EXHIBIT 4.23
[EXECUTION COPY]
$175,000,000 SERIES 1999-1 5.90% RENTAL CAR ASSET BACKED NOTES, CLASS A
$ 20,000,000 SERIES 1999-1 6.20% RENTAL CAR ASSET BACKED NOTES, CLASS B
$ 42,500,000 SERIES 1999-1 6.50% RENTAL CAR ASSET BACKED NOTES, CLASS C
$ 12,500,000 SERIES 1999-1 7.10% RENTAL CAR ASSET BACKED NOTES, CLASS D
RENTAL CAR FINANCE CORP.
Series 1999-1 Rental Car Asset Backed Notes
NOTE PURCHASE AGREEMENT
April 29, 1999
Credit Suisse First Boston Corporation
11 Madison Avenue
New York, New York 10010-3629
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Dear Sirs:
1. Introductory. Rental Car Finance Corp., an Oklahoma corporation (the
"Company") and a wholly-owned indirect subsidiary of Dollar Thrifty Automotive
Group, Inc., a Delaware corporation ("DTAG"), proposes, subject to the terms and
conditions stated herein, to issue and sell to Credit Suisse First Boston
Corporation ("Credit Suisse") and Chase Securities Inc. ("Chase") (each, an
"Initial Purchaser" and together, the "Initial Purchasers"):
$175,000,000 principal amount of its Series 1999-1 5.90% Rental Car Asset Backed
Notes, Class A, $20,000,000 principal amount of its Series 1999-1 6.20% Rental
Car Asset Backed Notes, Class B, $42,500,000 principal amount of its Series
1999-1 6.50% Rental Car Asset Backed Notes, Class C and $12,500,000 principal
amount of its Series 1999-1 7.10% Rental Car Asset Backed Notes, Class D
(collectively, the "Offered Securities") to be issued under (i) a base indenture
dated as of December 13, 1995 (as amended, modified or supplemented to the date
hereof, the "Base Indenture"), and a Series 1999-1 Supplement to the Base
Indenture, dated as of April 29, 1999 (the "Series 1999-1 Supplement") between
the Company and Bankers Trust Company, as Trustee (the Base Indenture, as
supplemented by the Series 1999-1 Supplement, is referred to herein as the
"Indenture"), on a private placement basis pursuant to an exemption from the
registration requirements of the United States Securities Act of 1933, as
amended (the "Securities Act"), and hereby agrees with the Initial Purchasers as
follows:
2. Representations and Warranties of the Company and DTAG. Each of the
Company and DTAG represents and warrants to, and agrees with, the Initial
Purchasers that:
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(a) A preliminary private placement memorandum relating to the
Offered Securities has been prepared by the Company.
Such preliminary private placement memorandum as supplemented
as of the date of this Agreement, the final private placement memorandum
together with the documents listed in Schedule B to this Agreement and
any other document approved by the Company or DTAG for delivery by the
Initial Purchasers to offerees in connection with the contemplated
resale of the Offered Securities, including such financial statements as
are specified in Schedule C to this Agreement that have been provided to
the Initial Purchasers for such purpose by DTAG, are collectively
referred to as the "Offering Document".
The preliminary private placement memorandum as of its date,
the private placement memorandum as of its date and as of the Closing
Date (as defined below), the remaining documents comprising the Offering
Document as of their dates and as of, as applicable, the date of this
Agreement and the Closing Date do not or will not on such date include
any untrue statement of a material fact or omit 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. The
preceding sentence does not apply to statements in or omissions from the
Offering Document based upon written information furnished to DTAG or
the Company by the Initial Purchasers specifically for use therein, it
being understood and agreed that the only such information is that
described as such in Section 7(b).
The information required to be delivered to holders and
prospective purchasers of the Offered Securities pursuant to Section
7.27 of the Base Indenture in accordance with Rule 144A(d)(4) under the
Securities Act (the "Additional Issuer Information") does not include
any 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. The preceding
sentence does not apply to statements in or omissions from the
Additional Issuer Information based upon written information furnished
to DTAG or the Company by the Initial Purchasers specifically for use
therein, it being understood and agreed that the only such information
is that described as such in Section 7(b).
(b) The Offered Securities have been duly authorized by the
Company and, when delivered and paid for pursuant to this Agreement and
the Indenture, will have been duly executed, authenticated, issued and
delivered and will constitute valid and legally binding obligations of
the Company, entitled to the benefits provided in the Indenture and
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
(c) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Oklahoma,
with power and authority (corporate and other) to own its properties and
conduct its business as described in the Offering Document.
DTAG 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 Offering Document.
Each of the Company and DTAG is duly qualified and licensed 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, other than jurisdictions in
which the failure to be so qualified and licensed shall not,
individually or in the aggregate, have a material adverse effect on the
condition (financial or other), business or results of operations of the
Company, DTAG and DTAG's subsidiaries taken as a whole, or on the
ability of the Company or DTAG to perform its obligations under
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(as applicable) this Agreement or the other Related Documents (as
defined in the Series 1999-1 Supplement) to which it is a party.
(d) The Series 1999-1 Supplement has been duly authorized; the
Offered Securities have been duly authorized; and when the Offered
Securities are delivered and paid for pursuant to this Agreement on the
Closing Date, the Series 1999-1 Supplement will have been duly executed
and delivered, such Offered Securities will have been duly executed,
authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
(e) No consent, approval, authorization, or order of, or filing
with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement or any
other Related Document in connection with the issuance and sale of the
Offered Securities by the Company, except the filing of any financing
statements as may be required to perfect the interest of the Trustee and
the Master Collateral Agent (as defined in the Indenture) in the
collateral pledged thereto under the Related Documents.
