A CERTAIN PORTION OF THIS EXHIBIT, WHICH IS
INDICATED BY “***” HAS BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
Exhibit
10.227
VEHICLE SUPPLY
AGREEMENT
This Vehicle Supply Agreement ("
Agreement ") is made this 4 th day of August,
2009 between Chrysler Group LLC (" Chrysler ") and Dollar
Thrifty Automotive Group, Inc., for itself and on behalf of its
subsidiaries (“ DTG ”). Chrysler and DTG shall
be collectively referred to as the "Parties".
The purpose of this Agreement is to
set forth the terms and conditions under which Chrysler will offer
model year 2010 and later vehicles distributed by it to DTG for use
in its car rental businesses at various locations in the United
States. Chrysler and DTG agree as follows:
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1.
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Term of
Agreement. This
Agreement shall be for an initial three-year Program Year term
beginning with Program Year 2010 (August 1, 2009) and ending at the
end of Program Year 2012 (July 31, 2012). At the end of this
Agreement, the Parties will enter into good faith negotiations
regarding renewal.
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a.
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Program Year
means Chrysler’s annual period
for selling Vehicles to daily car rental companies which for this
Agreement is defined as starting on August 1 st. and
ending on July 31 st .
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b.
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Program Letter
means the written document signed
by the Parties reflecting the specific arrangements agreed upon by
DTG and Chrysler to meet the specific needs of the Parties for each
Program Year. The Program Letter will be subject to the terms and
conditions of this Agreement.
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c.
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Vehicles mean motor vehicles distributed by Chrysler in
the United States including vehicles under the brand names of
Chrysler, Dodge, and Jeep.
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d.
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Minimum Program Year
Volume means the
threshold number of Vehicles DTG agrees to purchase and Chrysler
agrees to make available for each Program Year. Subject to capacity
constraints and scheduling priorities, there is no maximum amount
of Vehicles under this Agreement.
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a.
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Prior to the commencement of each
Program Year, Chrysler agrees to make available to DTG, and DTG
agrees to acquire, a Minimum Program Year Volume of *** Vehicles.
Following completion of the Program Year negotiations, all terms
and conditions as well as the final Volume agreed upon will be
reflected in the Program Letter for the applicable Program Year.
DTG commits that provided the pricing, volume, and general delivery
terms offered by Chrysler are competitive with similar programs
available from all domestic and foreign vehicle manufactures to
bona fide daily rental businesses in the United States, DTG will
acquire the Minimum Program Year Volume.
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b.
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Chrysler will provide to DTG, as
soon as practicable prior to the commencement of each Program Year,
but no later than June 1 of each year, the Vehicle program being
offered to DTG for the upcoming Program Year, including the price,
projected mix, and delivery forecast for the Volume available.
Final Program Year volume mix shall be mutually agreed upon by both
Chrysler and DTG and will be set forth in the Program Letter.
Chrysler will use reasonable efforts to achieve the agreed mix,
a
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