DEALER AUTO RECEIVABLES OWNER TRUST 2000-1
ASSET BACKED NOTES
ASSET BACKED CERTIFICATES
DEALER AUTO RECEIVABLES CORPORATION
(SELLER)
UNDERWRITING AGREEMENT
, 2000
[NAME OF REPRESENTATIVE]
As Representative of the
Several Underwriters named
on Schedule I hereto,
[Address]
Dear Sirs:
Dealer Auto Receivables Corporation, a Delaware corporation
(the "Depositor"), proposes to form an owner trust, Dealer Auto Receivables
Owner Trust 200_-_ (the "Issuer"), pursuant to a Trust Agreement (the "Trust
Agreement") to be dated as of _________, 200_ between the Depositor and
___________, as owner trustee (the "Owner Trustee"), which will issue (i)
$_____________ principal amount of its ___% Class A-1 Asset Backed Notes (the
"Class A-1 Notes"), (ii) $______________ principal amount of its ___% Class
A-2 Asset Backed Notes (the "Class A-2 Notes"), (iii) $____________ principal
amount of its ___ % Class A-3 Asset Backed Notes (the "Class A-3 Notes"),
(iv) $____________ principal amount of its___% Class B Asset Backed Notes
(the "Class B Notes" and together with the Class A-1 Notes, Class A-2 Notes
and Class A-3 Notes, the "Notes") pursuant to an Indenture to be dated as of
the ________, 200_ (the "Indenture") between the Issuer and The Bank of New
York, as trustee (the "Indenture Trustee") and (v) $_____________ principal
amount of its ___% Asset Backed Certificates, representing fractional
undivided interests in the Issuer (the "Certificates"; and together with the
Notes, the "Securities"). The assets of the Issuer will include, among other
things, a pool of retail installment sale contracts secured by new and used
cars and light duty trucks (the "Contracts") originated by Premier Auto
Finance, L.P, an Illinois limited partnership (the "Seller"), certain monies
due or received thereunder on or after _________, 200_ (the "Cutoff Date"),
security interests in the vehicles financed thereby, certain accounts, and
the proceeds thereof, the rights of the Seller against the originating
dealers and other third parties, the proceeds from claims on certain
insurance policies, the rights of the Depositor against the Seller under the
Transfer and Sale Agreement and the rights of the Issuer against Virginia
Surety Company, Inc. (the "Performance Guarantor") under the Performance
Guarantee. The Contracts will be transferred to the Issuer by the Depositor
in exchange for the Securities and the
2
Contracts will be serviced for the Issuer by Premier Auto Finance, Inc.
("Premier Auto Finance", and in its capacity as servicer, the "Servicer")
pursuant to a Sale and Servicing Agreement (the "Sale and Servicing
Agreement") to be dated as of _________, 2000_ among the Depositor, the
Servicer, the Indenture Trustee and the Issuer. Capitalized terms used and
not otherwise defined herein shall have the meanings given them in the Sale
and Servicing Agreement.
This is to confirm the agreement concerning the purchase of
the Securities from the Depositor by the several Underwriters named in
Schedule 1 hereto (the "Underwriters").
1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PERFORMANCE GUARANTOR,
PREMIER AUTO FINANCE AND THE DEPOSITOR. The Performance Guarantor, Premier
Auto Finance and the Depositor jointly and severally represent and warrant to
and agree with the several Underwriters that:
(a) A registration statement on Form S-3 (No. 33-32802) has
been filed by the Depositor with the Securities and Exchange Commission
(the "Commission") and has become effective under the Securities Act of
1933, as amended (the "Securities Act"). Such registration statement
may have been amended or supplemented from time to time prior to the
date hereof. Any such amendment or supplement was filed with the
Commission in accordance with the Securities Act and the rules and
regulations of the Commission thereunder (the "Rules and Regulations")
and any such amendment has become effective under the Securities Act.
The Depositor proposes to file with the Commission pursuant to Rule
424(b)of the Rules and Regulations a prospectus supplement (the
"Prospectus Supplement") to the prospectus dated ___________, 200_,
relating to the Securities and the method of distribution thereof.
Copies of such registration statement, any amendment or supplement
thereto, including the Term Sheet dated __________ relating to the
Securities (the "Term Sheet") disseminated by the Underwriters, such
prospectus and the Prospectus Supplement have been delivered to you.
Such registration statement, including exhibits thereto and the Term
Sheet as incorporated by reference therein, and such prospectus, as
amended or supplemented to the date hereof, and as further supplemented
by the Prospectus Supplement, are hereinafter referred to as the
"Registration Statement" and the "Prospectus," respectively. The
conditions to the use of a registration statement on Form S-3 under the
Securities Act have been satisfied. The Depositor filed the Term Sheet
on Form 8-K with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), within two business days of
its dissemination by the Underwriters.
(b) The Registration Statement, at the time it became
effective, any post-effective amendment thereto, at the time it became
effective, and the Prospectus, as of the date of the Prospectus
Supplement, complied in all material respects with the applicable
requirements of the Securities Act and the Rules and Regulations and
the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), and the rules and regulations of the Commission thereunder and
did not include any untrue statement of a material fact and, in the
case of the Registration Statement and any post-effective amendment
thereto, did not omit to state any material fact required to be stated
therein or necessary to make the statements therein not
3
misleading and, in the case of the Prospectus, did not omit to state
any material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not
misleading; on the Closing Date (as hereinafter defined), the
Registration Statement and the Prospectus, as amended or
supplemented as of the Closing Date, will comply in all material
respects with the applicable requirements of the Securities Act and
the Rules and Regulations and the Trust Indenture Act and the rules
and regulations of the Commission thereunder and neither the
Prospectus nor any amendment or supplement thereto will include any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The
representation and warranty in the preceding sentence does not apply
to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification (Form T-1)
of the Indenture Trustee under the Trust Indenture Act or (ii) that
information contained in or omitted from the Registration Statement
or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with the Underwriters' Information
(as defined herein). The Indenture has been qualified under the
Trust Indenture Act.