(f) Neither the Company nor DTAG is in violation of its
Certificate of Incorporation or By-laws or in default in the performance
or observance of any obligation, agreement, covenant or condition
contained in any agreement or instrument to which it is a party or by
which it or its properties are bound which would have a material adverse
effect on the transactions contemplated in this Agreement or in the
Related Documents.
(g) The execution, delivery and performance of this Agreement and
the other Related Documents, and the issuance and sale of the Offered
Securities and compliance with the terms and provisions hereof and
thereof 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,
domestic or foreign, having jurisdiction over the Company, DTAG, or, to
the best knowledge of the Company or DTAG, any subsidiary of DTAG or any
of their properties, or any agreement or instrument to which the
Company, DTAG, or, to the best knowledge of the Company or DTAG, any
subsidiary of DTAG is a party or by which the Company, DTAG, or any
subsidiary of DTAG is bound or to which any of the properties of the
Company, DTAG, or, to the best knowledge of the Company or DTAG, any
subsidiary of DTAG is subject, or the charter or by-laws of the Company,
DTAG, or, to the best knowledge of the Company or DTAG, any subsidiary
of DTAG, that would have a material adverse effect on the ability of the
Company or DTAG to perform its obligations under (as applicable) this
Agreement or the other Related Documents to which it is a party or that
are otherwise material in the context of the sale of the Offered
Securities.
Each of the Company and DTAG has full power and authority
(corporate and otherwise) to enter into this Agreement and the other
Related Documents to which it is a party and to consummate the
transactions contemplated hereby and thereby, including, in the case of
the Company, the full power and authority to authorize, issue and sell
the Offered Securities as contemplated by this Agreement and the Series
1999-1 Supplement.
(h) As of the Closing Date, the representations and warranties of
the Company and DTAG contained in the Related Documents will be true and
correct, except that with respect to any such representation or warranty
which represents or warrants as to a specific date, such representation
or warranty shall be true and correct as of such date.
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(i) This Agreement has been duly authorized, executed and
delivered by the Company and DTAG.
(j) Except as disclosed in the Offering Document, the Company has
good and marketable title to all properties and assets owned by it, 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 it.
(k) The Company, DTAG and, to the best knowledge of the Company
or DTAG, DTAG's subsidiaries possess all material certificates,
licenses, authorities or permits issued by appropriate governmental
agencies or bodies necessary to conduct the business now operated by
them and have not received any notice of proceedings relating to the
revocation or modification of any such certificate, authority or permit
that, if determined adversely to the Company, DTAG or any U.S.
subsidiary of DTAG, would individually or in the aggregate have a
material adverse effect on the Company, DTAG and DTAG's subsidiaries
taken as a whole.
(l) Except as set forth in Schedule D to this Agreement and
specifically identified as a labor dispute, no labor dispute with the
employees of the Company, DTAG or, to the best knowledge of the Company
or DTAG, DTAG's subsidiaries exists or in any case, to the knowledge of
the Company or DTAG, is imminent that might have a material adverse
effect on the Company, DTAG and DTAG's subsidiaries taken as a whole.
(m) Except as disclosed in the Offering Document or as set forth
in Schedule D to this Agreement, there are no pending actions, suits or
proceedings against or affecting the Company, DTAG or, to the best
knowledge of the Company or DTAG, any U.S. subsidiary of DTAG, or any of
their respective properties that, if determined adversely to the
Company, DTAG or any subsidiaries of DTAG, would individually or in the
aggregate have a material adverse effect on the condition (financial or
other), business or results of operations of the Company, DTAG and
DTAG's subsidiaries taken as a whole, or would materially and adversely
affect the ability of the Company or DTAG to perform its obligations
under (as applicable) this Agreement or the other Related Documents to
which it is a party, or which are otherwise material in the context of
the sale of the Offered Securities; and no such actions, suits or
proceedings are threatened or, to the Company's or DTAG's knowledge,
contemplated.
(n) The financial statements provided to the Initial Purchasers,
as specified in Schedule C of this Agreement, present fairly in all
material respects the financial position of DTAG and its consolidated
subsidiaries (including the Company) as of the dates shown and their
results of operations and cash flows for the periods shown, and, except
as otherwise disclosed in the Offering Document, such financial
statements have been prepared in conformity with generally accepted
accounting principles in the United States applied on a consistent
basis.
(o) Since the date of the latest audited consolidated financial
statements provided to the Initial Purchasers, as specified in Schedule
C of this Agreement, there has been no material adverse change nor any
development or event known to the Company or DTAG that in the reasonable
expectation of the Company or DTAG shall cause a material adverse change
in the condition (financial or other), business, properties or results
of operations of the Company and DTAG as a whole, DTAG and DTAG's
subsidiaries taken as a whole, and, except as disclosed in or
contemplated by the Offering Document, there has been no dividend or
distribution of any kind declared, paid or made by the Company or DTAG
on any class of its capital stock.
(p) Neither the Company nor DTAG is an open-end investment
company, unit investment trust or face-amount certificate company that
is or is required to be registered under Section 8 of the United States
Investment Company Act of 1940 (the "Investment Company Act"), nor is it
a closed-end
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investment company required to be registered, but not registered,
thereunder; and neither the Company nor DTAG is and, after giving effect
to the offering and sale of the Offered Securities and the application
of the proceeds thereof as described in the Offering Document, neither
will be an "investment company" as defined in the Investment Company
Act.
