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EXHIBIT 1.1
22,500,000 SHARES
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
COMMON STOCK ($.01 PAR VALUE)
U.S. UNDERWRITING AGREEMENT
December __, 1997
CREDIT SUISSE FIRST BOSTON CORPORATION
XXXXXXX, XXXXX & CO.
X.X. XXXXXX SECURITIES INC.
XXXXX XXXXXX INC.
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
1. Introductory. Dollar Thrifty Automotive Group, Inc., a Delaware
corporation ("Company"), proposes to issue and sell to the several U.S.
Underwriters named in Schedule A hereto ("U.S. Underwriters"), for whom Credit
Suisse First Boston Corporation ("CSFBC"), Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx
Securities Inc. and Xxxxx Xxxxxx Inc. are acting as representatives
("Representatives"), 2,125,000 shares of its Common Stock ($.01 par value)
("Securities") in the United States and Canada, and Chrysler Corporation, a
Delaware corporation ("Chrysler"), proposes to sell to the U.S. Underwriters
17,000,000 outstanding shares of the Securities in the United States and Canada
("U.S. Offering") (the aggregate of such 19,125,000 shares of Securities being
hereinafter referred to as the "U.S. Firm Securities").
It is understood that the Company and Chrysler are concurrently entering
into a Subscription Agreement, dated the date hereof ("Subscription
Agreement"), with Credit Suisse First Boston (Europe) Limited ("CSFBL") and
the other managers named therein ("Managers") relating to the concurrent
offering and sale of an aggregate of 3,375,000 shares of Securities
("International Firm Securities") outside the United States and Canada
("International Offering").
In addition, as set forth below the Company proposes to sell to the U.S.
Underwriters and to the Managers, at the option of the U.S. Underwriters and
the Managers, an aggregate of not more than 3,375,000 additional shares of
Securities ("Optional Securities"). The U.S. Firm Securities and the Optional
Securities purchased by the U.S. Underwriters are hereinafter called the "U.S.
Securities"; the International Firm Securities and the Optional Securities
purchased by the Managers are hereinafter called the "International
Securities"; the U.S. Firm Securities and the International Firm Securities
are hereinafter called the "Firm Securities". The U.S. Securities and the
International Securities are collectively referred to as the "Offered
Securities". To provide for the coordination of their activities, the U.S.
Underwriters and the Managers have entered into an Agreement Between U.S.
Underwriters and Managers that permits them, among other things, to sell the
Offered Securities to each other for purposes of resale.
2. Representations and Warranties of the Company and Chrysler. (a) The
Company represents and warrants to, and agrees with, the several U.S.
Underwriters and Chrysler that:
(i) A registration statement (No. 333-39661) relating to the Offered
Securities, including a form of prospectus relating to the U.S.
Securities and a form of prospectus relating to the International
Securities has been filed with the Securities and Exchange Commission
("Commission") and either (A) has been
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declared effective under the Securities Act of 1933 ("Act") and is not
proposed to be amended or (B) is proposed to be amended by amendment or
post-effective amendment. If such registration statement (the "initial
registration statement") has been declared effective, either (i) an
additional registration statement (the "additional registration
statement") relating to the Offered Securities may have been filed with
the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and,
if so filed, has become effective upon filing pursuant to such Rule and
the Offered Securities all have been duly registered under the Act
pursuant to the initial registration statement and, if applicable, the
additional registration statement or (ii) such an additional registration
statement is proposed to be filed with the Commission pursuant to Rule
462(b) and will become effective upon filing pursuant to such Rule and
upon such filing the Offered Securities will all have been duly
registered under the Act pursuant to the initial registration statement
and such additional registration statement. If the Company does not
propose to amend the initial registration statement or if an additional
registration statement has been filed and the Company does not propose to
amend it, and if any post-effective amendment to either such registration
statement has been filed with the Commission prior to the execution and
delivery of this Agreement, the most recent amendment (if any) to each
such registration statement has been declared effective by the Commission
or has become effective upon filing pursuant to Rule 462(c) ("Rule
462(c)") under the Act or, in the case of the additional registration
statement, Rule 462(b). For purposes of this Agreement, "Effective Time"
with respect to the initial registration statement or, if filed prior to
the execution and delivery of this Agreement, the additional registration
statement means (a) if the Company has advised the Representatives that
it does not propose to amend such registration statement, the date and
time as of which such registration statement, or the most recent
post-effective amendment thereto (if any) filed prior to the execution
and delivery of this Agreement, was declared effective by the Commission
or has become effective upon filing pursuant to Rule 462(c), or (b) if
the Company has advised the Representatives that it proposes to file an
amendment or post-effective amendment to such registration statement, the
date and time as of which such registration statement, as amended by such
amendment or post-effective amendment, as the case may be, is declared
effective by the Commission. If an additional registration statement has
not been filed prior to the execution and delivery of this Agreement but
the Company has advised the Representatives that it proposes to file one,
"Effective Time" with respect to such additional registration statement
means the date and time as of which such registration statement is filed
and becomes effective pursuant to Rule 462(b). "Effective Date" with
respect to the initial registration statement or the additional
registration statement (if any) means the date of the Effective Time
thereof. The initial registration statement, as amended at its Effective
Time, including all information contained in the additional registration
statement (if any) and deemed to be a part of the initial registration
statement as of the Effective Time of the additional registration
statement pursuant to the General Instructions of the Form on which it is
filed and including all information (if any) deemed to be a part of the
initial registration statement as of its Effective Time pursuant to Rule
430A(b) ("Rule 430A(b)") under the Act, is hereinafter referred to as the
"Initial Registration Statement". The additional registration statement,
as amended at its Effective Time, including the contents of the initial
registration statement incorporated by reference therein and including
all information (if any) deemed to be a part of the additional
registration statement as of its Effective Time pursuant to Rule 430A(b),
is hereinafter referred to as the "Additional Registration Statement".
The Initial Registration Statement and the Additional Registration
Statement are hereinafter referred to collectively as the "Registration
Statements" and individually as a "Registration Statement". The form of
prospectus relating to the U.S. Securities and the form of prospectus
relating to the International Securities, each as first filed with the
Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)")
under the Act or (if no such filing is required) as included in the
Registration Statement, are hereinafter referred to as the "U.S.
Prospectus" and the "International Prospectus", respectively, and
collectively as the "Prospectuses". No document has been or will be
prepared or distributed in reliance on Rule 434 under the Act.
(ii) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement: (A) on the
Effective Date of the Initial Registration Statement, the Initial
Registration Statement conformed in all material respects to the
requirements of the Act and the rules and regulations of the Commission
("Rules and Regulations") and did not include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, (B)
on the Effective Date of the Additional Registration Statement (if any),
each Registration Statement conformed, or will conform, in all material
respects to the requirements of the Act and
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the Rules and Regulations and did not include, or will not include, any
untrue statement of a material fact and did not omit, or will not omit,
to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and (C) on the date of this
Agreement, the Initial Registration Statement and, if the Effective Time
of the Additional Registration Statement is prior to the execution and
delivery of this Agreement, the Additional Registration Statement each
conforms, and at the time of filing of each of the Prospectuses pursuant
to Rule 424(b) or (if no such filing is required) at the Effective Date
of the Additional Registration Statement in which the Prospectuses are
included, each Registration Statement and each of the Prospectuses will
conform, in all material respects to the requirements of the Act and the
Rules and Regulations, and none of such documents includes, or will
include, any untrue statement of a material fact or omits, or will omit,
to state any material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectuses, in light of
the circumstances under which they were made) not misleading. If the
Effective Time of the Initial Registration Statement is subsequent to the
execution and delivery of this Agreement: on the Effective Date of the
Initial Registration Statement, the Initial Registration Statement and
each of the Prospectuses will conform in all material respects to the
requirements of the Act and the Rules and Regulations, none of such
documents will include any untrue statement of a material fact or will
omit to state any material fact required to be stated therein or
necessary to make the statements therein (in the case of the
Prospectuses, in light of the circumstances under which they were made)
not misleading, and no Additional Registration Statement has been or will
be filed. The two preceding sentences do not apply to statements in or
omissions from a Registration Statement or either of the Prospectuses
based upon written information furnished to the Company by any U.S.
