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EXHIBIT 4.18
EXECUTION COPY
DEALER AGREEMENT
THIS DEALER AGREEMENT, dated as of March 4, 1998 (as the same may be
amended, supplemented, amended and restated or otherwise modified from time to
time in accordance with the terms hereof, this "Agreement"), among DOLLAR
THRIFTY FUNDING CORP., an Oklahoma corporation ("DTFC" or the "Company"), DOLLAR
THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation ("DTAG"), CREDIT SUISSE
FIRST BOSTON CORPORATION, a Massachusetts corporation ("CSFB"), as a dealer, and
CHASE SECURITIES INC., a Delaware corporation ("Chase"), as a dealer (each of
CSFB and Chase a "Dealer" and, together with any other dealers for Commercial
Paper Notes engaged by DTFC from time to time that agree to become parties
hereto and to the Collateral Agreement (such capitalized term and the other
capitalized terms used and not defined herein shall have the meanings assigned
thereto pursuant to Section 1 hereof), collectively, the "Dealers").
W I T N E S S E T H:
WHEREAS, the Company has requested each Dealer to act as a commercial
paper dealer for the Company's secured notes with maturities of up to 58 days
from date of issue (collectively, the "Commercial Paper Notes").
WHEREAS, the Commercial Paper Notes will be represented by either
individual note certificates in physical form ("Certificated Notes") or a master
note (the "Master Note") issued by the Company pursuant to that certain
Depositary Agreement, dated as of March 4, 1998, between the Company and Bankers
Trust Company, a New York banking corporation, as Depositary (as the same may be
amended, supplemented, amended and restated or otherwise modified from time to
time in accordance with the terms thereof and in effect, the "Depositary
Agreement"). Commercial Paper Notes represented by a master note shall be
referred to herein as "Book-Entry Notes". Certificated Notes shall be issued
substantially in the form of Exhibit A to the Depositary Agreement, while the
Master Note shall be issued substantially in the form of Exhibit E to the
Depositary Agreement.
WHEREAS, each Dealer has indicated its willingness to act as dealer for
the Commercial Paper Notes, subject to the satisfactory completion of such
investigation and inquiry into the Company's business as each Dealer deems
appropriate under the circumstances.
NOW THEREFORE, in consideration of the premises and the agreements
herein contained, and for due and adequate consideration which the parties
hereto hereby acknowledge, the parties hereto hereby agree as follows:
1. Certain Definitions. For all purposes of this Agreement, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in, or incorporated by reference into,
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(i) the Definitions List attached as Annex A to that certain Liquidity
Agreement, dated as of March 4, 1998 (as the same may be amended, restated,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, the "Liquidity Agreement"), among the Company, certain financial
institutions as Liquidity Lenders and Credit Suisse First Boston, a Swiss
banking corporation, as the Liquidity Agent for the Liquidity Lenders, as such
Definitions List may be amended, supplemented, amended and restated or otherwise
modified from time to time in accordance with the terms of the Liquidity
Agreement, (ii) the Series 1998-1 Supplement, dated as of March 4, 1998 (as the
same may be amended, restated, supplemented or otherwise modified from time to
time in accordance with the terms thereof, the "Series 1998-1 Supplement"),
between Rental Car Finance Corp., an Oklahoma corporation ("RCFC"), as issuer,
and Bankers Trust Company, a New York banking corporation, as trustee (in such
capacity, the "Trustee") and enhancement agent (in such capacity, the
"Enhancement Agent"), to the Base Indenture, dated as of December 13, 1995 (as
amended as of December 23, 1997, and as the same may be further amended,
restated, supplemented or otherwise modified from time to time in accordance
with the terms thereof, the "Base Indenture"), between RCFC and the Trustee, and
(iii) the Definitions List attached as Schedule 1 to the Base Indenture, as such
Definitions List may be amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms of the Base Indenture, provided
that to the extent, if any, that any capitalized term used but not defined
herein has a meaning assigned to such term in more than one of the documents
referred to in clauses (i) though (iii) above, then (x) if a meaning is assigned
to such term in the Definitions List attached as Annex A to the Liquidity
Agreement, such meaning shall apply herein, and (y) if a meaning is not assigned
to such term in the Definitions List attached as Annex A to the Liquidity
Agreement, then the meaning assigned to such term in the Series 1998-1
Supplement shall apply herein.
2. Appointment as Dealer. (a) The Company hereby appoints the Dealers
as dealers for the Commercial Paper Notes and acknowledges that the Dealers
shall have the right to assist the Company in the sale or placement of the
Commercial Paper Notes during the term of this Agreement. The Company agrees
that during the period the Dealers are acting as the Company's dealers
hereunder, the Company shall not directly contact or solicit potential investors
to purchase the Commercial Paper Notes. The Company further agrees during such
period that it will not engage any person or party other than the Dealers to
assist in the sale or placement of the Commercial Paper Notes unless any such
additional dealer enters into an agreement with the Company that is in form and
substance substantially similar to this Agreement. The Company further agrees to
provide the Dealers with a copy of any such other agreement immediately
following the execution thereof. While the Dealers shall not have any obligation
to purchase, as principal, Commercial Paper Notes from the Company, or to offer
or sell any Commercial Paper Notes, under any circumstances, and while the
Company shall have no obligation to sell Commercial Paper Notes to, or to
arrange sales of Commercial Paper Notes through, the Dealers, each Dealer may,
from time to time, with the consent of the Company (oral or written), purchase
in its sole discretion Commercial Paper Notes, as principal, from the Company.
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(b) The Company and each Dealer respectively agree that any Commercial
Paper Notes, the placement of which such Dealer arranges or which are purchased
by such Dealer, shall be placed or purchased by such Dealer in reliance on the
representations, warranties, covenants and agreements of the Company contained
herein or made pursuant hereto and on the terms and conditions and in the manner
provided herein. All transactions involving the Commercial Paper Notes between a
Dealer and the Company shall be in accordance with the generally accepted custom
and practice prevailing in the commercial paper market at such times.