(q) No securities of the same class (within the meaning of Rule
144A(d)(3) under the Securities Act) as the Offered Securities are:
(i) listed on any national securities exchange registered
under Section 6 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or quoted in a U.S. automated
inter-dealer quotation system; or
(ii) convertible or exchangeable into securities so listed
or quoted at the time of issuance.
(r) The offer and sale of the Offered Securities by the Company
to the Initial Purchasers in the manner contemplated by this Agreement
will be exempt from the registration requirements of the Securities Act
and it is not necessary to qualify the Indenture under the United States
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
(s) Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf:
(i) has, within the six-month period prior to the date
hereof, offered or sold in the United States or to any U.S.
person (as such terms are defined in Regulation S under the
Securities Act) the Offered Securities or any security of the
same class or series as the Offered Securities; or
(ii) has offered or will offer or sell the Offered
Securities by means of any directed selling efforts within the
meaning of Rule 902(b) of Regulation S ("Directed Selling
Efforts"), including specifically, any activity undertaken for
the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for any
of the Offered Securities, including, but not limited to,
placement of an advertisement, including without limitation a
"tombstone", that refers to this Agreement or the Offered
Securities issued and sold pursuant hereto in any publication
that is either printed primarily for distribution in the United
States or has had, during the twelve (12) months preceding the
date of this Agreement, an average circulation in the United
States of 15,000 or more copies per issue, except as otherwise
permitted by Regulation S promulgated under the Securities Act;
or
(iii) has offered or sold, or will offer or sell, any of
the Offered Securities to any person in the United States, except
as permitted under Regulation S or to persons who the Company or
such affiliate or person acting on its behalf, as applicable,
believes are qualified institutional buyers within the meaning of
Rule 144A ("Rule 144A"), in accordance with the requirements of
such Rule; or
(iv) has offered or will offer to sell any of the Offered
Securities by means of any form of general solicitation or
general advertising (as those terms are used in Regulation D
under the Securities Act), including, but not limited to:
(A) any advertisement, article, notice (except in
accordance with Rule 135c promulgated under the Securities
Act) or other communication published in any newspaper,
magazine, or similar media or broadcast over television or
radio; and
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(B) any seminar or meeting whose attendees have
been invited by any general solicitation or general
advertising, or in any manner involving a public offering
within the meaning of Section 4(2) of the Securities Act.
The Company has not entered and will not enter into any
contractual arrangement with respect to the distribution
of the Offered Securities except for this Agreement.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements in this Agreement, but subject to
the terms and conditions in this Agreement, the Company agrees to sell to the
Initial Purchasers, and the Initial Purchasers agrees to purchase from the
Company, the principal amount of each class of Offered Securities specified in
Schedule A to this Agreement, at the respective purchase price specified in
Schedule A with respect to each such class.
The Company will deliver against payment of the purchase price the
Offered Securities initially represented by one or more global Securities in
definitive form (the "Global Securities"), deposited with the Trustee as
custodian for The Depository Trust Company ("DTC") and, in the case of the
Global Securities to be sold in the United States, registered in the name of
Cede & Co., as nominee for DTC or, in the case of Global Securities sold in
offshore transactions, registered in the name of a nominee of DTC for the
accounts of the Euroclear System ("Euroclear") and Cedelbank ("Cedelbank").
Interests in any Global Security will be held only in book-entry form through
DTC, except in the limited circumstances described in the Offering Document.
Payment for the Offered Securities shall be made by the Initial Purchasers in
Federal (same day) funds by wire transfer to an account in New York previously
designated to the Initial Purchasers by the Company at a bank acceptable to the
Initial Purchasers or official check or checks drawn to the order of Rental Car
Finance Corp. at the office of Mayer, Brown & Platt, 1675 Broadway, New York,
New York 10019, at 11:00 A.M. (New York time), on April 29, 1999, or at such
other time not later than seven (7) full business days thereafter as the Initial
Purchasers and the Company determine, such time being herein referred to as the
"Closing Date", against delivery to the Trustee as custodian for DTC of the
Global Securities representing all of the Offered Securities. The Global
Securities will be made available for inspection at the above office of Mayer,
Brown & Platt at least 24 hours prior to the Closing Date.
4. Representation by the Initial Purchasers; Resale by the Initial
Purchasers.
(a) Each of the Initial Purchasers represents and warrants to the
Company and DTAG that it is an "accredited investor" as defined in Rule
501(a)(1) under the Securities Act.
(b) Each of the Initial Purchasers acknowledges that the Offered
Securities have not been and will not be registered under the Securities Act or
any state securities laws and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except in
accordance with Regulation S or pursuant to an exemption from the registration
requirements of the Securities Act.
Each of the Initial Purchasers severally represents and agrees that it
has offered and sold the Offered Securities and will offer and sell the Offered
Securities:
(i) as part of their distribution at any time; and
(ii) otherwise until forty (40) days after the later of the
commencement of the offering and the Closing Date,
only in accordance with Rule 144A or Rule 903 under the Securities Act.
Accordingly, each Initial Purchaser severally represents and agrees on
behalf of itself that neither such Initial Purchaser nor its affiliates, nor any
persons acting on its or their behalf, have engaged or will engage in
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any Directed Selling Efforts with respect to the Offered Securities, and each
Initial Purchaser agrees that it and its affiliates and all persons acting on
its or their behalf have complied and will comply with the offering restrictions
requirement of Regulation S.
Each Initial Purchaser agrees that, at or prior to confirmation of
sale of the Offered Securities, the Initial Purchasers will have sent to each
distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases the Offered Securities from it during the restricted
period a confirmation or notice to substantially the following effect:
"The Securities covered hereby have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S.
persons (i) as part of their distribution at any time or (ii)
otherwise until forty (40) days after the later of the date of
the commencement of the offering and the closing date, except in
either case in accordance with Regulation S (or Rule 144A if
available) under the Securities Act. Terms used above have the
meanings given to them by Regulation S."