Underwriter through the Representatives or by any Manager through CSFBL
specifically for use therein, it being understood and agreed that the
only such information is that described as such in Section 7(b) hereof.
(iii) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware,
with power and authority (corporate and other) to own its properties and
conduct its business as described in the Prospectuses; and the Company is
duly qualified to do business as a foreign corporation in good standing
in all other jurisdictions in which its ownership or lease of property or
the conduct of its business requires such qualification.
(iv) Each subsidiary of the Company listed in Schedule B hereto
(individually, a "Subsidiary" and collectively, the "Subsidiaries") has
been duly incorporated and is an existing corporation in good standing
under the laws of the jurisdiction of its incorporation, with power and
authority (corporate and other) to own its properties and conduct its
business as described in the Prospectuses; and each Subsidiary of the
Company is duly qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse
effect upon the condition (financial or other), earnings, prospects,
business, properties or results of operations of the Company and its
Subsidiaries taken as a whole; all of the issued and outstanding capital
stock of each Subsidiary of the Company has been duly authorized and
validly issued and is fully paid and nonassessable; and, except for liens
and encumbrances pursuant to the Revolving Credit Facility (as defined in
the Prospectuses), the capital stock of each Subsidiary owned by the
Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects.
(v) The Offered Securities and all other outstanding shares of
capital stock of the Company have been duly authorized; all outstanding
shares of capital stock of the Company are, and, when the Offered
Securities have been delivered and paid for in accordance with this
Agreement and the Subscription Agreement on each Closing Date (as defined
below), such Offered Securities will have been, validly issued, fully
paid and nonassessable and will conform to the description thereof
contained in the Prospectuses; and Chrysler has no preemptive rights with
respect to the Securities.
(vi) Except as disclosed in the Prospectuses, there are no
contracts, agreements or understandings between the Company and any
person that would give rise to a valid claim against the Company or
Chrysler or any U.S. Underwriter or Manager for a brokerage commission,
finder's fee or other like payment in connection with the U.S. Offering
or the International Offering.
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(vii) The Offered Securities have been approved for listing on The
New York Stock Exchange (the "Exchange") subject to notice of issuance.
(viii) No consent, approval, authorization, waiver or order of, or
filing with, any lessor, governmental agency or body or any court is
required for the consummation of the transactions contemplated by this
Agreement or the Subscription Agreement in connection with the issuance
and sale of the Offered Securities, except (A) such as have been obtained
and made under the Act and such as may be required under securities laws
of the United States in connection with the purchase and distribution of
the Offered Securities by the U.S. Underwriters and the Managers and (B)
the listing of the Offered Securities on the Exchange.
(ix) The execution, delivery and performance by the Company of this
Agreement and the Subscription Agreement, and the issuance and sale of
the Offered Securities, will not (A) result in a breach or violation of
any of the terms and provisions of, or constitute a default under, any
statute, any rule, regulation or order of any governmental agency or body
or any court, domestic or foreign, having jurisdiction over the Company
or any of the Subsidiaries of the Company or any of their properties, or
any agreement, mortgage, lease, instrument or arrangement to which the
Company or any such Subsidiary is a party or by which the Company or any
such Subsidiary is bound or to which any of the properties of the Company
or any such Subsidiary is subject, or any governmental franchise, license
or permit heretofore issued to the Company or any of its Subsidiaries, in
each case, except for those breaches, violations or defaults that,
individually or in the aggregate, would not have a material adverse
effect on the condition (financial or other), earnings, prospects,
business, properties or results of operations of the Company and its
Subsidiaries taken as a whole or (B) violate or conflict with the charter
or by-laws of the Company or any such Subsidiary.
(x) This Agreement and the Subscription Agreement have been duly
authorized, executed and delivered by or on behalf of the Company, and
each such agreement represents a valid and binding obligation of the
Company enforceable in accordance with its terms.
(xi) Except for (A) liens on the assets of the Company and its
subsidiaries securing indebtedness under or in connection with the
Revolving Credit Facility, the Liquidity Facility, the New Medium Term
Notes and the Chrysler Credit Support Agreement (as such terms are defined
in the Prospectuses), and (B) liens on certain shuttle buses of Dollar
Rent A Car Systems, Inc. ("Dollar") pursuant to a Loan Agreement dated
April 24, 1991, as amended, between Dollar and Chrysler Financial
Corporation ("CFC"), the Company and its Subsidiaries have good and
marketable title to all real properties and all other properties and
assets owned by them as necessary to conduct their businesses, in each
case free from liens, encumbrances and defects that would materially
affect the value thereof or materially interfere with the use made or to
be made thereof by them; and except as disclosed in the Prospectuses, the
Company and its Subsidiaries hold any leased real or personal property
under valid and enforceable leases with no exceptions that would
materially interfere with the use made or to be made thereof by them.
(xii) The Company and its Subsidiaries (A) possess adequate
certificates, authorities, licenses or permits issued by appropriate
governmental agencies or bodies necessary to conduct the business now
operated by them, except where the failure to possess such certificate,
authority, license or permit, individually or in the aggregate, would not
have a material adverse effect on the condition (financial or other),
earnings, prospects, business, properties or results of operations of the
Company and its Subsidiaries taken as a whole, and (B) have not received
any notice of proceedings relating to the revocation or modification of
any such certificate, authority, license or permit that, if determined
adversely to the Company or any of its Subsidiaries, would individually
or in the aggregate have a material adverse effect on the Company and its
Subsidiaries taken as a whole.
(xiii) No labor dispute with the employees of the Company or any
Subsidiary exists or, to the knowledge of the Company, is imminent that
would have a material adverse effect on the Company and its Subsidiaries
taken as a whole.
(xiv) The Company and its Subsidiaries (A) own, possess or can
acquire on reasonable terms adequate trademarks, trade names and other
rights to inventions, know-how, patents, copyrights, confidential
information and other intellectual property (collectively, "intellectual
property rights") necessary to conduct
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the businesses now operated by them, or presently employed by them,
except where the failure to have such intellectual property rights,
individually or in the aggregate, would not have a material adverse
effect on the condition (financial or other), earnings, prospects,
business, properties or results of operations of the Company and its
Subsidiaries taken as a whole, and (B) have not received any notice of
infringement of or conflict with asserted rights of others with respect
to any intellectual property rights that, if determined adversely to the
Company or any of its Subsidiaries, would individually or in the
aggregate have a material adverse effect on the Company and its
Subsidiaries taken as a whole.
(xv) Except as disclosed in the Prospectuses, neither the Company
nor any of its Subsidiaries is in violation of any statute, any rule,
regulation, decision or order of any governmental agency or body or any
court, domestic or foreign, relating to the use, disposal or release of
hazardous or toxic substances or relating to the protection or
restoration of the environment or human exposure to hazardous or toxic
substances (collectively, "environmental laws"), owns or operates any
real property contaminated with any substance that is subject to any
environmental laws, is liable for any off-site disposal or contamination
pursuant to any environmental laws, or is subject to any claim relating
to any environmental laws, which violation, contamination, liability or
claim would individually or in the aggregate have a material adverse
effect on the Company and its Subsidiaries taken as a whole; and the
Company is not aware of any pending investigation which might lead to
such a claim.
(xvi) Except as disclosed in the Prospectuses, there are no pending
actions, suits or proceedings against or affecting the Company, any of
its Subsidiaries or any of their respective properties that, if
determined adversely to the Company or any of its Subsidiaries, would
individually or in the aggregate have a material adverse effect on the
condition (financial or other), business, properties or results of
operations of the Company and its Subsidiaries taken as a whole, or would
materially and adversely affect the ability of the Company to perform its
obligations under this Agreement or the Subscription Agreement, or which
are otherwise material in the context of the sale of the Offered
Securities; and, to the Company's knowledge, no such actions, suits or
proceedings are threatened or contemplated.
(xvii) There is no document or contract of a character required to
be described in each Registration Statement or the Prospectuses, or to be
filed as an exhibit to each Registration Statement, that is not described
or filed as required.