(c) Upon receipt of instructions from the Company, each Dealer will
solicit purchases of such principal amount of the Commercial Paper Notes and
with such discounts, interest rates and maturities as the Company and such
Dealer shall agree upon from time to time during the term of this Agreement.
Such Dealer shall have no liability to the Company in the event any such
purchase is not consummated for any reason. Unless otherwise instructed by the
Company, each Dealer will periodically communicate to the Company, orally or in
writing, the aggregate purchase of Commercial Paper Notes arranged by such
Dealer with third party investors, other than offers rejected by such Dealer.
Each Dealer shall have the right, in its discretion reasonably exercised, to
reject any proposed purchase of Commercial Paper Notes, in whole or in part.
(d) The Company may instruct any Dealer to suspend solicitation of
purchases of Commercial Paper Notes at any time (other than Commercial Paper
Notes held by any Dealer as principal). Upon receipt of such instruction, such
Dealer will forthwith suspend solicitation until such time as the Company has
advised it that solicitation of purchases may be resumed.
3. Offers and Sales of the Commercial Paper Notes. The Commercial Paper
Notes are to be exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Act"), pursuant to Section 3(a)(3) thereof. The
Dealers and the Company hereby establish the following procedures in connection
with the offer and sale or resale of the Commercial Paper Notes:
(a) No sale of Commercial Paper Notes to any one purchaser will be for
less than $100,000 face amount and no Commercial Paper Note will be issued in a
smaller face amount. If the purchaser is a non-bank fiduciary acting on behalf
of others, each person for whom it is acting must purchase at least $100,000
face amount of the Commercial Paper Notes.
(b) The Commercial Paper Notes will bear such interest rates (if
interest-bearing), or will be sold at such discounts from their face amounts, as
shall be mutually agreed to by the Company (after consultation with DTAG) and
the Dealers at the time of each proposed purchase or placement.
(c) The proceeds from the sale of the Commercial Paper Notes will be
used by the Company for current transactions within the meaning of Section
3(a)(3) of the Act.
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(d) The Commercial Paper Notes will be issued by the Company in the
ordinary course of its business and financial affairs, will have a maturity at
the time of issuance of not more than fifty-eight (58) days (exclusive of days
of grace) and will not contain any provision for automatic "rollover".
(e) In connection with the offer and sale of the Commercial Paper Notes
from time to time, offering materials will be prepared by the Company, including
vehicle experience reports, a commercial paper offering memorandum (as
supplemented or otherwise modified or substituted or replaced from time to time,
the "Offering Memorandum") relating to the Company and the transactions
contemplated by the CP Program Documents. Such vehicle experience reports, the
Offering Memorandum and the audited balance sheets and statements of income,
retained earnings and cash flows of DTAG and its Subsidiaries on a consolidated
basis for the two most recent fiscal years with respect to which such
information is available and the notes thereto and the unaudited balance sheets
and statements of income, retained earnings and cash flows of DTAG and its
Subsidiaries on a consolidated basis as of the end of the most recent fiscal
quarter with respect to which such information is available and the
corresponding fiscal quarter for the immediately prior year, together with any
other documents approved by the Company for distribution to each purchaser or
prospective purchaser of the Commercial Paper Notes and all documents
incorporated therein are referred to collectively herein as the "Offering
Materials". Each Dealer shall make a copy of such Offering Materials available
to each purchaser or prospective purchaser of the Commercial Paper Notes. The
Offering Materials will describe, among other things, (i) the Commercial Paper
Notes, (ii) the proposed use of proceeds of sale of the Commercial Paper Notes,
(iii) the business of the Company, and (iv) the terms of and parties to the CP
Program Documents. All documents incorporated by reference into the Offering
Materials (if any) will be offered to each prospective purchaser of Commercial
Paper Notes at no charge. In connection with such Offering Materials and to
assist the normal credit review procedures of each Dealer, the Company agrees to
furnish such Dealer on a continuing basis with such information concerning the
business of the Company (including financial statements), the offering and sale
of the Commercial Paper Notes and the related transactions as such Dealer
reasonably requests, provided that such Dealer enters into a confidentiality
agreement substantially in the form of Exhibit A attached hereto (the
"Confidentiality Agreement"). Any such information may only be disclosed by any
of the Dealers (i) pursuant to the terms of the Confidentiality Agreement or
(ii) if (A) the party to whom such information is being disclosed signs a
confidentiality agreement substantially similar to the Confidentiality Agreement
and (B) such disclosure is approved by the Company.
(f) The Offering Materials will not be distributed by any Dealer unless
it is in a form satisfactory to such Dealer and the Company. No Dealer shall be
responsible for any inaccuracy in the Offering Materials except to the extent
such statement was provided in writing by such Dealer expressly for use in the
Offering Materials, provided that the parties acknowledge that the only
information provided by such Dealer for use in the Offering Materials is: with
respect to CSFB, Xxxxxxxxx Xxxxxxx, Investor Marketing, Short- and Medium-Term
Finance Department, Credit Suisse First Boston, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX
00000, (000) 000-0000; and
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with respect to Chase, Xxxxxx Xxxxx, U.S. Money Market Division, Chase
Securities Inc., 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 10017,(000) 000-0000;
4. Representations and Warranties. (a) The Company represents and
warrants to each Dealer as of the date hereof and as of each date contemplated
by Section 5 hereof that:
(i) The Company (A) has been duly formed and is validly
existing as a corporation in good standing under the laws of the State
of Oklahoma and (B) has the requisite corporate power and authority to
execute and deliver this Agreement, the Commercial Paper Notes, the
Depositary Agreement, the Liquidity Agreement, the Collateral Agreement
and any other CP Program Document to which the Company is a party and
perform its obligations hereunder and thereunder and to own its
properties and conduct its business as described in the Offering
Memorandum.