Terms used in this subsection (b) have the meanings given to them by
Regulation S.
(c) Each of the Initial Purchasers agrees that it and each of its
affiliates has not entered and will not enter into any contractual arrangement
with respect to the distribution of the Offered Securities except for any such
arrangements with the prior written consent of the Company.
(d) Each of the Initial Purchasers agrees that it and each of its
affiliates will not offer or sell the Offered Securities by means of any form of
general solicitation or general advertising, within the meaning of Rule 502(c)
under the Securities Act, including, but not limited to:
(i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio; or
(ii) any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising.
Each of the Initial Purchasers severally agrees, with respect to
resales made in reliance on Rule 144A of any of the Offered Securities, to
deliver either with the confirmation of such resale or otherwise prior to
settlement of such resale a notice to the effect that the resale of such Offered
Securities has been made in reliance upon the exemption from the registration
requirements of the Securities Act provided by Rule 144A.
(e) Each of the Initial Purchasers represents and warrants to the
Company and DTAG and agrees that (i) it has not offered or sold and prior to the
date six (6) months after the Closing Date will not offer or sell any Offered
Securities to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Offered Securities in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on, and
will only issue or pass on, in the United Kingdom any document received by it in
connection with the issue of the Offered Securities to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995 or is a person to whom such document may
otherwise lawfully be issued or passed on.
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5. Certain Agreements of the Company and DTAG. Each of the Company and
DTAG agrees with the Initial Purchasers that:
(a) The Company and DTAG will advise each of the Initial
Purchasers promptly of any proposal to amend or supplement the Offering
Document and will not effect such amendment or supplementation without
each of the Initial Purchasers' consent. If, at any time prior to the
completion of the resale by the Initial Purchasers in the distribution
of the Offered Securities by the Initial Purchasers any event occurs as
a result of which the Offering Document as then amended or supplemented
would include an untrue statement of a material fact or omit 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, or if it is necessary at any such time to amend or
supplement the Offering Document to comply with any applicable law, the
Company and DTAG promptly will notify the Initial Purchasers of such
event and promptly will prepare, at their own expense, an amendment or
supplement which will correct such statement or omission or effect such
compliance. Neither the Initial Purchasers' consent to, nor the Initial
Purchasers' delivery to offerees or investors of, any such amendment or
supplement shall constitute a waiver of any of the conditions set forth
in Section 6 of this Agreement.
(b) The Company and DTAG authorize the Initial Purchasers to
deliver to prospective subsequent purchasers copies of the Offering
Document, any amendments, supplements or exhibits thereto, and any
information obtained pursuant to this Agreement, in connection with any
reoffer or resale of the Offered Securities by the Initial Purchasers in
accordance with this Agreement, and agree that any subsequent purchaser
may rely on the representations of the Company and DTAG set out in this
Agreement to the same extent as if such subsequent purchaser were a
party to this Agreement.
(c) Until such time as each of the Initial Purchasers shall have
resold in the distribution all Offered Securities purchased by it on the
Closing Date, the Company and DTAG will provide to the Initial
Purchasers and any prospective subsequent purchaser the opportunity to
ask questions and receive answers concerning the terms and conditions of
the offering of the Offered Securities, the condition (financial or
otherwise) of the Company or DTAG and any other matters relating to the
matters described in the Offering Document and the transactions
contemplated by this Agreement and to obtain any additional information
and documents that the Company or DTAG possesses or can acquire without
unreasonable effort or expense with respect to any of the foregoing
other than information and documents reasonably determined by the
Company or DTAG, as the case may be, to be confidential in nature and
not appropriate for disclosure to the Initial Purchasers or to
prospective purchasers. Each of the Initial Purchasers shall promptly
notify the Company and DTAG as to the completion of the resale by that
Initial Purchaser in the distribution of the Offered Securities.
(d) The Company or DTAG (as requested) will furnish to each of
the Initial Purchasers, without charge, copies of any component of the
Offering Document and all exhibits, amendments and supplements thereto,
in each case as soon as available and in such reasonable quantities as
each of the Initial Purchasers requests, and the Company will furnish to
each of the Initial Purchasers on the date hereof three copies of the
Offering Document. At any time when the Company is not subject to
Section 13 or 15(d) of the Exchange Act, the Company will promptly
furnish or cause to be furnished to the Initial Purchasers and, upon
request of holders and prospective purchasers of the Offered Securities,
to such holders and purchasers, copies of the information required to be
delivered to holders and prospective purchasers of the Offered
Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any
successor provision thereto) in order to permit compliance with Rule
144A in connection with resales by such holders of the Offered
Securities. The Company and DTAG, jointly and severally, shall be
obligated to pay the expenses of printing and distributing to the
Initial Purchasers all such documents.
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(e) The Company will arrange for the qualification of the Offered
Securities for sale and the determination of their eligibility for
investment under the laws of such states in the United States as each of
the Initial Purchasers designates and will continue such qualifications
in effect so long as required for the resale of the Offered Securities
by the Initial Purchasers provided that the Company will not be required
to qualify as a foreign corporation or to file a general consent to
service of process in any such state unless so required in order to
perform fully its obligations under the Indenture and the Master Lease
(as defined in the Series 1999-1 Supplement).