(c) The Depositor has been duly organized and is validly
existing as a corporation in good standing under the laws of the
State of Delaware, with power and authority to own its properties
and to conduct its business as such properties are presently owned
and such business is presently conducted, and had at all relevant
times, and now has, power, authority and legal right to acquire, own
and sell the Contracts.
(d) The representations and warranties of the Depositor in
Section 3.01 of the Sale and Servicing Agreement will be true and
correct as of the Closing Date.
(e) The representations and warranties of the Seller in
Sections 3.01, 3.02, 3.03 and 3.04 of the Transfer and Sale
Agreement will be true and correct as of the Closing Date.
(f) The representations and warranties of the Servicer in
Section 3.02 of the Sale and Servicing Agreement will be true and
correct as of the Closing Date.
(g) The representations and warranties of the Performance
Guarantor in the Performance Guarantee will be true and correct as
of the Closing Date.
(h) Each of the Depositor, Premier Auto Finance and the
Performance Guarantor has the power and authority to execute and
deliver this Agreement and to carry out the terms of this Agreement
and the execution, delivery and performance by each of the
Depositor, Premier Auto Finance and the Performance Guarantor of
this Agreement have been duly authorized by each of the Depositor,
Premier Auto Finance and the Performance Guarantor by all necessary
corporate action.
(i) This Agreement has been duly executed and delivered by
the Depositor, Premier Auto Finance and the Performance Guarantor.
4
(j) When authenticated by the Owner Trustee in accordance
with the Trust Agreement and delivered and paid for pursuant to this
Agreement, the Certificates will be duly issued and entitled to the
benefits and security afforded by the Trust Agreement and the Sale
and Servicing Agreement.
(k) When authenticated by the Indenture Trustee in
accordance with the Indenture and delivered and paid for pursuant to
this Agreement, the Notes will be duly issued and constitute legal,
valid and binding obligations of the Issuer enforceable against the
Issuer in accordance with their terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, or
other similar laws affecting the enforcement of creditors' rights in
general and by general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law.
(l) The execution, delivery and performance of this
Agreement and the consummation by each of the Depositor, Premier
Auto Finance and the Performance Guarantor of the transactions
contemplated hereby shall not conflict with, result in any breach of
any of the terms and provisions of or constitute (with or without
notice or lapse of time) a default under, the certificate of
incorporation or by-laws of such party, or any indenture, agreement
or other instrument to which either such party is a party or by
which it is bound, or violate any law or, to either such party's
knowledge, any order, rule or regulation applicable to such party of
any court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction
over such party or any of its properties; and, except for the
registration of the Securities under the Securities Act, the
qualification of the Indenture under the Trust Indenture Act and
such consents, approvals, authorizations, registrations or
qualifications as may be required under the Exchange Act, and
applicable state securities laws in connection with the purchase and
distribution of the Securities by the Underwriters, no permit,
consent, approval of, or declaration to or filing with, any
governmental authority is required in connection with the execution,
delivery and performance of this Agreement or the consummation of
the transactions contemplated hereby.
(m) There are no proceedings or investigations pending or,
to the knowledge of any of the Depositor, Premier Auto Finance or
the Performance Guarantor, threatened before any court, regulatory
body, administrative agency or other tribunal or governmental
instrumentality having jurisdiction over such party or its
properties asserting the invalidity of this Agreement or any of the
Securities, seeking to prevent the issuance of any of the Securities
or the consummation of any of the transactions contemplated by this
Agreement, seeking any determination or ruling that, if determined
adversely to such party, is reasonably likely to materially and
adversely affect the performance by such party of its obligations
under, or the validity or enforceability of, the Securities or this
Agreement, or that may adversely affect the federal or state income,
excise, franchise or similar tax attributes of the Securities.
5
(n) There are no contracts or other documents which are
required to be described in the Prospectus or filed as exhibits to the
Registration Statement by the Securities Act or by the Rules and
Regulations and which have not been so described or filed.
(o) The Depositor is not in violation of its certificate of
incorporation or by-laws, is not in default and no event has occurred
which, with notice or lapse of time or both, would constitute such a
default, in the due performance or observance of any term, covenant or
condition contained in any indenture, agreement, mortgage, deed of
trust or other instrument to which the Depositor is a party or by which
the Depositor is bound or to which any of the Depositor's property or
assets is subject or (iii) is not in violation in any respect of any
law, order, rule or regulation applicable to the Depositor or any of
the Depositor's property of any court or of any federal or state
regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over it or any of its property.
(p) Neither the Issuer nor the Depositor is an "investment
company" or under the "control" of an "investment company" within the
meaning thereof as defined in the Investment Company Act of 1940, as
amended.
(q) None of the Seller, Premier Auto Finance, the Depositor or
anyone acting on its behalf has taken any action that would require
qualification of the Trust Agreement under the Trust Indenture Act.
2. PURCHASE BY THE UNDERWRITERS. On the basis of the
representations, warranties and agreements contained herein, and subject to the
terms and conditions set forth herein, the Depositor agrees to cause to be
issued by the Issuer and to sell to each of the Underwriters, severally and not
jointly, and each of the Underwriters, severally and not jointly, agrees to
purchase from the Depositor, the respective principal amount of Securities set
forth opposite the name of such Underwriter in Schedule 1 hereto at a purchase
price equal to with respect to the Class A-1 Notes, ____% of the principal
amount thereof, with respect to the Class A-2 Notes, ____% of the principal
amount thereof, (iii) with respect to the Class A-3 Notes, _____ % of the
principal amount thereof, (iv) with respect to the Class B Notes, ____ % of the
principal amount thereof and (v) with respect to the Certificates, ______% of
the principal amount thereof.