(ii) The Company is not in violation of its organizational
documents and no Liquidity Agreement Amortization Event or Limited
Liquidity Agreement Amortization Event or, to the Company's knowledge
Potential Liquidity Agreement Amortization Event has occurred and is
continuing. The execution and delivery of this Agreement, the
Depositary Agreement, the Commercial Paper Notes and the other CP
Program Documents to which the Company is a party and the incurrence of
the obligations and consummation of the transactions herein
contemplated (i) will not conflict with, or constitute a breach of or
default under, the certificate of incorporation and by-laws of the
Company or any material contract, indenture, mortgage, loan agreement
or lease, to which the Company is a party or by which the Company may
be bound, or any law, administrative regulation or court decree
applicable to the Company and (ii) will not result in the creation or
imposition of any mortgage, lien, charge or encumbrance of any nature
whatsoever upon any of the properties or assets of the Company except
as contemplated thereby.
(iii) Each of this Agreement, the Depositary Agreement and the
other CP Program Documents to which the Company is a party has been
duly authorized, executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other similar laws
relating to or affecting generally the enforcement of creditors' rights
or by general equitable principles.
(iv) The Commercial Paper Notes have been duly authorized for
issuance, offer and sale as contemplated by this Agreement and, when
issued and delivered against payment of the purchase price therefor,
will constitute legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except
as enforcement thereof may be limited by bankruptcy, insolvency, or
other similar laws
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relating to or affecting generally the enforcement of creditors'
rights or by general equitable principles.
(v) No consent, approval, authorization, order, registration
or qualification of or with any court or any regulatory authority or
other governmental agency or body (including the Securities and
Exchange Commission) is required for the issuance, offer or sale of the
Commercial Paper Notes by the Company in accordance with the terms of
this Agreement or for the consummation of the transactions contemplated
by this Agreement, the Depositary Agreement, the Commercial Paper Notes
and the other CP Program Documents.
(vi) There are no legal or governmental proceedings pending to
which the Company is a party or of which any property of the Company is
the subject, other than as set forth in the Offering Memorandum and
other than legal or governmental proceedings which, in each case, will
not have a Material Adverse Effect on the Company's ability to perform
its obligations under this Agreement, the Depositary Agreement, the
Commercial Paper Notes and each other CP Program Document; and to the
best of its knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.
(vii) The Company is not an "investment company", or a company
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.
(viii) The Commercial Paper Notes will be exempt from
registration under the Act pursuant to Section 3(a)(3) thereof.
Qualification of an indenture in respect to the Commercial Paper Notes
under the Trust Indenture Act of 1939, as amended, will not be required
in connection with the offer, issuance, sale or delivery of the
Commercial Paper Notes.
(ix) When issued in accordance with the Depositary Agreement,
the Commercial Paper Notes will rank at least pari passu with all other
senior secured indebtedness of the Company.
(x) All representations and warranties of the Company made in
the Depositary Agreement, the Liquidity Agreement and any other CP
Program Document to which the Company is a party are true and correct
in all material respects and are repeated herein as though fully set
forth herein.
(xi) The Offering Materials (including the documents
incorporated therein by reference) do not, and the Offering Materials
(including the documents incorporated by reference therein) as amended,
supplemented or otherwise modified or substituted or replaced from time
to time do not and will not contain any untrue statement of a material
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fact or omit to state a material fact necessary to make the statements
contained therein, in the light of the circumstances under which they
were made, not misleading.
(b) DTAG represents and warrants to each Dealer as of the date hereof
and as of each date contemplated by Section 5 hereof that:
(i) DTAG (A) has been duly formed and is validly existing as a
corporation in good standing under the laws of the State of Delaware
and (B) has the requisite corporate power and authority to execute and
deliver this Agreement and each other CP Program Document to which DTAG
is a party and perform its obligations hereunder and thereunder.
(ii) Each of this Agreement and the other CP Program Documents
to which DTAG is a party has been duly authorized, executed and
delivered by DTAG and constitutes the legal, valid and binding
obligation of DTAG enforceable in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other
similar laws relating to or affecting generally the enforcement of
creditors' rights or by general equitable principles.
(iii) All representations and warranties of DTAG made in any
CP Program Document to which DTAG is a party are true and correct in
all material respects and are repeated herein as though fully set forth
herein.
5. Additional Representation and Warranty. Each acceptance by the
Company of an offer for the purchase of Commercial Paper Notes shall be deemed
an affirmation by the Company and (as to (i) and (iv) below) by DTAG that (i)
the representations and warranties of the Company and DTAG set forth in Section
4 hereof are true and correct at the time of such acceptance (except to the
extent such representations and warranties relate solely to an earlier date, in
which case such representations and warranties were true and correct as of such
earlier date), and an undertaking that such representations and warranties will
be true and correct at the time of delivery, to the purchaser or its agent of
the Commercial Paper Note or Commercial Paper Notes relating to such acceptance,
as though made at and as of such time (it being understood that insofar as such
representations and warranties relate to the Offering Materials, such
representations and warranties shall relate to the Offering Materials delivered
to prospective purchasers of Commercial Paper Notes at the time of such
acceptance and at the time of such delivery of the Commercial Paper Note or
Commercial Paper Notes relating to such acceptance, respectively), (ii) since
the date of the most recent Offering Materials, there has been no material
adverse change in the financial condition or operations of the Company which has
not been disclosed to the Dealers in writing, (iii) the conditions precedent to
the issuance of the Commercial Paper Notes set forth in the CP Program Documents
have been fulfilled and such Commercial Paper Notes are entitled to the benefits
of the Series 1998-1 Letter of Credit, the Liquidity Agreement, the Master
Collateral Agency Agreement and the Collateral Agreement, (iv) the
representations and warranties of the Company and DTAG set forth in the CP
Program
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Documents are true and correct in all material respects on and as of such date
as if made on and as of such date (except to the extent such representations and
warranties relate solely to an earlier date, in which case such representations
and warranties were true and correct as of such earlier date) and (v) the
Company has performed all covenants and agreements contained in this Agreement
and the other CP Program Documents required to be performed by the Company on or
prior to such date.