(f) For a period from the date of this Agreement until the
retirement of the Offered Securities, DTAG or the Company, as
applicable, will furnish to each of the Initial Purchasers, copies of
each report and certificate and any financial information delivered to
the Trustee pursuant to Sections 5.4 and 7.3 of the Base Indenture and
Section 24.4 of the Master Lease (except that Daily Reports will be
furnished to the Initial Purchasers only upon request thereby), and such
other forms of periodic certificates or reports as may be delivered to
the Trustee or the holders of Offered Securities under the Indenture or
other Related Documents.
(g) During the period of two (2) years after the Closing Date,
the Company will, upon request, furnish to the Initial Purchasers, and
any holder of Offered Securities a copy of the restrictions on transfer
applicable to the Offered Securities.
(h) During the period of two (2) years after the Closing Date,
the Company will not, and will not permit any of its affiliates (as
defined in Rule 144 under the Securities Act) to, resell any of the
Offered Securities that have been reacquired by any of them.
(i) During the period of two (2) years after the Closing Date,
neither DTAG nor the Company will be or become an open-end investment
company, unit investment trust or face-amount certificate company that
is or is required to be registered under Section 8 of the Investment
Company Act, and neither is, nor will be or become, a closed-end
investment company required to be registered, but not registered, under
the Investment Company Act.
(j) The Company and DTAG, jointly and severally, shall pay all
expenses incidental to the performance of their respective obligations
under this Agreement and the Series 1999-1 Supplement, including all
expenses in connection with the execution, issuance, authentication,
packaging and initial delivery of the Offered Securities, the
preparation and printing of this Agreement, the Offered Securities, the
Series 1999-1 Supplement, the Offering Document and amendments and
supplements thereto, and any other document relating to the issuance,
offer, sale and delivery of the Offered Securities. The Company and
DTAG, jointly and severally, shall reimburse each of the Initial
Purchasers for any expenses (other than fees and disbursements of
special counsel to the Initial Purchasers) incurred by that Initial
Purchaser in connection with qualification of the Offered Securities for
sale under the laws of such jurisdictions as each Initial Purchaser
designates and the printing of memoranda relating thereto and for any
fees charged by investment rating agencies for the rating of the
Securities.
Notwithstanding the foregoing, the Initial Purchasers shall pay
and bear (i) all reasonable fees and expenses of Mayer, Brown & Platt,
special counsel to the Initial Purchasers, charged or incurred in
connection with the offering and purchase of the Offered Securities and
(ii) all out of pocket expenses of the Initial Purchasers, including
(without limitation) all travel expenses of the Initial Purchasers'
officers and employees and any other expenses of the Initial Purchasers
in connection with attending or hosting meetings with prospective
purchasers of the Offered Securities.
(k) In connection with the offering, until each of the Initial
Purchasers shall have notified the Company and DTAG of the completion of
the resale by that Initial Purchaser in the distribution of the
-9-
Offered Securities, neither the Company nor DTAG nor any of their
affiliates has or will, either alone or with one or more other persons,
bid for or purchase for any account in which it or any of its affiliates
has a beneficial interest any Offered Securities or attempt to induce
any person to purchase any Offered Securities; and neither the Company
nor DTAG nor any of its affiliates will make bids or purchases for the
purpose of creating actual, or apparent, active trading in, or of
raising the price of, the Offered Securities.
(l) For a period of thirty (30) days after the date of the
initial offering of the Offered Securities by the Initial Purchasers,
the Company will not without the consent of each of the Initial
Purchasers offer, sell, contract to sell, pledge, or otherwise dispose
of, directly or indirectly, any United States dollar-denominated debt
securities issued or guaranteed by the Company and having a maturity of
more than one (1) year from the date of issue. The Company will not at
any time offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, any securities under circumstances where such
offer, sale, pledge, contract or disposition would cause the exemption
afforded by Section 4(2) or Regulation D of the Securities Act to cease
to be applicable to the offer and sale of the Offered Securities to the
Initial Purchasers.
(m) To the extent, if any, that the rating provided with respect
to the Offered Securities by Duff & Phelps Credit Rating Co., or its
successors and assigns ("DCR"), Moody's Investors Service, Inc., or its
successors and assigns ("Moody's") and Standard & Poor's Ratings
Services, or its successors and assigns ("Standard & Poor's" and,
together with DCR and Moody's, the "Rating Agencies") is conditional
upon the furnishing of documents or the taking of any other actions by
the Company and/or DTAG, the Company and/or DTAG shall furnish such
documents and take any such other action.
(n) The Company and DTAG shall furnish, or cause to be furnished,
or make available, or cause to be made available, to the Initial
Purchasers and their counsel such additional documents and information
regarding it and its affairs as the Initial Purchasers may from time to
time reasonably request, including any and all documentation reasonably
requested in connection with its due diligence efforts regarding
information in the Offering Document and to evidence the accuracy or
completeness of any of the conditions contained in this Agreement.
(o) The Company and/or DTAG, as the case may be, will pay all
expenses incident to the performance of its obligations under this
Agreement and will reimburse the Initial Purchasers (if and to the
extent incurred by the Initial Purchasers) for any fees charged by the
Rating Agencies for the rating of the Offered Securities, for any travel
expenses of the Company's and/or DTAG's officers and employees and any
other expenses of the Company and/or DTAG in connection with attending
or hosting meetings with prospective purchasers of the Offered
Securities and for expenses incurred in distributing the Offering
Document (including any amendments and supplements thereto).