The Depositor shall not be obligated to deliver any of the
Securities except upon payment in full for all the Securities to be purchased as
provided herein.
3. DELIVERY OF AND PAYMENT FOR THE SECURITIES. Delivery of and
payment for the Securities shall be made at the office of Winston & ▇▇▇▇▇▇, or
at such other place as shall be agreed upon by [Name of the Representative], as
representative of the Underwriters (the "Representative") and the Depositor, at
9:00 A.M., Chicago time, on ________, 200_, or at such other date or time, not
later than five full business days thereafter, as shall be agreed upon by the
6
Representative and the Depositor (such date and time being referred to herein
as the "Closing Date"). On the Closing Date, the Depositor shall deliver or
cause to be delivered to the Representative for the account of each
Underwriter the Securities against payment to or upon the order of the
Depositor of the purchase price in immediately available funds. Time shall be
of the essence, and delivery at the time and place specified pursuant to this
Agreement is a further condition of the obligation of each Underwriter
hereunder. Upon delivery, each class of the Securities shall be represented
by one or more global certificates registered in the name of Cede & Co., as
nominee of The Depository Trust Company ("DTC"). The interest of the
beneficial owners of the Securities will be represented by book-entries on
the records of DTC and participating members thereof. Definitive certificates
representing the Securities will be available only under limited
circumstances.
4. FURTHER AGREEMENTS OF THE DEPOSITOR. The Depositor agrees
with each of the several Underwriters:
(a) To file the Prospectus Supplement with the Commission
pursuant to and in accordance with Rule 424(b) of the Rules and
Regulations within the time period prescribed by such rule and provide
evidence satisfactory to the Representative of such timely filing.
(b) During any period in which a prospectus relating to the
Securities is required to be delivered under the Securities Act: to
advise the Representative promptly of any proposal to amend the
Registration Statement or amend or supplement the Prospectus and not to
effect any such amendment or supplementation without the consent of the
Representative; to advise the Representative promptly of (i) the
effectiveness of any post-effective amendment to the Registration
Statement, (ii) any request by the Commission for any amendment of the
Registration Statement or the Prospectus or for any additional
information, (iii) the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
initiation or threatening of any proceedings for that purpose, (iv) the
issuance by the Commission of any order preventing or suspending the
use of any prospectus relating to the Securities or the initiation or
threatening of any proceedings for that purpose and (v) the receipt by
the Depositor of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and to
use best efforts to prevent the issuance of any such stop order or of
any order preventing or suspending the use of any prospectus relating
to the Securities or suspending any such qualification and, if any such
stop order or order of suspension is issued, to obtain the lifting
thereof at the earliest possible time.
(c) If, during any period in which a prospectus relating to
the Securities is required to be delivered under the Securities Act,
any event shall have occurred as a result of which the Prospectus, 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 when
such Prospectus is delivered to a purchaser, not misleading, or if for
any other reason it shall be necessary at such time to amend or
supplement the Prospectus in order to comply with the Securities Act,
to notify the Representative immediately thereof, and to promptly
prepare and file with the Commission,
7
subject to paragraph (b) of this Section 4, an amendment or a
supplement to the Prospectus such that the statements in the
Prospectus, as so amended or supplemented will not, in the light of
the circumstances when the Prospectus is delivered to a purchaser,
be misleading, or such that the Prospectus will comply with the
Securities Act.
(d) To furnish promptly to each of the Representative and
counsel for the Underwriters a signed copy of the Registration
Statement as originally filed with the Commission, and each amendment
thereto filed with the Commission, including all consents and exhibits
filed therewith; and during the period described in paragraph (c) of
this Section 4, to deliver promptly without charge to the
Representative such number of the following documents as the
Representative may from time to time reasonably request: conformed
copies of the Registration Statement as originally filed with the
Commission and each amendment thereto (in each case excluding exhibits
other than this Agreement and each of the Transaction Documents) and
any preliminary prospectus supplement, the Term Sheet, the Prospectus
and any amendment or supplement thereto.
(e) During any period in which a prospectus relating to the
Securities is required to be delivered under the Securities Act, to
file promptly with the Commission any amendment to the Registration
Statement or the Prospectus or any supplement to the Prospectus that
may, in the judgment of the Depositor or the Representative, be
required by the Securities Act or requested by the Commission.
(f) For so long as any of the Securities are outstanding or
until such time as the Underwriters shall cease to maintain a secondary
market in the Securities, to furnish to the Underwriters (i) copies of
all materials furnished by the Issuer to the Security holders and all
reports and financial statements furnished by the Issuer to the
Commission pursuant to the Exchange Act or any rule or regulation of
the Commission thereunder and (ii) from time to time, such other
information concerning the Depositor and the Issuer as the
Representative may reasonably request.
(g) Promptly from time to time to take such action as the
Representative may reasonably request to qualify the Securities for
offering and sale under the securities laws of such jurisdictions as
the Representative may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the
distribution of the Securities; PROVIDED that in connection therewith
the Depositor shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any jurisdiction.
(h) For a period of __ days from the date of the Prospectus,
to not offer for sale, sell, contract to sell or otherwise dispose of,
directly or indirectly, or file a registration statement for, or
announce any offering of, any securities collateralized by, or
evidencing an ownership interest in, a pool of retail installment sale
contracts for new and used cars and light duty trucks without the prior
written consent of the Representative.