6. Covenants. (a) The Company will supply to each Dealer, on a
continuing basis, (x) copies of all correspondence with, and all documents and
other information that the Company makes available to, Standard & Poor's Ratings
Services, a division of The McGraw Hill Companies ("S&P"), Xxxxx'x Investor
Service, Inc. ("Moody's") and Duff & Xxxxxx Credit Rating Co. ("DCR") in
connection with the transactions contemplated hereby, consistent with the
Confidentiality Agreements to be entered into by the Dealers pursuant to this
Agreement, and by the other CP Program Documents and (y) three (3) copies of all
audited annual reports and all unaudited interim reports of DTAG supplied to the
Company by DTAG pursuant to the CP Program Documents.
(b) Pursuant to the Depositary Agreement, the Company will maintain a
segregated trust account in the corporate trust department at the Depositary
into which all of the proceeds of the sale of the Commercial Paper Notes (net of
commissions) will be deposited by the Depositary. Only (i) the net proceeds of
the sale of the Commercial Paper Notes and (ii) such funds as, together with the
proceeds of the Commercial Paper Notes, shall be necessary to make all payments
in respect of the Commercial Paper Notes, shall be deposited in such account,
which shall be maintained at the Depositary separate and apart from any other
account, but which may be subdivided into separate sub-accounts for bookkeeping
purposes. The Company will take all action necessary to ensure that the proceeds
from the sale of the Commercial Paper Notes will be used for purposes which meet
the "current transactions" requirements of Section 3(a)(3) of the Act.
(c) The Company will not use the proceeds of Commercial Paper Notes
purchased and held by a Dealer, as principal, for the purchase or carrying of
securities to the extent that such use would result in a violation of
Regulations G, T, U or X promulgated by the Board of Governors of the Federal
Reserve System.
(d) Without the prior written consent of each Dealer, the Company will
not permit to become effective (i) any amendment, supplement, rider, waiver,
termination, or consent to or under any Commercial Paper Note, the Depositary
Agreement or any other CP Program Document to which it is a party which might
adversely affect the interests of the holder of any Commercial Paper Notes then
outstanding (provided, that an amendment, supplement, rider, waiver,
termination, or consent relating to a change in the rating to "A-2" by S&P,
"P-2" by Moody's and "D-1-" by DCR shall become effective without the prior
written consent of each Dealer), provided that each Dealer is given sixty (60)
days prior written notice), or (ii) the assignment of the Company's rights under
any Commercial Paper Note, the Depositary
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Agreement or any other CP Program Document. The Company will give the Dealers
written notice of any such proposed amendment, supplement, rider, waiver,
termination, consent or assignment at least ten days prior to the effective date
thereof, and will furnish prior notice to the Dealers of any proposed
resignation, termination or replacement of the Depositary. The Company agrees
promptly to provide each of the Dealers with copies of any amendment,
supplement, rider, waiver, termination, or consent to or under any Commercial
Paper Note, the Depositary Agreement or any other CP Program Document.
(e) The Company will immediately notify each Dealer of any downgrade of
which it has knowledge, or notice received by the Company of a potential
downgrade, in the rating of the Commercial Paper Notes, in any event prior to
any subsequent issuance of Commercial Paper Notes, and will promptly send to
each Dealer a copy of any notice or letter to that effect from S&P, Moody's or
DCR.
(f) The Company will use good faith efforts to arrange for the
qualification of the Commercial Paper Notes for sale under the state securities
or "blue sky" laws of such jurisdictions in the United States as any Dealer may
reasonably request in writing and will maintain such qualification in effect as
long as required for the distribution of the Commercial Paper Notes in such
jurisdiction; provided, however, that the Company shall not be required to
become subject to service of process or franchise taxation as a foreign
corporation in any jurisdiction where it was not theretofore so subject.
(g) The Company agrees to update the Offering Materials as necessary so
that at the time of each sale by a Dealer of Commercial Paper Notes, the
Offering Materials, as so updated, will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Each of DTAG and the Company shall promptly inform each of the
Dealers if any event occurs or condition exists which makes it necessary to
revise, amend or supplement the Offering Materials in order that the Offering
Materials will not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. Prior to
any offer or sale of Commercial Paper Notes, each Dealer shall, with the
cooperation and consent of DTAG and the Company have the right to make such
reasonable due diligence investigation of the business of DTAG and the Company
as is usual in the course of continuous offerings of commercial paper.
(h) The Company has credit facilities under the Liquidity Agreement and
the Series 1998-1 Letter of Credit and will at all times maintain in effect
committed credit facilities and/or cash collateral accounts with unutilized
available amounts thereunder not less than the principal (plus interest, if any,
to maturity) amount of outstanding Commercial Paper Notes and will advise, and
cause the Collateral Agent to advise the Dealers, as frequently as the Dealers
may request, of the status and usage of such credit facilities.
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(i) The Company will provide each Dealer with each notice or copy of
notice required to be provided by the Company to the Dealers under this
Agreement or any other CP Program Document.
(j) For the period commencing on the date hereof and ending the date
that is one year and one day after the date upon which all Commercial Paper
Notes are paid in full, the Company agrees that each contract to which the
Company is or will be a party (other than contracts for trade payables or
contracts arising in connection with other ordinary operating expenditures)
shall include a provision pursuant to which each party thereto shall agree that,
prior to the close of such period, it will not institute against, or join any
other person in instituting against, the Company any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or other proceeding under any
bankruptcy or similar law.
(k) Without limiting any obligation of the Company pursuant to this
Agreement to provide the Dealers with credit and financial information, the
Company hereby acknowledges and agrees that each Dealer may share and exchange
Offering Materials and any other information or matters relating to the Company
or the transactions contemplated hereby with any of its Affiliates, consistent
with the Confidentiality Agreements to be entered into by the Dealers pursuant
to this Agreement, in the following circumstances: (1) for approving lines of
credit, drawings or borrowings thereunder, and (2) in connection with commercial
paper underwriting, arrangement or sale.