(xviii) The financial statements included in each Registration
Statement and the Prospectuses present fairly in all material respects
the financial position of the Company and its consolidated subsidiaries
as of the dates shown and their results of operations and cash flows for
the periods shown, in conformity with the generally accepted accounting
principles in the United States ("U.S. GAAP") applied on a consistent
basis, and Schedule II included in each Registration Statement presents
fairly the information required to be stated therein; and the assumptions
used in preparing the pro forma financial statements included in each
Registration Statement and the Prospectuses provide a reasonable basis
for presenting the significant effects directly attributable to the
transactions or events described therein, the related pro forma
adjustments give appropriate effect to those assumptions, and the pro
forma columns therein reflect the proper application of those adjustments
to the corresponding historical financial statement amounts. Such
financial statements comply in all material respects with the
requirements of the Act and the rules and regulations applicable to a
registration statement on Form S-1. Deloitte & Touche LLP, who have
certified certain financial statements of the Company and its
subsidiaries included in each Registration Statement and the
Prospectuses, as amended or supplemented, are independent public
accountants with respect to the Company and its subsidiaries as required
by the Act and the Rules and Regulations.
(xix) Except as disclosed in the Prospectuses, since the date of the
latest audited financial statements included in the Prospectuses there
has been no material adverse change, nor any development or event
involving a prospective material adverse change, in the condition
(financial or other), business, properties or results of operations of
the Company and its Subsidiaries taken as a whole, and, except as
disclosed in or contemplated by the Prospectuses, there has been no
dividend or distribution of any kind declared, paid or made by the
Company on any class of its capital stock.
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(xx) The Company and each of its Subsidiaries maintain systems of
internal accounting controls sufficient to provide reasonable assurances
that (i) transactions are executed in accordance with management's
general or specific authorization; (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity
with U.S. GAAP and to maintain accountability for assets; (iii) access to
the respective assets of the Company and each such Subsidiary, as the
case may be, is permitted only in accordance with management's general or
specific authorization; and (iv) the recorded amounts for assets are
compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.
(xxi) Each of the Company and its Subsidiaries is insured against
(or, as described in the Prospectus, has self-insured retention levels
for) such losses and risks and in such amounts as are prudent and
customary in the businesses in which the Company and its subsidiaries are
engaged. Neither the Company nor any of its Subsidiaries has any reason to
believe that it will not be able to renew its existing insurance coverage
from similar insurers as may be necessary to continue its business.
(xxii) Except as disclosed in the Registration Statement and as
shall be disclosed in the Prospectuses, there are no business
relationships or related party transactions of the nature described in
Item 404 of Regulation S-K of the Commission involving the Company or any
other persons referred to in such Item 404.
(xxiii) The Company is not and, after giving effect to the offering
and sale of the Offered Securities, will not be an "investment company"
as defined in the Investment Company Act of 1940, as amended.
(b) Chrysler represents and warrants to, and agrees with, the
several U.S. Underwriters and the Company that:
(i) Chrysler has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware,
with full corporate power and authority to enter into agreements and
conduct business with the Company as described in the Prospectuses; and
Chrysler is the sole registered and beneficial owner (as the term
"beneficial owner" is used in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended) of all of the capital stock of the Company and
owns (and has full corporate power and authority to own) such stock free
from any adverse claim (as defined in the Uniform Commercial Code as
adopted in the State of New York), lien or restriction on transfer.
(ii) Chrysler has and on each Closing Date hereinafter mentioned
will have full right, power and authority to enter into this Agreement
and the Subscription Agreement and to sell, assign, transfer and deliver
the Offered Securities to be delivered by Chrysler on such Closing Date
hereunder; and upon the delivery of and payment for the Offered
Securities on each Closing Date hereunder the several U.S. Underwriters
and Managers will acquire valid and unencumbered title to the Offered
Securities to be delivered by Chrysler on such Closing Date.
(iii) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement: (A) on the
Effective Date of the Initial Registration Statement, the Initial
Registration Statement conformed in all material respects to the
requirements of the Act and the Rules and Regulations and did not include
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading, (B) on the Effective Date of the Additional
Registration Statement (if any), each Registration Statement conformed,
or will conform, in all material respects to the requirements of the Act
and the Rules and Regulations and did not include, or will not include,
any untrue statement of a material fact and did not omit, or will not
omit, to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and (C) on the
date of this Agreement, the Initial Registration Statement and, if the
Effective Time of the Additional Registration Statement is prior to the
execution and delivery of this Agreement, the Additional Registration
Statement each conforms, and at the time of filing of the Prospectuses
pursuant to Rule 424(b) or (if no such filing is required) at the
Effective Date of the Additional Registration Statement in which the
Prospectuses are included, each Registration Statement and each of the
Prospectuses will conform, in all
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material respects to the requirements of the Act and the Rules and
Regulations, and none of such documents includes, or will include, any
untrue statement of a material fact or omits, or will omit, to state any
material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectuses, in light of the
circumstances under which they were made) not misleading. If the
Effective Time of the Initial Registration Statement is subsequent to the
execution and delivery of this Agreement: on the Effective Date of the
Initial Registration Statement, the Initial Registration Statement and
each of the Prospectuses will conform in all material respects to the
requirements of the Act and the Rules and Regulations, none of such
documents will include any untrue statement of a material fact or will
omit to state any material fact required to be stated therein or
necessary to make the statements therein (in the case of the
Prospectuses, in light of the circumstances under which they were made)
not misleading, and no Additional Registration Statement has been or will
be filed. The two preceding sentences do not apply to statements in or
omissions from a Registration Statement or either of the Prospectuses
based upon written information furnished to the Company by any U.S.
Underwriter through the Representatives or by any Manager through CSFBL
specifically for use therein, it being understood and agreed that the
only such information is that described as such in Section 7(b).
(iv) Except as disclosed in the Prospectuses, there are no
contracts, agreements or understandings between Chrysler and any person
that would give rise to a valid claim against the Company or any U.S.
Underwriter or Manager for a brokerage commission, finder's fee or other
like payment in connection with the U.S. Offering or the International
Offering.
(v) The execution, delivery and performance by Chrysler of this
Agreement and the Subscription Agreement and the consummation of the
transactions herein and therein contemplated on the part of Chrysler will
not (A) result in a breach or violation of any of the terms and provisions
of, or constitute a default under, any statute, any rule, regulation or
order of any governmental agency or body or any court, domestic or
foreign, having jurisdiction over Chrysler, CFC or Chrysler Insurance
Corporation ("CIC") or any of their respective properties, or any
agreement, mortgage, lease or arrangement to which Chrysler, CFC or CIC is
a party or by which Chrysler, CFC or CIC is bound or to which any of the
properties of Chrysler, CFC or CIC is subject, except for those breaches,
violations or defaults that, individually or in the aggregate, would not
have a material adverse effect on the condition (financial or other),
earnings, prospects, business, properties or results of operations of the
Company and its Subsidiaries taken as a whole, or (B) violate or conflict
with the charter or by-laws of Chrysler, CFC or CIC.
(vi) Chrysler has not taken and will not take, directly or
indirectly, any action designed to or which has constituted or which
might reasonably be expected to cause or result, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, any
stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Offered Securities and has not
effected any sales of any security of the Company which, if effected by
the Company, would be required to be disclosed in response to Item 701 of
Regulation S-K promulgated under the Act.
(vii) No consent, approval, authorization, waiver or order of, or
filing with, any governmental agency or body or any court is required to
be obtained or made by Chrysler for the consummation of the transactions
contemplated by this Agreement or the Subscription Agreement in
connection with the sale of the Offered Securities by Chrysler, except
such as have been obtained and made under the Act and such as may be
required under state securities laws.
(viii) This Agreement and the Subscription Agreement have been duly
authorized, executed and delivered by or on behalf of Chrysler, and each
such agreement represents a valid and binding obligation of Chrysler
enforceable in accordance with its terms.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company and Chrysler agree,
severally and not jointly, to sell to each U.S. Underwriter, and each U.S.
Underwriter agrees, severally and not jointly, to purchase from the Company and
Chrysler, at a purchase price of U.S.$ per share, the number of shares of
U.S.
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Firm Securities set forth below the caption "Company" or "Chrysler", as the
case may be, and opposite the name of such U.S. Underwriter in Schedule A
hereto.