8
(i) For a period from the date of this Agreement until the
retirement of the Securities, to deliver to you the annual statement of
compliance and the annual independent certified public accountants'
report furnished to the Owner Trustee and the Indenture Trustee,
pursuant to the Sale and Servicing Agreement, as soon as such
statements and reports are furnished to the Owner Trustee and the
Indenture Trustee, respectively.
(j) To the extent, if any, that the ratings provided with
respect to the Securities by the Standard & Poor's Ratings Services
("S&P") and ▇▇▇▇▇'▇ Investors Service Inc. ("Moody's") are conditional
upon the furnishing of documents or the taking of any other actions by
Premier Auto Finance or the Depositor, to furnish such documents and
take any such other actions.
5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The respective
obligations of the several Underwriters hereunder are subject to the accuracy,
when made and on the Closing Date, of the representations and warranties of
Premier Auto Finance, the Performance Guarantor and the Depositor contained
herein, to the accuracy of the statements of Premier Auto Finance, the
Performance Guarantor, the Depositor and the Seller made in any certificates
pursuant to the provisions hereof, to the performance by the Depositor of its
obligations hereunder, and to each of the following additional terms and
conditions:
(a) Prior to the Closing Date, no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall
have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and any request of the
Commission for inclusion of additional information in the Registration
Statement or the Prospectus or otherwise shall have been complied with
to the reasonable satisfaction of the Representative; and the Depositor
shall have filed the Prospectus Supplement with the Commission pursuant
to Rule 424(b) of the Rules and Regulations within the time period
prescribed by such rule.
(b) All corporate proceedings and other legal matters incident
to the authorization, form and validity of this Agreement, the
Securities, each of the Transaction Documents, the Registration
Statement and the Prospectus, and all other legal matters relating to
such agreements and the transactions contemplated hereby and thereby
shall be satisfactory in all material respects to counsel for the
Underwriters, and the Depositor shall have furnished to such counsel
all documents and information that they may reasonably request to
enable them to pass upon such matters.
(c) The Transfer and Sale Agreement shall have been duly
executed and delivered by the Seller and the Depositor.
(d) The Trust Agreement shall have been duly executed and
delivered by the Depositor and the Owner Trustee and the Certificates
shall have been duly executed and delivered by the Owner Trustee on
behalf of the Issuer and duly authenticated by the Owner Trustee.
9
(e) The Sale and Servicing Agreement shall have been duly
executed and delivered by the Servicer, the Depositor, the Issuer and
the Indenture Trustee.
(f) The Indenture shall have been duly executed and delivered
by the Issuer and the Indenture Trustee and the Notes shall have been
duly executed and delivered by the Issuer and duly authenticated by the
Indenture Trustee.
(g)ab The Performance Guarantee shall have been duly executed
and delivered by the Performance Guarantor.
(h) The Representative 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 Transaction Documents have been filed.
(i) ____________, counsel to the Seller, shall have furnished
to the Representative their written opinion, as counsel to the Seller,
addressed to the Underwriters and dated the Closing Date, regarding the
due organization of the Seller, the due authorization, execution and
delivery by the Seller of the Transfer and Sale Agreement, no conflicts
or violations of organizational documents, contracts or law and other
related matters, in form and substance reasonably satisfactory to the
Representative and its counsel.
(j) ____________, counsel to the Performance Guarantor, shall
have furnished to the Representative their written opinion, as counsel
to the Performance Guarantor, addressed to the Underwriters and dated
the Closing Date, regarding the due organization of the Performance
Guarantor, the due authorization, execution and delivery by the
Performance Guarantor of this Agreement and the Performance Guarantee,
no conflicts or violations of organizational documents, contracts or
law and other related matters, in form and substance reasonably
satisfactory to the Representative and its counsel.
(k) ____________, counsel to Premier Auto Finance, shall have
furnished to the Representative their written opinion, as counsel to
Premier Auto Finance, addressed to the Underwriters and dated the
Closing Date, regarding the due incorporation of Premier Auto Finance,
the due authorization, execution and delivery by Premier Auto Finance
of the Transaction Documents to which it is a party, no conflicts or
violations of charter, contracts or law and other related matters, in
form and substance reasonably satisfactory to the Representative and
its counsel.
(l) ____________, counsel to the Depositor, shall have
furnished to the Representative their written opinion, as counsel to
the Depositor, addressed to the Underwriters and dated the Closing
Date, regarding the due incorporation of the Depositor, the due
authorization, execution and delivery by the Depositor of the
Transaction Documents to which it is a party, no conflicts or
violations of charter, contracts or law and other related matters, in
form and substance reasonably satisfactory to the Representative and
its counsel.
10
(m) ____________, special counsel to the Issuer, shall have
furnished to the Representative their written opinion, as counsel to
the Issuer, addressed to the Underwriters and dated the Closing Date,
regarding (i) the due organization of the Issuer, (ii) other general
Delaware law matters with respect to the Issuer, including, without
limitation, the due authorization, execution and delivery of the
Transaction Documents by the Issuer, and (iii) the perfection and
priority of the security interests created by the Indenture, in each
case, in form and substance reasonably satisfactory to the
Representative and its counsel.
(n) Winston & ▇▇▇▇▇▇ shall have furnished to the
Representative their written opinion, addressed to the Underwriters and
dated the Closing Date, regarding (i) the enforceability of the
Transaction Documents, (ii) the validity of the security interests
created thereby, (iii) the perfection and priority of the security
interests created by the Transfer and Sale Agreement and the Sale and
Servicing Agreement, (iv) no violations of law, (v) compliance with
applicable securities laws, (vi) exemption of the Seller, the Servicer,
the Depositor and the Issuer from registration as an investment company
under the Investment Company Act of 1940 (v) the conformity in all
material respects of each of the Transaction Documents to the
description thereof contained in the Registration Statement and the
Prospectus and (vi) negative assurances concerning the Prospectus, in
each case in form and substance reasonably satisfactory to the
Representative and its counsel.