6. Conditions of the Obligations of the Initial Purchasers. The
obligations of the Initial Purchasers to purchase and pay for the Offered
Securities will be subject to the accuracy of the representations and warranties
on the part of the Company and DTAG in this Agreement, to the accuracy of the
statements of officers of the Company and DTAG made pursuant to the provisions
of this Agreement, to the performance by the Company and DTAG of its obligations
under this Agreement and to the following additional conditions precedent:
(a) Each of the Initial Purchasers shall have received a letter,
dated the date of this Agreement, of Deloitte & Touche LLP in form and
substance satisfactory to the Initial Purchasers concerning the
accounting, financial and statistical information with respect to the
Company set forth in the Offering Document and, if practicable, the
Additional Issuer Information.
(b) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred:
-10-
(i) a change in U.S. or international financial, political
or economic conditions or currency exchange rates or exchange
controls as would, in the judgment of the Initial Purchasers, be
likely to prejudice materially the success of the proposed issue,
sale or distribution of the Offered Securities, whether in the
primary market or in respect of dealings in the secondary market;
or
(ii) 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,
DTAG or DTAG's subsidiaries which, in the judgment of the Initial
Purchasers, is material and adverse and makes it impractical or
inadvisable to proceed with completion of the offering or the
sale of and payment for the Offered Securities; or
(iii) any downgrading in the rating of any debt securities
of the Company by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the
Securities Act), or any public announcement that any such
organization has under surveillance or review its rating of any
debt securities of the Company (other than an announcement with
positive implications of a possible upgrading, and no implication
of a possible downgrading, of such rating); or
(iv) 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
(v) any banking moratorium declared by U.S. Federal,
New York or Oklahoma authorities; or
(vi) 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 the Initial
Purchasers, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the offering or sale of
and payment for the Offered Securities.
(c) Each of the Initial Purchasers shall have received evidence
satisfactory to it, and its counsel, that on or before the Closing Date,
UCC-1 financing statements required to be filed on or prior to the
Closing Date pursuant to the Related Documents have been or are being
filed in the office of the Oklahoma County Clerk of the State of
Oklahoma or in any other applicable offices and jurisdictions.
(d) Each of the Initial Purchasers shall have received an opinion
of Hall, Estill, Hardwick, Gable, Golden & Nelson P.C., counsel for the
Company and DTAG, dated the Closing Date and addressed to the Initial
Purchasers, regarding general corporate matters, in form and substance
satisfactory to each of the Initial Purchasers and its counsel.
(e) Each of the Initial Purchasers shall have received an opinion
of Hall, Estill, Hardwick, Gable, Golden & Nelson P.C., counsel to the
Company and DTAG, dated the Closing Date and addressed to each of the
Initial Purchasers, regarding perfection and priority matters, in form
and substance satisfactory to each of the Initial Purchasers and its
counsel.
(f) Each of the Initial Purchasers shall have received opinions
of Mayer, Brown & Platt, dated the Closing Date and addressed to each of
the Initial Purchasers, regarding:
(i)(x) substantive consolidation of the assets and
liabilities of the Company and any of its affiliates (y)
preference matters;
-11-
(ii) a letter confirming that the opinion of Mayer, Brown
& Platt, dated December 23, 1997, opining that the Master Lease,
with respect to Acquired Vehicles (as such term is defined in the
Series 1999-1 Supplement), was a "true lease," continues to be
correct as of the Closing Date;
(iii) enforceability and securities law matters; and
(iv) certain negative assurances concerning the private
placement memoranda, each in form and substance satisfactory to
the Initial Purchasers.
(g) Each of the Initial Purchasers shall have received an opinion
of Mayer, Brown & Platt in its capacity as federal income tax counsel
for the Company and DTAG, dated the Closing Date and addressed to each
of the Initial Purchasers, to the effect that the statements set forth
in the private placement memorandum under the headings "Certain Federal
Income Tax Consequences" accurately describe the material federal income
tax consequences to holders of the Offered Securities, in form and
substance satisfactory to the Initial Purchasers and its counsel.
(h) Each of the Initial Purchasers shall have received an opinion
from White & Case, counsel for the Trustee and the Master Collateral
Agent, dated the Closing Date and addressed to each of the Initial
Purchasers, in form and substance satisfactory to the each of the
Initial Purchasers and its counsel.
(i) Each of the Initial Purchasers shall have received an opinion
of Mayer, Brown & Platt, dated the Closing Date and addressed to each of
the Initial Purchasers, with respect to the validity of the Offered
Securities and such other matters as the Initial Purchasers may
reasonably request, and the Company and DTAG, as the case may be, shall
have furnished to such counsel such documents as they may reasonably
request for the purpose of enabling them to pass upon such matters.
(j) Each of the Initial Purchasers shall have received a
certificate or certificates signed by the President and any Vice
President and a principal financial or accounting officer of each of the
Company and DTAG, dated the Closing Date, in which such officers shall
state that, to the best of their knowledge:
(i) the representations and warranties of the Company and
DTAG in this Agreement and any other Related Documents to which
the Company and DTAG are a party are true and correct on and as
of the Closing Date or, in the case of the representations and
warranties in the Related Documents, on and as of the dates
specified in such agreements;
(ii) that the Company and DTAG have complied with all
agreements and satisfied all conditions on its part to be
performed or satisfied hereunder or under the Related Documents
at or prior to the Closing Date;
(iii) subsequent to the date as of which information is
given in the Offering Document, there has not been any material
adverse change in the general affairs, business, properties, key
personnel, capitalization, condition (financial or otherwise) or
results of operation of the Company and DTAG except as set forth
or contemplated in the Offering Document or as described in such
certificate or certificates; and
(iv) nothing has come to such officer's attention that
would lead such officer to believe that the preliminary private
placement memorandum as of its date, the private placement
memorandum as of its date and as of the Closing Date, the
remaining documents comprising the Offering Document as of their
dates and as of, as applicable, the date of this Agreement and
the Closing Date does not or will not on such date include any
untrue statement of a material fact or
-12-
omit 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.