The Company and Chrysler will deliver the U.S. Firm Securities to the
Representatives for the accounts of the U.S. Underwriters, against payment of
the purchase price in Federal (same day) funds by wire transfer to accounts at
banks selected by the Company and Chrysler and acceptable to CSFBC for the
account of Dollar Thrifty Automotive Group, Inc. in the case of 2,125,000
shares of U.S. Firm Securities and Chrysler in the case of 17,000,000 shares of
U.S. Firm Securities, at the office of Xxxxx, Xxxxx & Xxxxx, 0000 Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx, at 9:00 A.M., New York time, on December __, 1997, or at such
other time not later than seven full business days thereafter as CSFBC, the
Company and Chrysler determine, such time being herein referred to as the
"First Closing Date". For purposes of Rule 15c6-1 under the Exchange Act, the
First Closing Date (if later than the otherwise applicable settlement date)
shall be the settlement date for payment of funds and delivery of securities
for all the Offered Securities sold pursuant to the U.S. Offering and the
International Offering. The certificates for the U.S. Firm Securities so to be
delivered will be in definitive form, in such denominations and registered in
such names as CSFBC requests and will be made available for checking and
packaging at the above office of Xxxxx, Xxxxx & Xxxxx, at least 24 hours prior
to the First Closing Date.
In addition, upon written notice from CSFBC given to the Company and
Chrysler from time to time not more than 30 days subsequent to the date of the
Prospectuses, the U.S. Underwriters and the Managers may purchase all or less
than all of the Optional Securities at the purchase price per Security to be
paid for the U.S. Firm Securities. The Optional Securities to be purchased by
the U.S. Underwriters on any Optional Closing Date (as hereinafter defined)
shall be in the same proportion to all the Optional Securities to be purchased
by the U.S. Underwriters and the Managers on such Optional Closing Date as the
U.S. Firm Securities bear to all the Firm Securities. The Company agrees to
sell to the U.S. Underwriters such Optional Securities and the U.S.
Underwriters agree, severally and not jointly, to purchase such Optional
Securities. Such Optional Securities shall be purchased for the account of
each U.S. Underwriter in the same proportion as the number of shares of U.S.
Firm Securities set forth opposite such U.S. Underwriter's name bears to the
total number of shares of U.S. Firm Securities (subject to adjustment by CSFBC
to eliminate fractions) and may be purchased by the U.S. Underwriters only for
the purpose of covering over-allotments made in connection with the sale of the
U.S. Firm Securities. No Optional Securities shall be sold or delivered unless
the U.S. Firm Securities and the International Firm Securities previously have
been, or simultaneously are, sold and delivered. The right to purchase the
Optional Securities or any portion thereof may be exercised from time to time
and to the extent not previously exercised may be surrendered and terminated at
any time upon notice by CSFBC on behalf of the U.S. Underwriters and the
Managers to the Company and Chrysler. It is understood that CSFBC is
authorized to make payment for and accept delivery of such Optional Securities
on behalf of the U.S. Underwriters and Managers pursuant to the terms of
CSFBC's instructions to the Company.
Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "Optional Closing Date", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "Closing Date"), shall be determined by CSFBC
but shall be not later than five full business days after written notice of
election to purchase Optional Securities is given. The Company will deliver
the Optional Securities being purchased on each Optional Closing Date to the
Representatives for the accounts of the several U.S. Underwriters, against
payment of the purchase price therefor in Federal (same day) funds by wire
transfer to an account at a bank selected by the Company and acceptable to
CSFBC for the account of Dollar Thrifty Automotive Group, Inc., at the above
office of Xxxxx, Xxxxx & Xxxxx. The certificates for the Optional Securities
will be in definitive form, in such denominations and registered in such names
as CSFBC requests upon reasonable notice prior to such Optional Closing Date
and will be made available for checking and packaging at the above office of
Xxxxx, Xxxxx & Xxxxx, at a reasonable time in advance of such Optional Closing
Date.
4. Offering by U.S. Underwriters. It is understood that the several U.S.
Underwriters propose to offer the U.S. Securities for sale to the public as set
forth in the U.S. Prospectus. Each U.S. Underwriter severally agrees that
offers and sales of the U.S. Securities in Canada as part of the distribution
will be made only pursuant to an exemption from the prospectus requirements in
each jurisdiction in Canada in which such offers and sales are made.
5. Certain Agreements of the Company and Chrysler. The Company and, to
the extent stated herein, Chrysler, agree with the several U.S. Underwriters
that:
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(a) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement, the Company will
file each of the Prospectuses with the Commission pursuant to and in
accordance with subparagraph (1) (or, if applicable and if consented to
by CSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of
(A) the second business day following the execution and delivery of this
Agreement or (B) the fifteenth business day after the Effective Date of
the Initial Registration Statement. The Company will advise CSFBC
promptly of any such filing pursuant to Rule 424(b). If the Effective
Time of the Initial Registration Statement is prior to the execution and
delivery of this Agreement and an additional registration statement is
necessary to register a portion of the Offered Securities under the Act
but the Effective Time thereof has not occurred as of such execution and
delivery, the Company will file the additional registration statement or,
if filed, will file a post-effective amendment thereto with the
Commission pursuant to and in accordance with Rule 462(b) on or prior to
10:00 P.M., New York time, on the date of this Agreement or, if earlier,
on or prior to the time either Prospectus is printed and distributed to
any U.S. Underwriter or Manager, or will make such filing at such later
date as shall have been consented to by CSFBC.
(b) The Company will advise CSFBC promptly of any proposal to amend
or supplement the initial or any additional registration statement as
filed or either of the related prospectuses or the Initial Registration
Statement, the Additional Registration Statement (if any) or either of
the Prospectuses and will not effect such amendment or supplementation
without CSFBC's prior consent; and the Company will also advise CSFBC
promptly of the effectiveness of each Registration Statement (if its
Effective Time is subsequent to the execution and delivery of this
Agreement) and of any amendment or supplementation of a Registration
Statement or either of the Prospectuses and of the institution by the
Commission of any stop order proceedings in respect of a Registration
Statement and will use its best efforts to prevent the issuance of any
such stop order and to obtain as soon as possible its lifting, if issued.
(c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Act in connection with
sales by any U.S. Underwriter, Manager or dealer, any event occurs as a
result of which either or both of the Prospectuses as then amended or
supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend either or both of
the Prospectuses to comply with the Act, the Company will promptly notify
CSFBC of such event and will promptly prepare and file with the
Commission, at its own expense, an amendment or supplement which will
correct such statement or omission or an amendment which will effect such
compliance. Neither CSFBC's consent to, nor the U.S. Underwriters'
delivery of, any such amendment or supplement shall constitute a waiver
of any of the conditions set forth in Section 6.
(d) As soon as practicable, but not later than the Availability
Date (as defined below), the Company will make generally available to its
securityholders an earnings statement covering a period of at least 12
months beginning after the Effective Date of the Initial Registration
Statement (or, if later, the Effective Date of the Additional
Registration Statement) which will satisfy the provisions of Section
11(a) of the Act. For the purpose of the preceding sentence,
"Availability Date" means the 45th day after the end of the fourth fiscal
quarter following the fiscal quarter that includes such Effective Date,
except that, if such fourth fiscal quarter is the last quarter of the
Company's fiscal year, "Availability Date" means the 90th day after the
end of such fourth fiscal quarter.
(e) The Company will furnish to the Representatives copies of the
Registration Statement (five of which will be signed and will include all
exhibits), each preliminary prospectus relating to the U.S. Securities,
and, so long as a prospectus relating to the Offered Securities is
required to be delivered under the Act in connection with sales by any
U.S. Underwriter or dealer, the U.S. Prospectus and all amendments and
supplements to such documents, in each case in such quantities as CSFBC
reasonably requests. The U.S. Prospectus shall be so furnished on or
prior to 3:00 P.M., New York time, on the business day following the
later of the execution and delivery of this Agreement or the Effective
Time of the Initial Registration Statement. All other such documents
shall be so furnished as soon as available. The Company will pay the
expenses of printing and distributing to the U.S. Underwriters all such
documents.
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(f) The Company will arrange for the qualification of the Offered
Securities for sale under the laws of such jurisdictions as CSFBC
reasonably designates and will continue such qualifications in effect so
long as required for the distribution.