(o) Winston & ▇▇▇▇▇▇ shall have furnished to the
Representative their written opinion, addressed to the Underwriters and
dated the Closing Date, regarding the characterization of the transfer
of the Contracts by the Seller to the Depositor pursuant to the
Transfer and Sale Agreement as a "true sale", in form and substance
reasonably satisfactory to the Representative and its counsel.
(p) Winston & ▇▇▇▇▇▇ shall have furnished to the
Representative their written opinion, addressed to the Underwriters and
dated the Closing Date, regarding the substantive nonconsolidation of
the assets and liabilities of the Seller or the Servicer with those of
the Depositor, in form and substance reasonably satisfactory to the
Representative and it counsel.
(q) Winston & ▇▇▇▇▇▇ shall have furnished to the
Representative their written opinion, addressed to the Underwriters and
dated the Closing Date, to the effect that (i) the Issuer will not be
an association (or a publicly traded partnership) taxable as a
corporation for federal income tax purposes, (ii) the Notes will be
characterized as indebtedness for federal income tax purposes and (iii)
the statements set forth in the Prospectus under the heading "Material
Federal Income Tax Consequences", to the extent that they are
statements of law are true and correct in all material respects, in
form and substance reasonably satisfactory to the Representative and
its counsel.
(r) The Representative shall have received from ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, with respect to such matters as the
Representative may require, and the Depositor shall have furnished to
such counsel such documents as they reasonably request for enabling
them to pass upon such matters.
11
(s) ____________, counsel to the Owner Trustee, shall have
furnished to the Representative their written opinion, as counsel to
the Owner Trustee, addressed to the Underwriters and dated the Closing
Date, regarding the due organization of the Owner Trustee, the due
authorization, execution and delivery by the Owner Trustee of the Trust
Agreement, no conflicts or violations of organizational documents,
contracts or law and other related matters, in form and substance
reasonably satisfactory to the Representative and its counsel.
(t) ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Indenture
Trustee, shall have furnished to the Representative their written
opinion, as counsel to the Indenture Trustee, addressed to the
Underwriters and dated the Closing Date, regarding the due organization
of the Indenture Trustee, the due authorization, execution and delivery
by the Indenture Trustee of the Transaction Documents to which it is a
party, no conflicts or violations of organizational documents,
contracts or law and other related matters, in form and substance
reasonably satisfactory to the Representative and its counsel.
(u) The Representative shall have received a letter dated the
date hereof (the "Procedures Letter") from a firm of independent
nationally recognized certified public accountants acceptable to the
Representative verifying the accuracy of such financial and statistical
data contained in the Prospectus as the Representative shall deem
advisable. In addition, if any amendment or supplement to the
Prospectus made after the date hereof contains financial or statistical
data, the Representative shall have received a letter dated the Closing
Date confirming the Procedures Letter and providing additional comfort
on such new data.
(v) The Representative shall have received a certificate,
dated the Closing Date, of any two of the Chairman of the Board, the
President, any Vice President and the chief financial officer of the
Seller stating that the representations and warranties of the Seller
contained in the Transfer and Sale Agreement are true and correct on
and as of the Closing Date, (B) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied thereunder at or prior to the Closing Date and (C) since
__________, there has been no material adverse change in the financial
position or results of operations of the Seller or any change, or any
development including a prospective change, in or affecting the
condition (financial or otherwise), results of operations, business or
prospects of the Seller except as set forth in or contemplated by the
Registration Statement and the Prospectus.
(w) The Representative shall have received a certificate,
dated the Closing Date, of any two of the Chairman of the Board, the
President, any Vice President and the chief financial officer of the
Performance Guarantor stating that the representations and warranties
of the Performance Guarantor contained in this Agreement and the
Performance Guarantee are true and correct on and as of the Closing
Date, (B) the Performance Guarantor has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied
hereunder and under the Performance Guarantor at or prior to the
Closing Date and
12
(C) since __________, there has been no material adverse change in
the financial position or results of operations of the Performance
Guarantor or any change, or any development including a prospective
change, in or affecting the condition (financial or otherwise),
results of operations, business or prospects of the Performance
Guarantor except as set forth in or contemplated by the Registration
Statement and the Prospectus.
(x) The Representative shall have received a certificate,
dated the Closing Date, of any two of the Chairman of the Board, the
President, any Vice President and the chief financial officer of
Premier Auto Finance stating that the representations and warranties of
Premier Auto Finance contained in this Agreement and the Transaction
Documents to which it is a party are true and correct on and as of the
Closing Date, (B) Premier Auto Finance has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied
hereunder and under such agreements at or prior to the Closing Date and
(C) since __________, there has been no material adverse change in the
financial position or results of operations of Premier Auto Finance or
any change, or any development including a prospective change, in or
affecting the condition (financial or otherwise), results of
operations, business or prospects of Premier Auto Finance except as set
forth in or contemplated by the Registration Statement and the
Prospectus.
(y) The Representative shall have received a certificates,
dated the Closing Date, of any two of the Chairman of the Board, the
President, any Vice President and the chief financial officer of the
Depositor stating that the representations and warranties of the
Depositor contained in this Agreement and the Transaction Documents to
which it is a party are true and correct on and as of the Closing Date,
(B) the Depositor has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder and under
such agreements at or prior to the Closing Date, (C) no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or, to
the best of his or her knowledge, are contemplated by the Commission,
and (D) since __________, there has been no material adverse change in
the financial position or results of operations of the Depositor or the
Issuer or any change, or any development including a prospective
change, in or affecting the condition (financial or otherwise), results
of operations, business or prospects of the Depositor or the Issuer
except as set forth in or contemplated by the Registration Statement
and the Prospectus.