7. Conditions Precedent to Sale or Placement of the Commercial Paper
Notes. (a) Prior to the initial sale of Commercial Paper Notes hereunder, the
Company shall cause to be delivered to each Dealer (i) written opinions of
counsel to the Company, DTAG and the Series 1998-1 Letter of Credit Provider in
form reasonably acceptable to such Dealer, (ii) a certificate of the Secretary
or other appropriate officer of each of the Company and DTAG certifying true
copies of the resolutions of the Company and DTAG, respectively, approving this
Agreement, the Commercial Paper Notes, the Depositary Agreement and each other
CP Program Document to which the Company or DTAG is a party and the transactions
contemplated hereby and thereby and certifying the incumbency, authority and
true signatures of the officers of the Company and DTAG, respectively,
authorized to sign this Agreement, the Commercial Paper Notes, the Depositary
Agreement and each other CP Program Document to which the Company or DTAG is a
party, (iii) an original executed copy, photocopy or conformed copy of this
Agreement, the Depositary Agreement each other CP Program Document, which shall
be in form and substance reasonably acceptable to each Dealer, (iv) the letters
from the Rating Agencies regarding the ratings described in paragraph (b) below,
(v) a certified copy of the Company's certificate of incorporation and its
by-laws and (vi) true and correct copies any documents relating to Commercial
Paper Notes executed by the Company and The Depository Trust Company, and, in
connection with issuance of Commercial Paper Notes in book entry form, a copy of
the master note(s) evidencing Commercial Paper Notes.
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(b) Prior to the initial sale of any Commercial Paper Notes hereunder,
such Commercial Paper Notes shall have been rated at least "A-1" by S&P, "P-1"
by Moody's and "D-1" by DCR, the Commercial Paper Notes shall be rated so by
each of S&P, Moody's and DCR upon each subsequent sale of Commercial Paper Notes
hereunder or shall be rated such other rating as may be acceptable to the
Dealers; provided, however, that the Dealers hereby agree that a rating of X- 0
by S&P, P-2 by Moody's and "D-1-" by DCR is acceptable if such rating results
solely from a downgrading of any Liquidity Lender by S&P, Moody's or DCR , as
the case may be; provided further, however, the Company and DTAG each agrees to
notify each of the Dealers in writing promptly following its receipt of notice
or actual knowledge of the downgrade or potential downgrade of any Liquidity
Lender with respect to the identity of such Liquidity Lender and what action if
any the Company is taking under Section 5.9(a) of the Liquidity Agreement to
replace such Liquidity Lender; provided further, however, the Company agrees to
exercise its right under Section 5.9(a) of the Liquidity Agreement to replace
any Liquidity Lender whose credit rating on its short-term debt has been
withdrawn or downgraded by S&P, Moody's or DCR (if rated by DCR). Such ratings
were obtained by the Company with the understanding that S&P, Moody's and DCR
would continue to monitor the credit of the Company and make future adjustments
in such ratings to the extent warranted.
(c) It will be a condition precedent to the initial issuance of any
Commercial Paper Notes and each subsequent issuance of Commercial Paper Notes
that the issuance of such Commercial Paper Notes will not cause the Company to
have a negative net worth. The Company will be responsible for monitoring its
net worth for purposes of this Section 7(c) and hereby agrees to notify each of
the Dealers promptly following its receipt of notice or actual knowledge that
the issuance of such Commercial Paper Notes will cause the Company to have a
negative net worth.
(d) Prior to the sale of the Commercial Paper Notes, the Company and
DTAG shall approve in writing a copy of the Offering Materials, including the
Offering Memorandum.
8. Delivery of and Payment for the Commercial Paper Notes. (a) On the
date of a proposed issuance of Commercial Paper Notes, the Company shall confer
with one or more of the Dealers as to the face or principal amount, maturities
and denominations thereof, the applicable interest rates or the discounts from
the face amounts, at which the Commercial Paper Notes are to be issued.
(b) On any date on which Commercial Paper Notes are to be sold
hereunder, each Dealer shall notify the Company as soon as practicable but not
later than 12:00 noon (New York City time) on such day of the amount of
Commercial Paper Notes placed by such Dealer by that time on such day.
(c) On any date on which Commercial Paper Notes are to be sold
hereunder, each Dealer shall notify the Depositary as soon as practicable, but
not later than 1:15 p.m. (New York City time) on such day of the amount of
Commercial Paper Notes placed by such Dealer by that time on such day.