(k) The Initial Purchasers shall have received a letter, dated
the Closing Date, of Deloitte & Touche which 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 five (5) days prior
to the Closing Date for the purposes of this subsection.
(l) The Initial Purchasers shall have received a letter from each
of Standard & Poor's, DCR and Moody's stating (as applicable) that:
(i) the Class A Notes (as defined in the Series 1999-1
Supplement) have received a rating of at least "AAA" from
Standard and Poor's and DCR and "Aaa" from Moody's, respectively;
(ii) the Class B Notes (as defined in the Series 1999-1
Supplement) have received a rating of at least "AA" from Standard
& Poor's and DCR, and "Aaa" from Moody's, respectively;
(iii) the Class C Notes (as defined in the Series 1999-1
Supplement) have received a rating of at least "A" from Standard
& Poor's and DCR and "A3" from Moody's, respectively; and
(iv) the Class D Notes (as defined in the Series 1999-1
Supplement) have received a rating of at least "BBB" by Standard
& Poor's and DCR, respectively.
The Company and DTAG will furnish the Initial Purchasers with such conformed
copies of such opinions, certificates, letters and documents as the Initial
Purchasers reasonably request. The Initial Purchasers may in their sole
discretion waive on behalf of the Initial Purchasers compliance with any
conditions to the obligations of the Initial Purchasers hereunder.
7. Indemnification and Contribution.
(a) The Company and DTAG shall, jointly and severally, indemnify
and hold harmless the Initial Purchasers against any losses, claims,
damages or liabilities to which the Initial Purchasers may become
subject, under the Securities Act or the Exchange 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 the Offering
Document, or any amendment or supplement thereto, or any Additional
Issuer Information, 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 in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, and
shall reimburse the Initial Purchasers for any legal or other expenses
reasonably incurred by the Initial Purchasers in connection with
investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that neither
the Company nor DTAG will 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 or DTAG by
the Initial Purchasers specifically for use therein, it being understood
and agreed that the only such information consists of the information
described as such in subsection (b) below.
-13-
(b) The Initial Purchasers will severally and not jointly
indemnify and hold harmless the Company and DTAG against any losses,
claims, damages or liabilities to which the Company or DTAG may become
subject, under the Securities Act or the Exchange 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 the Offering
Document, or any amendment or supplement thereto 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 in order to
make the statements therein, in the light of the circumstances under
which they were made, 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 or DTAG
by that Initial Purchaser specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Company
or DTAG 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
the Initial Purchasers consists of the information in the private
placement memorandum and the supplement thereto specified in Schedule E
to this Agreement. The Initial Purchasers may, but shall have no
obligation to, make a market in the Offered Securities, and any such
market making may be discontinued at any time, without notice, in the
sole discretion of the Initial Purchasers.
(c) Promptly after receipt by an indemnified party under this
Section 7 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, 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 7 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.
-14-
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 7 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 DTAG on the
one hand and the relevant Initial Purchaser on the other from the
offering of the Offered 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 DTAG
on the one hand and the relevant Initial Purchaser 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 DTAG on the one hand and the relevant Initial Purchaser on the other
shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company
bear to the total discounts and commissions received by the relevant
Initial Purchaser from the Company under this Agreement. 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 or DTAG on the one hand or the
relevant Initial Purchaser on the other 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).
Notwithstanding the provisions of this subsection (d), neither of
the Initial Purchasers shall be required to contribute any amount in
excess of the amount by which the total discounts and commissions
received by that Initial Purchaser with respect to the Offered
Securities exceeds the amount of any damages which that Initial
Purchaser 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 Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
(e) The obligations of the Company and DTAG under this Section 7
shall be in addition to any liability which the Company or DTAG may
otherwise have and shall extend, upon the same terms and conditions, to
each person, if any, who controls each of the Initial Purchasers within
the meaning of the Securities Act or the Exchange Act; and the
obligations of each of the Initial Purchasers under this Section 7 shall
be in addition to any liability which each of the Initial Purchasers may
otherwise have and shall extend, upon the same terms and conditions, to
each person, if any, who controls the Company or DTAG within the meaning
of the Securities Act or the Exchange Act.
8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company, DTAG or their respective officers and of the Initial Purchasers 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 the Initial Purchasers, the Company, DTAG or any of
their respective representatives, officers or directors or any controlling
person, and
-15-
will survive delivery of and payment for the Offered Securities. If for any
reason the purchase of the Offered Securities by either of the Initial
Purchasers is not consummated, each of the Company and DTAG shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section
5 and the respective obligations of the Company, DTAG and the Initial Purchasers
pursuant to Section 7 shall remain in effect. If the purchase of the Offered
Securities by either of the Initial Purchasers is not consummated for any reason
other than solely because of the occurrence of any event specified in clause
(i), (iv), (v) or (vi) of Section 6(b), the Company and DTAG will reimburse the
Initial Purchasers for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Offered Securities.
9. Notices. All communications hereunder will be in writing and, if sent
to Credit Suisse will be mailed, delivered or telegraphed and confirmed to
Credit Suisse First Boston Corporation, 11 Madison Avenue, New York, N.Y.