(g) During the period of three years hereafter, the Company will
furnish to the Representatives and, upon request, to each of the other
U.S. Underwriters, as soon as practicable after the end of each fiscal
year, a copy of its annual report to stockholders for such year; and the
Company will furnish to the Representatives (i) as soon as available, a
copy of each report and any definitive proxy statement of the Company
filed with the Commission under the Exchange Act or mailed to
stockholders, and (ii) from time to time, such other information
concerning the Company as CSFBC may reasonably request in writing.
(h) The Company and Chrysler agree with the several U.S.
Underwriters that the Company will pay all expenses incident to the
performance of the obligations of the Company under this Agreement, for
any filing fees and other expenses (including fees and disbursements of
counsel) in connection with qualification of the Offered Securities for
sale under the laws of such jurisdictions as CSFBC reasonably designates
(except that neither the Company nor Chrysler will be obligated to
qualify to do business as a foreign corporation in any state in which it
is not so qualified or to file a general consent to service of process in
any jurisdiction) and the printing of memoranda relating thereto, for any
fees charged by investment rating agencies for the rating of the Offered
Securities, for the filing fee incidental to, and the reasonable fees and
disbursements of counsel to the U.S. Underwriters in connection with, the
review by the National Association of Securities Dealers, Inc. of the
Offered Securities, for any travel expenses of the Company's officers and
employees and any other expenses of the Company in connection with
attending or hosting meetings with prospective purchasers of the Offered
Securities, for any transfer taxes on the sale by Chrysler of the Offered
Securities to the U.S. Underwriters and for expenses incurred in
distributing preliminary prospectuses and the Prospectuses (including any
amendments and supplements thereto) to the U.S. Underwriters.
(i) For a period of 180 days after the date of the initial public
offering of the Offered Securities, the Company will not, without the
prior written consent of CSFBC, offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Commission
a registration statement under the Act relating to, any additional shares
of its Securities or securities convertible into or exchangeable or
exercisable for any shares of its Securities, or publicly disclose the
intention to make any such offer, sale, pledge, disposition or filing,
other than the Company's issuance and sale of Securities in accordance
with this Agreement and the Subscription Agreement and pursuant to grants
under the Company's long-term incentive plan as contemplated in the
Prospectuses.
(j) The Company agrees to use the net proceeds received by it from
its sale of Offered Securities pursuant to this Agreement and the
Subscription Agreement in the manner specified in the Prospectuses under
the caption "Use of Proceeds".
(k) The Company agrees to use its best efforts to implement the
Commercial Paper Program and the Liquidity Facility (as such terms are
defined in the Prospectuses) during the first quarter of 1998.
6. Conditions of the Obligations of the U.S. Underwriters. The
obligations of the several U.S. Underwriters to purchase and pay for the U.S.
Firm Securities on the First Closing Date and the U.S. Optional Securities to
be purchased on each Optional Closing Date will be subject to the accuracy of
the representations and warranties on the part of the Company and Chrysler
herein, to the accuracy of the statements of Company officers made pursuant to
the provisions hereof, to the performance by the Company and Chrysler of their
obligations hereunder and to the following additional conditions precedent:
(a) The Representatives shall have received a letter, dated the
date of delivery thereof (which, if the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this
Agreement, shall be on or prior to the date of this Agreement or, if the
Effective Time of the Initial Registration Statement is subsequent to the
execution and delivery of this Agreement, shall be prior to the filing of
the amendment or post-effective amendment to the registration statement
to be filed shortly prior to such Effective Time), of
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Deloitte & Touche LLP confirming that they are independent public
accountants within the meaning of the Act and the applicable published
Rules and Regulations thereunder and stating to the effect that:
(i) in their opinion the consolidated financial statements of
the Company and its subsidiaries and the schedule audited by them
and included in the Registration Statements comply as to form in
all material respects with the applicable accounting requirements
of the Act and the related published Rules and Regulations;
(ii) they have performed the procedures specified by the
American Institute of Certified Public Accountants for a review of
interim financial information as described in Statement of Auditing
Standards No. 71, Interim Financial Information, on the unaudited
consolidated financial statements of the Company and its
subsidiaries included in the Registration Statements;
(iii) on the basis of the review referred to in clause (ii)
above, a reading of the latest available interim financial
statements of the Company, inquiries of officials of the Company
who have responsibility for financial and accounting matters and
other specified procedures, nothing came to their attention that
caused them to believe that:
(A) the unaudited financial statements included in the
Registration Statements do not comply as to form in all
material respects with the applicable accounting requirements
of the Act and the related published Rules and Regulations or
any material modifications should be made to such unaudited
financial statements for them to be in conformity with
generally accepted accounting principles;
(B) the unaudited consolidated total revenues and net
earnings (loss) for the nine-month periods ended September
30, 1997 and September 30, 1996 included in the Prospectuses
do not agree with the amounts set forth in the unaudited
consolidated financial statements for those same periods or
were not determined on a basis substantially consistent with
that of the corresponding amounts in the audited consolidated
statements of operations;
(C) at the date of the latest available balance sheet
read by such accountants, or at a subsequent specified date
not more than three business days prior to the date of this
Agreement, there was any change in the capital stock or any
increase in debt of the Company and its consolidated
subsidiaries or, at the date of the latest available balance
sheet read by such accountants, there was any decrease in
consolidated assets or stockholder's equity, as compared
with amounts shown on the latest balance sheet included in
the Prospectuses;
(D) for the period from the closing date of the latest
income statement included in the Prospectuses to the closing
date of the latest available income statement read by such
accountants there were any decreases, as compared with the
corresponding period of the previous year and with the period
of corresponding length ended the date of the latest income
statement included in the Prospectuses, in consolidated total
revenues or of net earnings (loss); or
(E) the unaudited pro forma financial statements
included in the Registration Statement do not comply as to
form in all material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X and the pro
forma adjustments have not been arithmetically accurately
applied to the historical amounts in the compilation of those
statements;
except in all cases set forth in clauses (C) and (D) above for
changes, increases or decreases which the Prospectuses disclose
have occurred or may occur or which are described in such letter;
and
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(iv) they have compared specified dollar amounts (or
percentages derived from such dollar amounts) and other financial
information contained in the Registration Statements (in each case
to the extent that such dollar amounts, percentages and other
financial information are derived from the general accounting
records of the Company and its subsidiaries subject to the internal
controls of the Company's accounting system or are derived directly
from such records by analysis or computation) with the results
obtained from inquiries, a reading of such general accounting
records and other procedures specified in such letter and have
found such dollar amounts, percentages and other financial
information to be in agreement with such results, except as
otherwise specified in such letter.
For purposes of this subsection, (i) if the Effective Time of the
Initial Registration Statement is subsequent to the execution and
delivery of this Agreement, "Registration Statements" shall mean the
initial registration statement as proposed to be amended by the amendment
or post-effective amendment to be filed shortly prior to its Effective
Time; (ii) if the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement but the Effective
Time of the Additional Registration Statement is subsequent to such
execution and delivery, "Registration Statements" shall mean the Initial
Registration Statement and the Additional Registration Statement as
proposed to be filed or as proposed to be amended by the post-effective
amendment to be filed shortly prior to its Effective Time; and (iii)
"Prospectuses" shall mean the prospectuses included in the Registration
Statements.
(b) If the Effective Time of the Initial Registration Statement is
not prior to the execution and delivery of this Agreement, such Effective
Time shall have occurred not later than 10:00 P.M., New York time, on the
date of this Agreement or such later date as shall have been consented to
by CSFBC. If the Effective Time of the Additional Registration Statement
(if any) is not prior to the execution and delivery of this Agreement,
such Effective Time shall have occurred not later than 10:00 P.M., New
York time, on the date of this Agreement or, if earlier, the time either
Prospectus is printed and distributed to any U.S. Underwriter or Manager,
or shall have occurred at such later date as shall have been consented to
by CSFBC. If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement, each of the
Prospectuses shall have been filed with the Commission in accordance with
the Rules and Regulations and Section 5(a) of this Agreement. Prior to
such Closing Date, no stop order suspending the effectiveness of a
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of Chrysler, the
Company or the Representatives, shall be contemplated by the Commission.