-11-
12
9. Indemnification. DTAG agrees to assume liability for and to
indemnify, protect, save and hold harmless each Dealer, each individual,
corporation, partnership, trust, association or other entity (each, a "Person")
controlling each Dealer within the meaning of the Act or the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or any Affiliate of any such
Person or a Dealer and their respective officers, directors, shareholders,
partners, servants, trustees, employees and agents (all of such indemnified
entities hereinafter the "Indemnitees") from and against any and all losses,
liabilities, claims, damages, penalties, causes of action, suits, costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses) or judgments of whatever kind and nature, imposed upon, incurred by or
asserted against the Indemnitees, which are (x) based upon or arising under the
securities laws of the United States of America or of any state and any
regulation, rule or interpretation thereunder or thereof to the extent arising
from the transactions contemplated hereby, (y) based upon the inaccuracy of any
representation made or reaffirmed by DTAG or the Company or the material breach
of any agreement or covenant of DTAG or the Company contained herein or (z)
based upon any untrue statement or alleged untrue statement of a material fact
in the Offering Materials or in any information (whether oral or written) or
documents or made available by the Company to offerees of the Commercial Paper
Notes or any of their representatives, or the omission or alleged omission from
the Offering Materials or from any information (whether oral or written) or
documents furnished or made available by the Company or DTAG to offerees of the
Commercial Paper Notes or any of their representatives of a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, that the obligation of
DTAG under this Section 9 shall not extend to any losses, liability, claims,
damages, penalties, causes of action, suits, costs and expenses which have been
finally judicially determined to have resulted from the Indemnitee's gross
negligence or willful misconduct in respect of clauses (x) or (y) as the case
may be. In case any action, suit or proceeding (each, a "Proceeding") is brought
against any Indemnitee, such Indemnitee shall notify DTAG in writing as soon as
practicable of the commencement thereof, DTAG will be entitled to participate
therein, and, to the extent that DTAG may elect by written notice delivered to
the Indemnitee, to assume the defense thereof, with counsel reasonably
satisfactory to such Indemnitee; provided that if the defendants in any such
Proceeding include both the Indemnitee and DTAG and the Indemnitee shall have
concluded that there may be legal defenses available to it which are different
from or additional to those available to DTAG, the Indemnitee shall have the
right to select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such Proceeding on behalf of such Indemnitee. Upon
receipt of notice from DTAG to such Indemnitee of DTAG's election so to assume
the defense of such Proceeding and approval by the Indemnitee, DTAG will not be
liable to such Indemnitee for expenses incurred by the Indemnitee in connection
with the defense thereof (other than reasonable costs of investigation) unless
(i) the Indemnitee shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that DTAG shall not be liable for the
expenses of more than one separate counsel representing the Indemnitees who are
parties to such Proceeding), (ii) DTAG shall not have employed counsel
reasonably satisfactory to the Indemnitee to represent the Indemnitee within a
reasonable time after notice of commencement of the Proceeding or (iii)
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13
DTAG has authorized in writing the employment of counsel for the Indemnitee.
DTAG agrees that, without any Indemnitee's prior written consent, it will not
settle, compromise or consent to the entry of any judgment in any Proceeding in
respect of which indemnification may be sought under the indemnification
provision of this Agreement (whether or not such Indemnitee is an actual or
potential party to such Proceeding), unless such settlement, compromise or
consent includes an unconditional release of each Indemnitee from all liability
arising out of such Proceeding.
The Company agrees to assume liability for and to indemnify, protect,
save and hold harmless each of the Indemnitees from and against any and all
losses, liabilities, claims, damages, penalties, causes of action, suits, costs
and expenses (including, without limitation, reasonable attorneys' fees and
expenses) or judgments of whatever kind and nature, imposed upon, incurred by or
asserted against the Indemnitees, which are (x) based upon or arising under the
securities laws of the United States of America or of any state and any
regulation, rule or interpretation thereunder or thereof to the extent arising
from the transactions contemplated hereby, (y) based upon the inaccuracy of any
representation made or reaffirmed by the Company or the material breach of any
agreement or covenant of the Company contained herein or (z) based upon any
untrue statement or alleged untrue statement of a material fact in the Offering
Materials or in any information (whether oral or written) or documents furnished
or made available by the Company or DTAG to offerees of the Commercial Paper
Notes or any of their representatives, or the omission or alleged omission from
the Offering Materials or in any information (whether oral or written) or
documents furnished or made available by the Company to offerees of the
Commercial Paper Notes or any of their representatives of a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, that the obligation of
the Company under this Section 9 shall not extend to any losses, liability,
claims, damages, penalties, causes of action, suits, costs and expenses which
have been finally judicially determined to have resulted from the Indemnitee's
gross negligence or willful misconduct in respect of clauses (x) or (y), as the
case may be. In case any Proceeding is brought against any Indemnitee, such
Indemnitee shall notify the Company in writing as soon as practicable of the
commencement thereof, the Company will be entitled to participate therein, and,
to the extent that the Company may elect by written notice delivered to the
Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory
to such Indemnitee; provided that if the defendants in any such Proceeding
include both the Indemnitee and the Company and the Indemnitee shall have
concluded that there may be legal defenses available to it which are different
from or additional to those available to the Company, the Indemnitee shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such Proceeding on behalf of such
Indemnitee. Upon receipt of notice from the Company to such Indemnitee of the
Company's election so to assume the defense of such Proceeding and approval by
the Indemnitee, the Company will not be liable to such Indemnitee for expenses
incurred by the Indemnitee in connection with the defense thereof (other than
reasonable costs of investigation) unless (i) the Indemnitee shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the Company shall
-13-
14
not be liable for the expenses of more than one separate counsel representing
the Indemnitees who are parties to such Proceeding), (ii) the Company shall not
have employed counsel reasonably satisfactory to the Indemnitee to represent the
Indemnitee within a reasonable time after notice of commencement of the
Proceeding or (iii) the Company has authorized in writing the employment of
counsel for the Indemnitee. The Company agrees that, without any Indemnitee's
prior written consent, it will not settle, compromise or consent to the entry of
any judgment in any Proceeding in respect of which indemnification may be sought
under the indemnification provision of this Agreement (whether or not such
Indemnitee is an actual or potential party to such Proceeding), unless such
settlement, compromise or consent includes an unconditional release of each
Indemnitee from all liability arising out of such Proceeding.
The foregoing indemnities will also extend to any supplemental material
subsequently furnished in writing to any Dealer by DTAG or the Company for
distribution to purchasers or prospective purchasers during the term of this
Agreement.
In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 9 is for
any reason held unavailable (otherwise than in accordance with the terms of this
Section 9), DTAG and the Company on the one hand, and any Indemnitee, on the
other hand, sought to be charged with any liability shall contribute to the
aggregate costs of satisfying such liability in the proportion of their
respective economic interests. For purposes of this Section 9, the "economic
interests" of DTAG and the Company shall be equal to the aggregate proceeds of
the Commercial Paper Notes issued in connection with this Agreement received by
the Company and the "economic interest" of any Indemnitee shall be equal to the
aggregate commissions and fees earned hereunder by the Dealer affiliated with
such Indemnitee.
The obligations of DTAG and the Company under this Section 9 shall
survive any termination of this Agreement, in whole or in part.