10010-3629, Attention: Investment Banking Department Transactions Advisory
Group, or, if sent to Chase, will be mailed, delivered or telegraphed and
confirmed to Chase, c/o Chase Securities Inc., 270 Park Avenue, 7th Floor, New
York, New York 10017, Attention: Global Asset-Backed Department or, if sent to
the Company, will be mailed, delivered or telegraphed and confirmed to it at
5330 East 31st Street, Tulsa, Oklahoma 74135, Attention: Pamela S. Peck, Vice
President and Treasurer or, if sent to DTAG, will be mailed, delivered or
telegraphed and confirmed to at 5330 East 31st Street, Tulsa, Oklahoma 74135,
Attention: Steven B. Hildebrand, Vice President and Chief Financial Officer,
provided, however, that any notice to the Initial Purchasers pursuant to Section
7 will be mailed, delivered or telegraphed and confirmed to the Initial
Purchasers.
10. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(d) hereof against the Company as if such
holders were parties hereto.
11. 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.
12. Construction of Certain Terms. As used herein, the term "to the best
knowledge of the Company or DTAG" means to the best knowledge of the officers of
the Company and DTAG specified in Schedule F hereto.
13. 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.
Each of the Company and DTAG and the Initial Purchasers hereby submits
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.
-16-
If the foregoing is in accordance with the each of Initial
Purchasers' understanding of our agreement, kindly sign and return to
the Company and to DTAG one of the counterparts hereof, whereupon it
will become a binding agreement among the Company, DTAG and each of the
Initial Purchasers in accordance with its terms.
Very truly yours,
RENTAL CAR FINANCE CORP.
By.......................................................
Name: Pamela S. Peck
Title: Vice President and Treasurer
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By.......................................................
Name:
Title:
-17-
The foregoing Note Purchase Agreement is hereby confirmed and accepted as of the
date first above written.
Credit Suisse First Boston Corporation
By..................................................
Name:
Title:
The foregoing Note Purchase Agreement is hereby confirmed and accepted as of the
date first above written.
Chase Securities Inc.
By..................................................
Name:
Title:
-18-
SCHEDULE A
Principal Amount of Purchase
Offered Securities Price
- -------------------------------------- ------------
$175,000,000 principal amount of its Series
1999-1 5.90% Rental Car Asset Backed 99.859375%
Notes, Class A
$20,000,000 principal amount of its Series
1999-1 6.20% Rental Car Asset Backed 99.906250%
Notes, Class B
$42,500,000 principal amount of its Series
1999-1 6.50% Rental Car Asset Backed 99.953125%
Notes, Class C
$12,500,000 principal amount of its Series
1999-1 7.10% Rental Car Asset Backed 99.781250%
Notes, Class D
-19-
SCHEDULE B
Additional Documents
NONE
-20-
SCHEDULE C
Financial Statements
[Audited consolidated financial statements]
-21-
SCHEDULE D
Labor Disputes and Other Pending Proceedings
Dollar Thrifty Automotive Group, Inc.
-------------------------------------
NONE
Rental Car Finance Corp.
------------------------
NONE
Dollar Rent A Car Systems, Inc.
-------------------------------
On November 2, 1994, the City of San Jose, California filed an
action in the Superior Court of California, against Chevron, Dollar and others,
seeking unspecified compensatory and punitive damages and injunctive relief. The
City of San Jose has not served process on Dollar. The suit relates to pollution
at a site currently occupied by Dollar and formerly occupied by Chevron. Dollar
has partially remediated the affected soil, but not the allegedly affected
ground water. Dollar believes that prior uses of the site resulted in any
remaining contamination at the site.
On October 2, 1997, a purported class action suit was filed in
the Circuit Court of Coosa County, Alabama, against Dollar, Thrifty and other
car rental companies. The plaintiffs in this suit alleged violations of state
law in connection with the sale by the car rental companies of certain insurance
products. Dollar and Thrifty have filed answers denying the alleged violations.
The case has been removed to the U.S. District Court for the Middle District of
Alabama. Plaintiffs filed an amended complaint on February 16, 1998, dropping
their fraud allegations, but adding a claim for a refund of the amounts paid for
insurance. Dollar, Thrifty and other car rental companies filed a motion to
dismiss the conspiracy claim portion of the suit, which dismissal was granted.
On April 10, 1999 the Court dismissed the case in its entirety with prejudice.
Plaintiffs intend to appeal.
Thrifty Rent-A-Car System, Inc.
-------------------------------
SEE DESCRIPTION OF COOSA COUNTY, ALABAMA CASE DESCRIBED ABOVE.
-22-
SCHEDULE E
Information Provided by Initial Purchasers
The information provided by the Initial Purchasers consists of the following
paragraphs in the final private placement memorandum and supplement to the final
private placement memorandum, both dated April 21, 1999:
(1) the first two sentences of the last paragraph at the end of the
inside of the front cover page of the supplement to the final private placement
memorandum concerning the terms of the offering by the Initial Purchasers;
(2) the legend concerning over-allotments and stabilizing on page S-5 of
the supplement to the final private placement memorandum;
(3) the second sentence of the second paragraph in the "Method of
Distribution" section of the supplement to the final private placement
memorandum;
(4) the fourth, fifth, seventh and eighth paragraphs in the "Method of
Distribution" section of the supplement to the final private placement
memorandum;
(5) the next to last sentence in the "Restrictions on Transfer" section
of "Risk Factors" on page 24 of the final private placement memorandum; and
(6) the fifth paragraph and the second sentence of the seventh paragraph
in the "Method of Distribution" section in the final private placement
memorandum.
-23-
SCHEDULE F
Specified Officers
------------------
The Company:
1. Pamela S. Peck
2. Michael H. McMahon
3. Stephen W. Ray
DTAG:
1. Steven B. Hildebrand
2. Pamela S. Peck
3. Stephen W. Ray
4. Michael H. McMahon
-24-