(c) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred (i) any change, or any development or event
involving a prospective change, in the condition (financial or other),
business, properties or results of operations of the Company and its
Subsidiaries taken as a whole which, in the judgment of a majority in
interest of the U.S. Underwriters including the Representatives, is
material and adverse and makes it impractical or inadvisable to proceed
with completion of the public offering or the sale of and payment for the
U.S. Securities; (ii) any downgrading in the rating of any debt
securities of the Company or its Subsidiaries by any "nationally
recognized statistical rating organization" (as defined for purposes of
Rule 436(g) under the Act), or any public announcement that any such
organization has under surveillance or review its rating of any debt
securities of the Company or its Subsidiaries (other than an announcement
with positive implications of a possible upgrading, and no implication of
a possible downgrading, of such rating); (iii) any suspension or
limitation of trading in securities generally on the New York Stock
Exchange, or any setting of minimum prices for trading on such exchange,
or any suspension of trading of any securities of the Company on any
exchange or in the over-the-counter market; (iv) any banking moratorium
declared by U.S. Federal or New York authorities; or (v) any outbreak or
escalation of major hostilities in which the United States is involved,
any declaration of war by Congress or any other substantial national or
international calamity or emergency if, in the judgment of a majority in
interest of the U.S. Underwriters including the Representatives, the
effect of any such outbreak, escalation, declaration, calamity or
emergency makes it impractical or inadvisable to proceed with completion
of the public offering or the sale of and payment for the U.S.
Securities.
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(d) The Representatives shall have received an opinion, dated such
Closing Date, of Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, counsel
for the Company, to the effect that:
(i) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of
Delaware, with corporate power and authority to own its properties
and conduct its business as described in the Prospectuses; and the
Company is duly qualified to do business as a foreign corporation
in good standing in all other jurisdictions in which its ownership
or lease of property or the conduct of its business requires such
qualification;
(ii) Each Subsidiary of the Company has been duly incorporated
and is an existing corporation in good standing under the laws of
the jurisdiction of its incorporation, with power and authority
(corporate and other) to own its properties and conduct its
business as described in the Prospectuses; and each Subsidiary of
the Company is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which
its ownership or lease of property or the conduct of its business
requires such qualification; all of the issued and outstanding
capital stock of each Subsidiary of the Company has been duly
authorized and validly issued and is fully paid and nonassessable;
and, except for liens and encumbrances pursuant to the Revolving
Credit Facility (as defined in the Prospectuses), the capital
stock of each Subsidiary owned by the Company directly, or through
subsidiaries, is owned free from liens, encumbrances and defects;
(iii) The Offered Securities delivered on such Closing Date
and all other outstanding shares of the Common Stock of the Company
have been duly authorized and validly issued, are fully paid and
nonassessable and conform to the description thereof contained in
the Prospectuses; and the stockholder of the Company has no
preemptive rights with respect to the Offered Securities;
(iv) There are no contracts, agreements or understandings
known to such counsel between the Company and any person granting
such person the right to require the Company to file a registration
statement under the Act with respect to any securities of the
Company owned or to be owned by such person or to require the
Company to include such securities in the securities registered
pursuant to the Registration Statements or in any securities being
registered pursuant to any other registration statement filed by
the Company under the Act;
(v) No consent, approval, authorization, waiver or order of,
or filing with, any lessor, governmental agency or body or any
court or other entity is required for the consummation of the
transactions contemplated by this Agreement or the Subscription
Agreement in connection with the issuance and sale of the Offered
Securities, except (A) such as have been obtained and made under
the Act and such as may be required under securities laws of any
jurisdiction in connection with the purchase and distribution of
the Offered Securities by the U.S. Underwriters and the Managers;
and (B) the listing of the Offered Securities on the Exchange;
(vi) The execution, delivery and performance by the Company of
this Agreement and the Subscription Agreement, and the issuance and
sale of the Offered Securities, will not result in a breach or
violation of any of the terms and provisions of, or constitute a
default under, any statute, any rule, regulation or order of any
governmental agency or body or any court having jurisdiction over
the Company or any Subsidiary of the Company or any of their
properties, or any agreement, mortgage, lease, instrument or
arrangement to which the Company or any such Subsidiary is a party
or by which the Company or any such Subsidiary is bound or to which
any of the properties of the Company or any such Subsidiary is
subject, or any governmental franchise, license or permit
heretofore issued to the Company or any of its Subsidiaries, or the
charter or by-laws of the Company or any such Subsidiary;
(vii) The Initial Registration Statement was declared
effective under the Act as of the date and time specified in such
opinion, the Additional Registration Statement (if any) was filed
and became effective under the Act as of the date and time (if
determinable) specified in such opinion, each of the Prospectuses
either was filed with the Commission pursuant to the subparagraph
of
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Rule 424(b) specified in such opinion on the date specified therein
or was included in the Initial Registration Statement or the
Additional Registration Statement (as the case may be), and, to the
best of the knowledge of such counsel, no stop order suspending the
effectiveness of a Registration Statement or any part thereof has
been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the Act, and each
Registration Statement and each of the Prospectuses, and each
amendment or supplement thereto, as of their respective effective
or issue dates, complied as to form in all material respects with
the requirements of the Act and the Rules and Regulations. In
addition, such counsel have no reason to believe that any part of a
Registration Statement or any amendment thereto, as of its
effective date or as of such Closing Date, contained any untrue
statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading or that either of the Prospectuses or any
amendment or supplement thereto, as of its issue date or as of such
Closing Date, contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; it being understood that such
counsel need express no opinion as to the financial statements or
other financial data contained in the Registration Statement or the
Prospectuses;
(viii) This Agreement and the Subscription Agreement have been
duly authorized, executed and delivered by the Company;
(ix) The statements set forth in the Prospectuses (A) under
the caption "Continuing Relationship with Chrysler", insofar as
they purport to describe certain financial and commercial
arrangements between Chrysler, the Company and its subsidiaries,
(B) under the caption "Description of Capital Stock", insofar as
they purport to constitute a summary of the terms of the
Securities, and (C) under the caption "Description of Certain
Indebtedness", insofar as they purport to describe certain
indebtedness of the Company, are accurate in all material respects;
(x) Insofar as statements in the Prospectuses purport to
summarize the nature and status of legal and governmental
proceedings, or the provisions of laws, rules, regulations, orders,
judgments or decrees, or the terms of any contracts, permits or
other documents, such statements are accurate in all material
respects and are fair summaries of the matters referred to therein;
(xi) To the best of such counsel's knowledge, there is no
litigation, arbitration or governmental or other action, suit,
proceeding or investigation before any court or before or by any
public, regulatory or governmental agency or body pending or
threatened against, or involving the properties or business of, the
Company or any of its Subsidiaries, that, individually or, to the
extent involving related claims or issues, in the aggregate, is of
a character required to be disclosed in the Registration Statements
and the Prospectuses that has not been properly disclosed therein;
and to the best such counsel's knowledge, there is no contract or
document concerning the Company or any of its Subsidiaries of a
character required to be described in the Registration Statement
and the Prospectuses or to be filed as an exhibit to the
Registration Statement, that is not so described or filed.
(e) The Representatives shall have received an opinion, dated such
Closing Date, of Debevoise & Xxxxxxxx, counsel for Chrysler, to the
effect that:
(i) Chrysler is validly existing as a corporation in good
standing under the laws of the State of Delaware;
(ii) Upon delivery to the several U.S. Underwriters by
Chrysler of a certificate or certificates for the U.S. Firm
Securities that Chrysler proposes to sell to the U.S. Underwriters
on such Closing Date against receipt of the purchase price therefor
as provided hereunder, the several U.S.
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Underwriters will acquire all rights of Chrysler in such Securities
free and clear of any adverse claim (as defined in the Uniform
Commercial Code as adopted in the State of New York), assuming that
the U.S. Underwriters have no notice of any adverse claim (as
defined in such Code).
(iii) The U.S. Firm Securities or the Optional Securities
purchased by the U.S. Underwriters, as the case may be, have been
duly authorized, and, when delivered to, and paid for by the U.S.