Notwithstanding anything to the contrary provided herein, neither DTAG
nor the Company will be liable in respect of any settlement of any pending or
threatened action if such settlement is effected without their written consent,
which consent shall not be withheld unless such settlement is unreasonable in
light of the claims or actions against, and defenses available to, the
Indemnitee.
10. Fees and Expenses. Each Dealer shall be entitled to compensation
and reimbursement of expenses in the amounts mutually agreed upon (orally or in
writing) between the Company and such Dealer from time to time including,
without limitation, all of such Dealer's reasonable out-of-pocket expenses,
related to the printing and distribution of any Offering Materials and any
distribution expenses and the reasonable fees and disbursements of its counsel
in connection with the review and negotiation of this Agreement and the other CP
Program Documents.
-14-
15
11. Notices. Unless otherwise indicated, all notices required under the
terms and provisions hereof shall be in writing, either delivered by hand, by
mail (postage prepaid), or by telex, telecopier or telegram, and any such notice
shall be effective when received at the address specified below.
If to the Company:
Dollar Thrifty Funding Corp.
0000 Xxxx 00xx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxxxxx X. XxXxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
If to DTAG:
Dollar Thrifty Automotive Group, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
If to CSFB:
Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Short and Medium-Term Finance Department
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
-15-
16
If to Chase:
Chase Securities Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Money Market Division
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
or at such other address as such party may designate from time to time by notice
duly given in accordance with the terms of this Section 11 to the other party
hereto.
12. GOVERNING LAW. THIS AGREEMENT AND EACH COMMERCIAL PAPER NOTE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
13. Jurisdiction. Each of DTAG and the Company irrevocably agrees, for
the benefit of the holders of Commercial Paper Notes and each Dealer, that any
legal action, suit or proceeding against it arising out of this Agreement may be
brought in the United States District Court for the Southern District of New
York or in the courts of the State of New York and hereby irrevocably accepts
and submits to the non-exclusive jurisdiction of each of the aforesaid courts in
personam, generally and unconditionally with respect to any action, suit or
proceeding for itself and in respect of its properties, assets and revenues.
Each of DTAG and the Company designates CT Corporation System with offices at
0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its agent to receive, accept and
acknowledge on its behalf, service of any legal process, summons, notices and
documents which may be served in any such action, suit or proceeding brought in
the United States District Court for the Southern District of New York or in the
courts of the State of New York which may be made on such agent in accordance
with legal procedures prescribed for such courts. If for any reason such agent
shall cease to be available to act as such, DTAG and the Company agree to
designate a new agent in the City of New York satisfactory to each Dealer. Each
of DTAG and the Company further irrevocably agrees to the service of any legal
process, summons, notices and documents out of any of the aforesaid courts by
mailing copies thereof by registered or certified air mail, postage prepaid, to
it at its address designated pursuant to this Agreement. Nothing herein shall in
any way be deemed to limit the ability of the holder of any Commercial Paper
Notes or any Dealer, to serve any such legal process, summons, notices and
documents in any other manner, as may be permitted by applicable law or to
obtain jurisdiction over DTAG or the Company, or bring actions, suits or
proceedings against DTAG or the Company in such other jurisdictions, and in such
manner, as may be permitted by applicable law.
14. Choice of Forum. Each of DTAG and the Company agrees that any suit,
action or proceeding brought by DTAG or the Company against any Dealer in
connection with or arising
-16-
17
out of this Agreement, any agreement, instrument or document entered into in
connection with this Agreement or the offer and sale of Commercial Paper Notes
shall be brought solely in either the United States Federal courts located in
the Borough of Manhattan, the City of New York or in the courts of the State of
New York located in the Borough of Manhattan, the City of New York.
15. Amendment and Termination; Successors; Counterparts. (a) The terms
of this Agreement shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by written instrument signed by all
parties hereto. The Company may terminate this Agreement as to all parties or as
to one or more Dealers, or a Dealer may terminate this Agreement as to itself
only upon thirty (30) days written notice to each other party hereto, provided
that such termination shall not affect the obligations of the parties hereunder
with respect to Commercial Paper Notes outstanding at the time of such
termination and actions or events occurring prior to such termination or with
respect to Section 9, 10, 19, 20 or 22 hereof.
(b) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns
hereunder.
(c) This Agreement may be executed in several counterparts, each of
which shall be deemed an original hereof.
16. Captions. The captions in this Agreement are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.
17. Effective Date. This Agreement shall be effective as of the date
and year first above written.
18. Severability of Provisions. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability, without invalidating the remaining provisions hereof or
affecting the validity or enforceability, of such provision in any other
jurisdiction.
19. Bankruptcy. Each Dealer covenants and agrees that, prior to the
date which is one year and one day after the payment in full of all Commercial
Paper Notes Outstanding, it will not institute against, or join any other Person
in instituting against, the Company, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States. In the
event that any Dealer takes action in violation of this Section 19, the Company
agrees, for the benefit of the Holders of the Commercial Paper Notes, that it
shall file an answer with the bankruptcy court or otherwise properly contest the
filing of such a petition by the Dealer against the Company or the commencement
of such action and raise the defense that such Dealer has agreed in writing not
to take such action and should be estopped and precluded therefrom and such
other defenses, if any, as its counsel advises that it may assert; and such
Dealer acting in violation of this Xxxxxxx 00
-00-
00
xxxxx xx liable for and pay the costs and expenses of the Company incurred in
connection therewith. The provisions of this Section 19 shall survive the
termination of this Agreement.
20. Limited Recourse. Each Dealer agrees that the obligations of the
Company to such Dealer pursuant to Section 9 hereof shall be payable in the
order and priority set forth in Section 2.01 and 5.02(b), as applicable, of the
Collateral Agreement. Such obligations shall be due and payable by the Company
only to the extent that the Company's Assets are sufficient to pay such
obligations. No claims of any Dealer arising under or in connection with the
Collateral Agreement are intended to be impaired or waived by this Section 20.