(z) The Representative shall have received a letter from S&P
stating that the Notes have received a rating of "___" from S&P and a
letter from ▇▇▇▇▇'▇ stating that the Notes have received a rating of
"___" from ▇▇▇▇▇'▇.
(aa) The Representative shall have received a letter from S&P
stating that the Certificates have received a rating of "___" from S&P
and a letter from ▇▇▇▇▇'▇ stating that the Certificates have received a
rating of "___" from ▇▇▇▇▇'▇.
(ab) Subsequent to the execution and delivery of this
Agreement there shall not have occurred any of the following: trading
in securities generally on the New York Stock
13
Exchange, the American Stock Exchange or the over-the-counter market
shall have been suspended or limited, or minimum prices shall have
been established on either of such exchanges or such market by the
Commission, by such exchange or by any other regulatory body or
governmental authority having jurisdiction, or trading in securities
of Aon Corporation on any exchange or in the over-the-counter market
shall have been suspended or a general moratorium on commercial
banking activities shall have been declared by Federal or New York
State authorities or an outbreak or escalation of hostilities or a
declaration by the United States of a national emergency or war or
such a material adverse change in general economic, political or
financial conditions (or the effect of international conditions on
the financial markets in the United States shall be such) as to make
it, in the judgment of a majority in interest of the several
Underwriters, impracticable or inadvisable to proceed with the
public offering or the delivery of the Securities on the terms and
in the manner contemplated in the Prospectus.
All opinions, letters, evidence and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Underwriters.
6. TERMINATION. The obligations of the Underwriters hereunder
may be terminated by the Representative, in its absolute discretion, by notice
given to and received by the Depositor prior to delivery of and payment for the
Securities if, prior to that time, any of the events described in Section 5(bb)
shall have occurred or any of the conditions described in Section 5(v), 5(w),
5(x) or 5(y) shall not be satisfied.
7. DEFAULTING UNDERWRITERS. If, any one or more of the
Underwriters shall fail to purchase and pay for any of the Securities agreed to
be purchased by such Underwriter hereunder on the Closing Date, and such failure
constitutes a default in the performance of its or their obligations under this
Agreement, the Representative may make arrangements for the purchase of such
Securities by other persons satisfactory to the Depositor and the
Representative, including any of the Underwriters, but if no such arrangements
are made by the Closing Date, then each remaining non-defaulting Underwriter
shall be severally obligated to purchase the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase on the Closing Date in
the respective proportions which the principal amount of Securities set forth
opposite the name of each remaining non-defaulting Underwriter in Schedule 1
hereto bears to the aggregate principal amount of Securities set forth opposite
the names of all the remaining non-defaulting Underwriters in Schedule 1 hereto;
PROVIDED, HOWEVER, that the remaining non-defaulting Underwriters shall not be
obligated to purchase any of the Securities on the Closing Date if the aggregate
principal amount of Securities which the defaulting Underwriter or Underwriters
agreed but
14
failed to purchase on such date exceeds one-eleventh of the aggregate
principal amount of the Securities to be purchased on the Closing Date, and any
remaining non-defaulting Underwriter shall not be obligated to purchase in total
more than 110% of the principal amount of the Securities which it agreed to
purchase on the Closing Date pursuant to the terms of Section . If the foregoing
maximums are exceeded and the remaining Underwriters or other underwriters
satisfactory to the Representative and the Depositor do not elect to purchase
the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase, this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter or the Depositor, except that the Depositor
will continue to be liable for the payment of expenses to the extent set forth
in Sections 8 and 12 and except that the provisions of Sections 9 and 10 shall
not terminate and shall remain in effect. As used in this Agreement, the term
"Underwriter" includes, for all purposes of this Agreement unless the context
otherwise requires, any party not listed in Schedule 1 hereto who, pursuant to
this Section , purchases Securities which a defaulting Underwriter agreed but
failed to purchase.
(b) Nothing contained herein shall relieve a defaulting
Underwriter of any liability it may have for damages caused by its default. If
other underwriters are obligated or agree to purchase the Securities of a
defaulting Underwriter, either the Representative or the Depositor may postpone
the Closing Date for up to seven full business days in order to effect any
changes that in the opinion of counsel for the Depositor or counsel for the
Underwriters may be necessary in the Registration Statement, the Prospectus or
in any other document or arrangement, and the Depositor agrees to file promptly
any amendment or supplement to the Registration Statement or the Prospectus that
effects any such changes.
8. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If notice shall
have been given pursuant to Section terminating the obligations of the
Underwriters hereunder, the Depositor shall fail to tender the Securities for
delivery to the Underwriters for any reason permitted under this Agreement or
the Underwriters shall decline to purchase the Securities for any reason
permitted under this Agreement, Premier Auto Finance shall reimburse the
Underwriters for the fees and expenses of their counsel and for such other
out-of-pocket expenses as shall have been reasonably incurred by them in
connection with this Agreement and the proposed purchase of the Securities, and
upon demand Premier Auto Finance shall pay the full amount thereof to the
Representative. If this Agreement is terminated pursuant to Section by reason of
the default of one or more Underwriters, Premier Auto Finance shall not be
obligated to reimburse any defaulting Underwriter on account of those expenses.