Underwriters pursuant to this Agreement, such Securities will be
validly issued, fully paid and nonassessable; the certificates for
such Securities are in valid and sufficient form; and Chrysler is
not entitled to preemptive or other rights as shareholder to
subscribe for such Securities;
(iv) No consent, approval, authorization or order of, or
filing with, any governmental agency or body or any court is
required to be obtained or made by Chrysler for the consummation of
the transactions contemplated by this Agreement or the Subscription
Agreement in connection with the sale of the Offered Securities,
except such as have been obtained and made under the Act and such
as may be required under state securities laws;
(v) The execution, delivery and performance by Chrysler of
this Agreement and the Subscription Agreement and the consummation
by Chrysler of the transactions herein contemplated, will not
result in a breach or violation of any of the terms and provisions
of or constitute a default under (x) any statute, rule, regulation
or order of any governmental agency or body or any court having
jurisdiction over Chrysler or CCC, (y) any agreement or instrument
to which Chrysler or CCC is a party or by which Chrysler or CCC is
bound, where such breach, violation or default would affect in any
material respect Chrysler's performance of this Agreement or (z)
the charter or by-laws of Chrysler or CCC; provided that such
counsel may state that its opinion in clause (x) of this subsection
(v) does not extend to whether any of the Registration Statement,
the Prospectuses or any amendment thereof or supplement thereto
contains or does not contain any untrue statement of any material
fact or omits or does not omit to state any material fact required
to be stated therein or necessary in order to make the statements
made therein, in light of the circumstances under which they were
made, not misleading;
(vi) This Agreement and the Subscription Agreement have been
duly authorized, executed and delivered by Chrysler; and
(vii) The statements set forth in the Prospectuses (A) under
the caption "Description of Capital Stock", insofar as they purport
to constitute a summary of the terms of the Securities, (B) under
the caption "Certain U.S. Tax Consequences to Non-U.S. Holders of
Common Stock", insofar as they relate to matters of law or legal
conclusions, and (C) under the caption "Description of Certain
Indebtedness", insofar as they purport to describe certain
indebtedness of the Company, are accurate in all material respects.
Such counsel shall state that they have participated in conferences
with representatives of the Company, some of which have been attended by
the U.S. Underwriters and their counsel, at which conferences the
contents of the Registration Statement, the Prospectuses, each amendment
thereof and supplement thereto and related matters were discussed, and,
although such counsel assumes no responsibility for the factual accuracy
or completeness of the Registration Statement, the Prospectuses, any
amendment thereof or supplement thereto (except to the extent expressly
set forth in such counsel's opinion letter), nothing has come to the
attention of such counsel to cause such counsel to believe that the
Registration Statement or any amendment thereof (other than the financial
statements and other financial and statistical information contained
therein, as to which such counsel need express no belief) at the time it
became effective (including the information deemed to part of the
Registration Statement at the time of effectiveness pursuant to paragraph
(b) of Rule 430A under the Act) contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or
that the Prospectuses, as amended and supplemented (other than the
financial statements and other financial and statistical information
contained therein, as to which such counsel need express no belief), as
of the date
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thereof or hereof, contained or contain any untrue statement of a
material fact or omitted or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under
which they were made, not misleading.
Such counsel shall also state that such counsel has been advised by
the New York Stock Exchange that the Securities have been duly authorized
for listing, subject to official notice of issuance, on the New York
Stock Exchange.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
State of New York, the State of Delaware or the United States, to the
extent such counsel deems proper and specifies in such opinion, upon the
opinion of other counsel of good standing believed by such counsel to be
reliable and who are satisfactory to the U.S. Underwriters (provided that
such counsel states that the U.S. Underwriters are justified in relying
upon such specified opinion or opinions), and (B) as to matters of fact,
to the extent such counsel deems proper, on certificates of responsible
officers of the Company, Chrysler and public officials.
(f) The Representatives shall have received from Cleary, Gottlieb,
Xxxxx & Xxxxxxxx, counsel for the U.S. Underwriters, such opinion or
opinions, dated such Closing Date, with respect to the incorporation of
the Company, the validity of the Offered Securities delivered on such
Closing Date, the Registration Statements, the Prospectuses and other
related matters as the Representatives may require, and the Company shall
have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(g) The Representatives shall have received a certificate, dated
such Closing Date, of the President or any Vice President and a principal
financial or accounting officer of the Company in which such officers, to
the best of their knowledge after reasonable investigation, shall state
that: the representations and warranties of the Company in this Agreement
are true and correct in all material respects; the Company has complied
in all material respects with all agreements and satisfied all conditions
on its part to be performed or satisfied hereunder at or prior to such
Closing Date; no stop order suspending the effectiveness of any
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge, are
threatened by the Commission; the Additional Registration Statement (if
any) satisfying the requirements of subparagraphs (1) and (3) of Rule
462(b) was filed pursuant to Rule 462(b), including payment of the
applicable filing fee in accordance with Rule 111(a) or (b) under the
Act, prior to the time either Prospectus was printed and distributed to
any U.S. Underwriter or Manager; and, subsequent to the respective dates
of the most recent financial statements in the Prospectuses (exclusive of
any supplement thereto), there has been no material adverse change, nor
any development or event involving a prospective material adverse change,
in the condition (financial or other), business, properties or results of
operations of the Company and its Subsidiaries taken as a whole except as
set forth in or contemplated by the Prospectuses or as described in such
certificate.
(h) The Representatives shall have received a letter, dated such
Closing Date, of Deloitte & Touche LLP that meets the requirements of
subsection (a) of this Section, except that the specified date referred
to in such subsection will be a date not more than three business days
prior to such Closing Date for the purposes of this subsection.
(i) The National Association of Securities Dealers, Inc., upon
review of the terms of the underwriting arrangements for the public
offering of the Offered Securities, shall have raised no objections
thereto.
(j) The Securities shall have been approved for listing on the
NYSE, subject to official notice of issuance.
(k) Prior to the First Closing Date, the Representatives shall have
received from each of certain officers and directors of the Company
listed in Schedule C hereto a letter to the effect that, for a period of
180 days after the initial public offering of the Securities, such
officer or director will not offer, sell, contract to
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sell, pledge or otherwise dispose of, directly or indirectly, any shares
of Securities or securities convertible into or exchangeable or
exercisable for any shares of Securities, or publicly disclose the
intention to make any such offer, sale, pledge or disposal without the
prior written consent of CSFBC.
(l) On or prior to the First Closing Date, (A) the New Medium Term
Notes (as defined in the Prospectuses) shall have been issued; (B) the
Revolving Credit Facility (as defined in the Prospectuses) shall be in
effect; and (C) the Chrysler Credit Support Agreement (as defined in the
Prospectuses) shall have been executed by the parties thereto.
Chrysler and the Company will furnish the Representatives with such conformed
copies of such opinions, certificates, letters and documents as the
Representatives reasonably request. CSFBC may in its sole discretion waive on
behalf of the U.S. Underwriters compliance with any conditions to the
obligations of the U.S. Underwriters hereunder, whether in respect of an
Optional Closing Date or otherwise.
7. Indemnification and Contribution. (a) The Company and Chrysler,
jointly and severally, will indemnify and hold harmless each U.S. Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such U.S. Underwriter may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement, either of the
Prospectuses, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of the Prospectuses,
in the light of the circumstances under which they were made) not misleading,
and will reimburse each U.S. Underwriter for any legal or other expenses
reasonably incurred by such U.S. Underwriter in connection with investigating
or defending any such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that the Company and Chrysler will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the
Company by any U.S. Underwriter through the Representatives specifically for
use therein, it being understood and agreed that the only information furnished
by any U.S. Underwriter consists of the information described as such in
subsection (b) below; and provided, further, (i) that the foregoing indemnity
with respect to either of the preliminary prospectuses related to the
Registration Statements shall not inure to the benefit of any U.S. Underwriter
from whom the person asserting any such loss, claim, damage or liability
purchased the Securities which are the subject thereof, if such person was not
sent or given a copy of either of the Prospectuses (or such Prospectus as
supplemented) at or prior to the confirmation of the sale of such Securities to
such person in any case where such delivery is required by the Act and the
untrue statement or omission of a material fact contained in such preliminary
prospectus was corrected in such Prospectus (or such Prospectus as
supplemented); and (ii) neither the Company nor Chrysler will be liable in
respect of any settlement of any pending or threatened action if such
settlement is effected without its prior 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 indemnified party.