The agreement of each Dealer under this Section 20 shall survive termination of
this Agreement.
21. Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto with respect to the matters covered hereby and
supersedes all prior agreements and understandings among the parties.
22. Assignment. This Agreement may not be assigned by DTAG or the
Company without the prior written consent of each of the Dealers or by any
Dealer without the prior written consent of each of DTAG and the Company, and
any such assignment without such consent shall be null and void. Notwithstanding
the immediately preceding sentence, this Agreement may be assigned or
transferred by any of the Dealers to any Affiliate of such Dealer upon at least
30 days prior written notice to each of the Company and DTAG; provided, that,
the Dealer shall remain liable and responsible for its duties and obligations
hereunder if such assignment or transfer is to an Affiliate of such Dealer.
23. Several Obligations. The Company acknowledges that the Dealers are
acting severally under this Agreement, and not jointly, and no Dealer shall have
any responsibility whatsoever for any purchase commitment or other undertaking
made by any other Dealer hereunder.
[Remainder of Page Intentionally Blank]
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19
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
DOLLAR THRIFTY FUNDING CORP.
By:
-------------------------------------
Name:
Title:
DOLLAR THRIFTY AUTOMOTIVE
GROUP, INC.
By:
-------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
CORPORATION
By:
-------------------------------------
Name:
Title:
CHASE SECURITIES INC.
By:
-------------------------------------
Name:
Title:
20
EXHIBIT A
, 199
Dollar Thrifty Automotive Group, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxxx
Dollar Thrifty Funding Corp.
0000 Xxxx 00xx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxxxxx X. XxXxxxx
Re: Confidentiality Agreement
Ladies and Gentlemen:
In order to induce Dollar Thrifty Funding Corp. (the "Company") and
Dollar Thrifty Automotive Group, Inc. ("DTAG") to provide us with certain
confidential and proprietary information concerning the Company and DTAG, and
the Company's assets, credit, liquidity and finances, the Company's business
relationships, various manufacturers and other persons, and any other
confidential and proprietary information provided by the Company or DTAG at any
time, in each case identified by DTAG or the Company as confidential and
proprietary (all of such information collectively referred to herein as the
"Confidential Information") for the sole purpose of and use by us in evaluating
whether to act or continue to act as a dealer in connection with the Company's
asset backed commercial paper program ("Transactions"), we hereby agree with the
Company and DTAG as follows:
1. Confidential Information shall not be disclosed by the
recipient without prior written permission of each of the
Company and DTAG except on a confidential basis to those
directors, officers, representatives and employees of the
recipient who are directly participating in, or engaged in the
evaluation of the proposed Transactions or persons in similar
positions with its affiliate who have a need to know. In
furtherance of such undertakings, the recipient agrees that it
will not duplicate or distribute to anyone, other than its
directors, officers, employees and authorized representatives
(including its accountants, attorneys and agents) who are
directly participating in the Transactions or persons in
similar positions with its affiliates who have a need to know,
any of the Confidential Information for any purpose, including
any competitive purpose, other than the Transactions.
21
2. We shall cause our directors, officers, representatives, and
employees, to observe the terms of this Agreement to the same
extent that we are required to do so.
3. Notwithstanding any other provision in this Agreement, we and
our affiliates may disclose such information as may be
required (a) by court order, subpoena or similar process
issued by a court of competent jurisdiction or by a
governmental body, (b) in any report, statement or testimony
submitted to any municipal, state, federal or other regulatory
body having jurisdiction over such party or any of its
affiliates and required by such regulatory body to be so
disclosed, (c) in order to comply with any law, order,
regulation or ruling applicable to such party or any of its
affiliates, and we shall promptly inform the Company and DTAG
of our disclosure to any party pursuant to this paragraph 3
(other than disclosure of information to regulatory bodies in
the normal course of their regulatory oversight that is not
publicly available), or (d) in any court proceeding instituted
by or against Credit Suisse First Boston Corporation and its
affiliates (collectively, "CSFB") or Chase Securities Inc. or
its affiliates (collectively, "Chase") in furtherance of the
establishment of defenses available to CSFB or Chase, or (e)
to correct any untrue statements or errors in the Offering
Materials (as such term is defined in that certain Dealer
Agreement, dated March 4, 1998, among DTAG, the Company, as
issuer, and Credit Suisse First Boston Corporation and Chase
Securities Inc., each as a dealer thereto (the "Dealer
Agreement")).
4. The Confidential Information shall not include and this
Agreement shall not apply to any information which (i) is
described or included in the Offering Materials, (ii) was or
becomes generally available to the public, without violation
of any obligation of confidentiality by us or our
representatives, (iii) was or becomes available to us from a
third party, provided we do not believe such third party is
prohibited from transmitting the information to us, or (iv)
was or becomes available to us on a non-confidential basis
prior to its disclosure by the Company DTAG or their
representatives.
5. This Agreement shall be governed and construed in accordance
with the laws of the State of New York applicable to contracts
executed and to be performed therein, and shall be binding on
the parties' successors and assigns.
6. Unless such Confidential Information becomes public at an
earlier date, our obligations under this Agreement with
respect to an item of Confidential Information shall terminate
on the earliest of (a) one (1) year after the date of the
termination of the Dealer Agreement; or (b) upon the consent
of the Company or DTAG.
-2-
22
7. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, but all such
counterparts shall together constitute one and the same
instrument.
[Remainder of Page Intentionally Blank]
-3-
23
Very truly yours,
CREDIT SUISSE FIRST BOSTON
CORPORATION
By:
-------------------------------------
Name:
Title:
CHASE SECURITIES INC.
By:
-------------------------------------
Name:
Title:
Agreed and Accepted:
DOLLAR THRIFTY AUTOMOTIVE
GROUP, INC.
By:
-------------------------------
Name:
Title:
DOLLAR THRIFTY FUNDING CORP.
By:
-------------------------------
Name:
Title:
-4-