9. INDEMNIFICATION. Premier Auto Finance, the Performance
Guarantor and the Depositor shall, jointly and severally, indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Securities Act (collectively referred to
for the purposes of this Section 9 and Section 10 as the Underwriter) against
any loss, claim, damage or liability, joint or several, to which that
Underwriter may become subject, under the Securities Act or otherwise, insofar
as such loss, claim, damage or liability (or any action in respect thereof)
arises out of or is based upon any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus supplement, the
Registration Statement or the Prospectus or in any amendment or supplement
thereto or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they are made, not misleading, and shall
reimburse each Underwriter for any legal or other expenses reasonably incurred
by that Underwriter directly in connection with investigating or preparing to
defend or defending against or appearing as a third party witness in connection
with any such loss, claim, damage or liability (or any action in respect
thereof) as such expenses are incurred; PROVIDED, HOWEVER, that none of Premier
Auto Finance, the
15
Performance Guarantor or the Depositor shall be liable in any such case to
the extent that any such loss, claim, damage or liability (or any action in
respect thereof) arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any
preliminary prospectus supplement, the Registration Statement or the
Prospectus or any such amendment or supplement in reliance upon and in
conformity with the Underwriters' Information.
(b) Each Underwriter, severally and not jointly, shall
indemnify and hold harmless the Depositor, each of its directors, each
officer of the Depositor who signed the Registration Statement and each
person, if any, who controls the Depositor within the meaning of Section 15
of the Securities Act (collectively referred to for the purposes of this
Section 9 and Section 10 as the Depositor), against any loss, claim, damage
or liability, joint or several, to which the Depositor may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage or
liability (or any action in respect thereof) arises out of or is based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus supplement, the Registration
Statement or the Prospectus or in any amendment or supplement thereto or (ii)
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in light of
the circumstances under which they are made, not misleading, but in each case
only to the extent that the untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
the written information furnished to the Depositor by or on behalf of such
Underwriter specifically for use therein, and shall reimburse the Depositor
for any legal or other expenses reasonably incurred by the Depositor in
connection with investigating or preparing to defend or defending against or
appearing as third party witness in connection with any such loss, claim,
damage or liability (or any action in respect thereof) as such expenses are
incurred. The parties acknowledge and agree that the written information
furnished to the Depositor through the Representative by or on behalf of the
Underwriters (the "Underwriters' Information") consists solely of the
paragraph below the footnotes on the cover page of the Prospectus Supplement
concerning the terms of the offering and the second paragraph of text and the
following table under the caption "Underwriting" in the Prospectus Supplement.
(c) Promptly after receipt by an indemnified party under
this Section 9 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under this Section 9, notify the indemnifying party in
writing of the claim or the commencement of that action; PROVIDED, HOWEVER,
that the failure to notify the indemnifying party shall not relieve it from
any liability which it may have under this Section 9 except to the extent it
has been materially prejudiced (through the forfeiture of substantive rights
or defenses) by such failure; and, PROVIDED, FURTHER, that the failure to
notify the indemnifying party shall not relieve it from any liability which
it may have to an indemnified party otherwise than under this Section 9. If
any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it wishes, jointly
with any other similarly notified indemnifying party, to assume the defense
thereof with counsel reasonably satisfactory to the indemnified party. After
notice from the indemnifying party to the indemnified party of its election
to assume the defense of such claim or action, the indemnifying party shall
not be liable to the indemnified party under this
16
Section 9 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than
reasonable costs of investigation; PROVIDED, HOWEVER, an indemnified party
shall have the right to employ its own counsel in any such action, but the
fees, expenses and other charges of such counsel for the indemnified party
will be at the expense of such indemnified party unless (1) the employment of
counsel by the indemnified party has been authorized in writing by the
indemnifying party, (2) the indemnified party has reasonably concluded (based
upon advice of counsel to the indemnified party) that there may be legal
defenses available to it or other indemnified parties that are different from
or in addition to those available to the indemnifying party, (3) a conflict
or potential conflict exists (based upon advice of counsel to the indemnified
party) between the indemnified party and the indemnifying party (in which
case the indemnifying party will not have the right to direct the defense of
such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel reasonably satisfactory to the indemnified
party to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which cases
the reasonable fees, disbursements and other charges of counsel will be at
the expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable
fees, disbursements and other charges of more than one separate firm of
attorneys (in addition to any local counsel) at any one time for all such
indemnified party or parties. Each indemnified party, as a condition of the
indemnity agreements contained in Sections 9(a) and 9(b), shall use all
reasonable efforts to cooperate with the indemnifying party in the defense of
any such action or claim. No indemnifying party shall be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment of the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of
the indemnified party (which consent shall not be unreasonably withheld),
effect any settlement of any pending or threatened proceeding 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 claims that are the subject matter of such proceedings.
The obligations of Premier Auto Finance, the Performance
Guarantor, the Depositor and the Underwriters in this Section 9 and in
Section 10 are in addition to any other liability which Premier Auto Finance,
the Performance Guarantor, the Depositor or the Underwriters, as the case may
be, may otherwise have.
10. CONTRIBUTION. If the indemnification provided for in
Section 9 is unavailable or insufficient to hold harmless an indemnified
party under Section 9(a) or (b), then each indemnifying party shall, in lieu
of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such loss, claim, damage or
liability in such proportion as shall be appropriate to reflect the relative
benefits received by the Seller and the Depositor on the one hand and the
Underwriters on the other from the offering of the Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law,
in such
17
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of Premier Auto
Finance, the Seller and the Depositor on the one hand and the Underwriters on
the other with respect to the statements or omissions which resulted in such
loss, claim, damage or liability, as well as any other relevant equitable
considerations. The relative benefits received by the Seller and the
Depositor on the one hand and the Underwriters on the other with respect to
such offering shall be deemed to be in the same proportion as the total net
proceeds from the offering of the Securities purchased under this Agreement
(before deducting expenses) received by the Depositor bear to the total
underwriting discounts and commissions received by the Underwriters with
respect to the Securities purchased under this Agreement, in each case as set
forth in the table on the cover page of the Prospectus Supplement. 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
supp(i)ablied by Premier Auto Finance, the Seller or the Depositor on the one
hand or the Underwriters on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission.
