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[Certain portions of this Exhibit have been omitted pursuant to a request for
confidential treatment as indicated by an * and separately filed with the
Commission]
GENERAL MOTORS
NAO FLEET OPERATIONS
December 16, 1998
Xx. Xxxxx Xxxxxx
Vice President--Fleet Operations
Automotive Rental Group
Republic Industries, Inc.
000 X.X. 6th Street
Ft. Lauderdale, FL 33301
Dear Xx. Xxxxxx:
This letter will confirm the agreement ("Agreement") reached between National
Car Rental System, Inc. ("National") and General Motors ("GM") regarding
National's purchase or lease of GM vehicles for model year 1999. The details of
the Agreement are as follows:
1999 MODEL YEAR
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1. National will purchase or lease from GM dealers of their choice a *
1999 model GM vehicles under the terms and conditions of GM's 1999 Model Year
Daily Rental Purchase Program (refer Attachment 1). National has agreed to
purchase these GM vehicles in a mix which includes a considerable number of GM's
higher priced models and which represents a higher percentage of these units
than National otherwise would purchase. The agreed mix of units is as follows:
Cavalier * DeVille *
Sunfire * Camaro *
Grand Am * Firebird *
Alero * Venture *
Malibu * Trans Sport *
Cutlass * Silhouette *
Century * Astro van *
Lumina * Safari van *
Monte Carlo * Blazer *
Grand Prix * Xxxxx *
Regal * Bravada *
Intrigue * Full Size Van *
Bonneville * C/K Truck *
LeSabre * Yukon *
Eighty Eight * Suburban *
Total Units *
2. a. National agrees*.
b. *.
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3. GM agrees to offer National the availability of the YT1/YT2 short term
programs for vehicles described in Paragraph 1. Refer to ATTACHMENT 4
AND 5 for program parameters.
4. National agrees that in all advertising and promotional materials
which National undertakes for the 1999 Model Year (September 1, 1998
through August 31, 1999), National will feature only General Motors
products where any vehicle is featured or promoted. During the term of
this Agreement, National agrees to allow such space and include such
tag lines as is in accordance with the customer of the trade industry.
5. In exchange for this Agreement to purchase, promote and service the
number of 1999 models and in a vehicle mix satisfactory to GM, as
described in Paragraph 1, GM will provide National with * in addition
to any incentives due under the terms and conditions of GM's 1999 Model
Year Daily Rental Purchase Program.
6. The * 25th day of the month following vehicle delivery and receipt of
a diskette/electronic media transmission by GM provided GM receives
National's diskette/electronic media transmission by the last business
day of the month. A diskette/electronic media transmission received
after the last business day of the month * the 25th of the following
month. This diskette/electronic media transmission must include VIN
numbers on the portion of the * in the preceding month and not covered
*. ATTACHMENT 2 details data transmission and record format
requirements and should be used when reporting vehicle acquisitions.
The report of vehicle acquisitions should be transmitted by EDS Elite
to the GM Auction Sales and Remarketing Department or diskettes sent to
the following address:
Attention: X.X. Xxxxxx, Director - Finance
NAO Fleet Operations
Renaissance Center
Tower 000, 00xx Xxxxx
XX 000-X00-X00
Xxxxxxx, Xxxxxxxx 00000-1000
In the event that National does not purchase or lease the agreed number
of vehicles at the agreed mix, * National as described in Paragraph 6
by General Motors * to GM on demand subject to Paragraph 7.
7. All volume and mix requirements are subject to reasonable minor
adjustments based upon mutual agreement between the parties when the
exact circumstances faced by both parties are known at the time of
vehicle delivery. It is understood that these adjustments may require
National to purchase a comparably priced mix of product. In the event
that either party cannot fulfill any terms of this Agreement due to
events beyond its control, such as acts of God, labor disputes, and
severe economic downturns, the parties will enter negotiations with the
intent of allowing both to continue business without substantial
penalty.
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8. National agrees to provide to GM, at the beginning of each month, a
schedule of anticipated purchases of 1999 model year vehicles (model
year fleet plan) by division and car line, by month and model year.
National also agrees to provide to GM, at the end of each month, a
schedule of 1998 and 1999 model vehicle returns by vehicle size (e.g.,
economy, midsize, etc.) by month of the 1998 and 1999 calendar years. *
9. National agrees to retain any documents or records relevant to
vehicles purchased under this Agreement or any GM program and/or * this
Agreement or any other GM program for two years after the close of the
program. National agrees to permit any designated representative of GM
to examine, audit and take copies of any accounts and records National
is to maintain under this Agreement. National agrees to make such
accounts and records readily available at its facilities during regular
business hours. GM agrees to furnish National with a list of any
reproduced records.
10. This agreement is confidential and proprietary information of General
Motors and is intended for the sole use by GM and National. Failure to
maintain confidentiality of the terms of this agreement may result in
loss of Fleet Authorization privileges with regard to future purchases.
On behalf of the General Motors' Car and Truck Divisions, I would like to
express my appreciation for your business and hope this Agreement will continue
to strengthen our business relationship.
Please return a copy of this letter acknowledging your agreement to the above.
Very truly yours,
/s/ Xxxxxxx X. Xxx
Xxxxxxx X. Xxx
Executive Director
Fleet Operations
/s/ Xxxxx Xxxxxx
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Acknowledged and Agreed
Republic Industries, Inc.
Date: December 18, 1998
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