thrifty will bear all costs and expenses of Chrysler's defense. Thrifty will
promptly reimburse Chrysler for those costs and expenses as they are incurred.
Notwithstanding Thrifty's election to control the defense of a Claim, Chrysler
will have the right to engage separate legal counsel and Thrifty 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 Thrifty such that an
actual or potential conflict of interest exists between Thrifty and Chrysler.
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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
Thrifty must maintain, and Chrysler has the right to audit or
verify, all accounts, books, records and other documents with respect to
Thrifty's performance of its obligations under this Agreement. This right will
continue for two years after the Agreement terminates. Thrifty must cooperate
with Chrysler's reasonable requests regarding the arrangements for conducting
such an audit or verification.
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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 Thrifty'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.
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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 Thrifty 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, General Counsel and Secretary
Chrysler Corporation
0000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000-0000
Facsimile: (000) 000-0000
or if given to Thrifty, sent to:
President
Thrifty Rent-A-Car System, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx, XX 00000-0000
Facsimile: (000) 000-0000
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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 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 any person or entity other than Chrysler or
Thrifty.
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.
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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, including without limitation
the Vehicle Supply Agreement dated May 1, 1996 between Chrysler and Thrifty.
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.
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.
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IN WITNESS WHEREOF, the parties have executed this Agreement on this
5th day of November, 1997.
THRIFTY RENT-A-CAR CHRYSLER CORPORATION
SYSTEM, INC.
By: /s/ Xxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------ --------------------------------
Xxx Xxxxxxxxx Xxxxx X. Xxxxxx
President Executive Vice President
Sales & Marketing
20