Premier Auto Finance, the Performance Guarantor, the
Depositor and the Underwriters agree that it would not be just and equitable
if contributions pursuant to this Section 10 were to be determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage or
liability referred to above in this Section 10 shall be deemed to include,
subject to the limitations on the fees and expenses of separate counsel set
forth in Section 9, for purposes of this Section 10, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such claim or any action in respect thereof.
Notwithstanding the provisions of this Section 10, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the
public were offered to the public less the amount of any damages which such
Underwriter has otherwise paid or become liable to pay by reason of any
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. The Underwriters'
obligations to indemnify as provided in Section 9 and contribute as provided
in this Section 10 are several in proportion to their respective underwriting
obligations and not joint.
11. PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This
Agreement shall inure to the benefit of and be binding upon the Underwriters,
Premier Auto Finance, the Performance Guarantor, the Depositor, and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Underwriters, Premier Auto Finance, the Performance Guarantor and
the Depositor and their respective successors and the controlling persons and
officers and directors referred to in Sections 9 and 10 and their heirs and
legal representatives, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision contained herein.
18
12. EXPENSES. The Depositor agrees with the Underwriters to
pay the costs incident to the authorization, issuance, sale, preparation and
delivery of the Securities and any taxes payable in that connection; the
costs incident to the preparation, printing and filing under the Securities
Act of the Registration Statement and any amendments and exhibits thereto;
the costs of distributing the Registration Statement as originally filed and
each amendment thereto and any post-effective amendments thereof (including,
in each case, exhibits), any preliminary prospectus supplement, the
Prospectus and any amendment or supplement to the Prospectus, including,
without limitation, the Prospectus Supplement, all as provided in this
Agreement; the costs of printing, reproducing and distributing this Agreement
and any other underwriting and selling group documents by mail, telex or
other means of communications; the fees and expenses of qualifying the
Securities under the securities laws of the several jurisdictions as provided
in Section and of preparing, printing and distributing Blue Sky Memoranda and
Legal Investment Surveys (including related fees and expenses of counsel to
the Underwriters); any fees charged by S&P and ▇▇▇▇▇'▇ for rating the
Securities; all fees and expenses of the Owner Trustee and the Indenture
Trustee and their respective counsel; and all other costs and expenses
incident to the performance of the obligations of the Depositor under this
Agreement; PROVIDED that, except as otherwise provided in this Section 12 and
in Section 8, the Underwriters shall pay their own costs and expenses,
including the costs and expenses of their counsel, any transfer taxes on the
Securities which they may sell and the expenses of advertising any offering
of the Securities made by the Underwriters.
13. SURVIVAL. The respective indemnities, rights of
contribution, representations, warranties and agreements of Premier Auto
Finance, the Performance Guarantor, the Depositor and the Underwriters
contained in this Agreement or made by or on behalf on them, respectively,
pursuant to this Agreement, shall survive the delivery of and payment for the
Securities and shall remain in full force and effect, regardless of any (i)
termination or cancellation of this Agreement, (ii) any investigation made by
or on behalf of any of them or any person controlling any of them or (iii)
acceptance of and payment for the Securities.
14. NOTICES, ETC. All statements, requests, notices and
agreements hereunder shall be in writing, and:
(a) if to the Underwriters, shall be delivered or sent by mail
or facsimile transmission and confirmed to _______________,
_______________ Attention: _____________, with a copy to the Legal
Department;
(b) if to the Depositor, shall be delivered or sent by mail or
facsimile transmission and confirmed to the address of the Depositor
set forth in the Registration Statement, Attention: General Counsel,
with a copy to Premier Auto Finance at the address set forth in the
Registration Statement, Attention: General Counsel;
PROVIDED, HOWEVER, that any notice to an Underwriter pursuant to Section 9(c)
shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its acceptance telex to the
Representative, which address will be supplied to any other party hereto by
19
the Representative upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof. The Depositor
shall be entitled to act and rely upon any request, consent, notice or
agreement given or made on behalf of the Underwriters by the Representative.
15. DEFINITIONS OF CERTAIN TERMS. For purposes of this
Agreement, "business day" means any day on which the New York Stock Exchange,
Inc. is open for trading.
16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
17. 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 instrument.
18. HEADINGS. The headings herein are inserted for
convenience of reference only and are not intended to be part of, or to
affect the meaning or interpretation of, this Agreement.
20
If the foregoing is in accordance with your understanding
of the agreement between Premier Auto Finance, the Performance Guarantor and
the Depositor and the several Underwriters, kindly indicate your acceptance
in the space provided for that purpose below.
Very truly yours,
DEALER AUTO RECEIVABLES CORPORATION
By
----------------------------------
Name:
Title:
PREMIER AUTO FINANCE INC.
By
----------------------------------
Name:
Title:
VIRGINIA SURETY COMPANY, INC.
By
----------------------------------
Name:
Title:
Accepted:
[NAME OF REPRESENTATIVE]
For Itself and as Representative
of the Several Underwriters
By
----------------------------------
AUTHORIZED SIGNATORY
SCHEDULE 1
Principal Principal Principal Principal
Amount of Amount of Amount of Amount of
Class A-1 Class A-2 Class A-3 Class B
Underwriters Notes Notes Notes Notes
------------ --------- --------- ---------- ---------
$ $ $ $
Principal Amount
Underwriters of Certificates
------------ ----------------
$