(b) Each U.S. Underwriter will severally and not jointly indemnify and
hold harmless the Company and Chrysler against any losses, claims, damages or
liabilities to which the Company or Chrysler may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any Registration
Statement, either of the Prospectuses, or any amendment or supplement thereto,
or any related preliminary prospectus, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company by such U.S. Underwriter through the Representatives specifically for
use therein, and will reimburse any legal or other expenses reasonably incurred
by the Company and Chrysler in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred, it
being understood and agreed that the only such information furnished by any
U.S. Underwriter consists of the following information in the Prospectuses
furnished on behalf of each U.S. Underwriter: the
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names of the U.S. Underwriters on the cover of the preliminary prospectus
relating to the U.S. Securities and the U.S. Prospectus; the list of U.S.
Underwriters and the number of shares being underwritten by each of the U.S.
Underwriters listed under the caption "Underwriting"; the concession and
discount figures appearing in the sixth paragraph under the caption
"Underwriting"; the terms of the Agreement Between U.S. Underwriters and
Managers contained in paragraphs seven through nine under the caption
"Underwriting"; and the information concerning overallotments, stabilizing,
syndicate covering transactions and penalty bids contained in the fourteenth
paragraph under the caption "Underwriting".
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. Notwithstanding
the indemnifying party's election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest, (ii)
the actual or potential defendants in, or targets of, any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to
it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, (iii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action.
(d) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
Chrysler on the one hand and the U.S. Underwriters on the other from the
offering of the U.S. Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and Chrysler on the one hand
and the U.S. Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities as well
as any other relevant equitable considerations. The relative benefits received
by the Company and Chrysler on the one hand and the U.S. Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering of the U.S. Securities (before deducting expenses) received
by the Company and Chrysler bear to the total underwriting discounts and
commissions received by the U.S. Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company, Chrysler
or the U.S. Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (d).
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Notwithstanding the provisions of this subsection (d), no U.S. Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the U.S. Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such U.S. Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The U.S. Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.
(e) The obligations of the Company and Chrysler under this Section shall
be in addition to any liability which the Company and Chrysler may otherwise
have and shall extend, upon the same terms and conditions, to each person, if
any, who controls any U.S. Underwriter within the meaning of the Act; and the
obligations of the U.S. Underwriters under this Section shall be in addition to
any liability which the respective U.S. Underwriters may otherwise have and
shall extend, upon the same terms and conditions, to each director of the
Company, to each officer of the Company who has signed a Registration Statement
and to each person, if any, who controls the Company within the meaning of the
Act.
8. Default of U.S. Underwriters. If any U.S. Underwriter or U.S.
Underwriters default in their obligations to purchase U.S. Securities hereunder
on either the First or any Optional Closing Date and the aggregate number of
shares of U.S. Securities that such defaulting U.S. Underwriter or U.S.
Underwriters agreed but failed to purchase does not exceed 10% of the total
number of shares of U.S. Securities that the U.S. Underwriters are obligated to
purchase on such Closing Date, CSFBC may make arrangements satisfactory to the
Company and Chrysler for the purchase of such U.S. Securities by other persons,
including any of the U.S. Underwriters, but if no such arrangements are made by
such Closing Date the non-defaulting U.S. Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase
the U.S. Securities that such defaulting U.S. Underwriters agreed but failed to
purchase on such Closing Date. If any U.S. Underwriter or U.S. Underwriters so
default and the aggregate number of shares of U.S. Securities with respect to
which such default or defaults occur exceeds 10% of the total number of shares
of U.S. Securities that the U.S. Underwriters are obligated to purchase on such
Closing Date and arrangements satisfactory to CSFBC, the Company and Chrysler
for the purchase of all such U.S. Securities by other persons are not made
within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting U.S. Underwriter, the Company or
Chrysler, except as provided in Section 9 (provided that if such default occurs
with respect to U.S. Optional Securities after the First Closing Date, this
Agreement will not terminate as to the U.S. Firm Securities or any U.S.
Optional Securities purchased prior to such termination). As used in this
Agreement, the term "U.S. Underwriter" includes any person substituted for an
U.S. Underwriter under this Section. Nothing herein will relieve a defaulting
U.S. Underwriter from liability for its default.
9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of
Chrysler, of the Company or its officers and of the several U.S. Underwriters
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results
thereof, made by or on behalf of any U.S. Underwriter, Chrysler, the Company or
any of their respective representatives, officers or directors or any
controlling person, and will survive delivery of and payment for the U.S.
Securities. If this Agreement is terminated pursuant to Section 8 or if for
any reason the purchase of the U.S. Securities by the U.S. Underwriters is not
consummated, Chrysler and the Company shall remain responsible for the expenses
to be paid or reimbursed by them pursuant to Section 5 and the respective
obligations of the Company, Chrysler and the U.S. Underwriters pursuant to
Section 7 shall remain in effect, and if any U.S. Securities have been
purchased hereunder the representations and warranties in Section 2 and all
obligations under Section 5 shall also remain in effect. If the purchase of
the U.S. Securities by the U.S. Underwriters is not consummated for any reason
other than solely because of the termination of this Agreement pursuant to
Section 8 or the occurrence of any event specified in clause (iii), (iv), or
(v) of Section 6(c), Chrysler and the Company will reimburse the U.S.
Underwriters for all out-of-pocket expenses (including fees and disbursements
of counsel) reasonably incurred by them in connection with the offering of the
U.S. Securities.
10. Notices. All communications hereunder will be in writing and, if
sent to the U.S. Underwriters, will be mailed, delivered or telegraphed and
confirmed to the Representatives, c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Investment
Banking Department - Transactions
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Advisory Group, or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at 0000 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxxxxx
00000, Attention: Xx. Xxxxxx X. Xxxxxxxxxx, or, if sent to Chrysler, will be
mailed, delivered or telegraphed and confirmed to it at 0000 Xxxxxxxx Xxxxx,
Xxxxxx Xxxxx, Xxxxxxxx 00000-0000, Attention: Xxxxxxx X. Xxxxxxx, Esq.;
provided, however, that any notice to an U.S. Underwriter pursuant to Section 7
will be mailed, delivered or telegraphed and confirmed to such U.S. Underwriter.
11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7, and no
other person will have any right or obligation hereunder.
12. Representation of U.S. Underwriters. The Representatives will act
for the several U.S. Underwriters in connection with this financing, and any
action under this Agreement taken by the Representatives jointly or by CSFBC
will be binding upon all the U.S. Underwriters.
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
The Company and Chrysler hereby submit to the non-exclusive jurisdiction
of the Federal and state courts in the Borough of Manhattan in The City of New
York in any suit or proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby.
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If the foregoing is in accordance with the Representatives' understanding of
our agreement, kindly sign and return to each of the Company and Chrysler one
of the counterparts hereof, whereupon it will become a binding agreement among
Chrysler, the Company and the several U.S. Underwriters in accordance with its
terms.
Very truly yours,
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By ________________________________________
Name:
Title:
CHRYSLER CORPORATION
By ________________________________________
Name:
Title:
The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
XXXXXXX, XXXXX & CO.
X.X. XXXXXX SECURITIES INC.
XXXXX XXXXXX INC.
Acting on behalf of themselves and as the
Representatives of the several U.S. Underwriters.
By CREDIT SUISSE FIRST BOSTON CORPORATION
By ______________________________________
Name:
Title:
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SCHEDULE A
NUMBER OF U.S. FIRM SECURITIES
TO BE SOLD BY
-----------------------------
TOTAL NUMBER OF
U.S. FIRM SECURITIES TO BE
U.S. UNDERWRITERS COMPANY CHRYSLER PURCHASED
-------------------------------------- --------------- ------------ --------------------------
Credit Suisse First Boston Corporation
Xxxxxxx, Xxxxx & Co...................
X.X. Xxxxxx Securities Inc............
Xxxxx Xxxxxx Inc......................
----------- ----------- ----------
Total........................ 19,125,000
=========== =========== ==========
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SCHEDULE B
SUBSIDIARIES OF THE COMPANY
Dollar Rent A Car Systems, Inc.
Thrifty Rent-A-Car System, Inc.
Rental Car Finance Corp.
Thrifty Canada, Ltd.
Pentastar Services, Inc.
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SCHEDULE C
OFFICERS AND DIRECTORS OF THE COMPANY SUBJECT TO
LOCK-UP AGREEMENTS
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxx X. Xxxxxx
