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, and
DTG recognizes that the mix could change and that any such changes
to the mix shall be changes determined
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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.
necessary by Chrysler to accommodate
changes to the Vehicle production plans. Chrysler will work with
DTG in good faith to attempt to resolve any DTG concerns related to
changes to the mix.
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c.
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Acquisition Plan – On or
before July 1 of each Program Year, DTG shall prepare and submit to
Chrysler a plan for acquisitions by DTG of Vehicles for the
following Program Year. The Acquisition Plan which must be agreed
to by Chrysler shall specify total volume by model.
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d.
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Each month DTG shall submit an
updated plan with firm acquisitions of Vehicles by month for the
following 90 days, and estimate acquisitions for the remainder of
the Program Year.
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e.
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Chrysler understands that the
agreement to purchase the Minimum Program Year Volume is
conditioned upon the ability of DTG to obtain satisfactory
financing for such Vehicles on reasonable terms acceptable to DTG
in its sole discretion. Chrysler will have no obligation to provide
incremental incentives or discounts in the event that DTG does not
meet DTG Volume commitments including Minimum Program Year
Volume.
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4.
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Confidentiality. The terms of this Agreement are confidential and
the Parties must maintain the confidentiality of such information
by limiting its use to fulfilling their respective obligations
under this Agreement and by not otherwise disclosing such
information to any third party, except that the Parties may
disclose the terms and conditions of this Agreement (a) as
necessary to their respective financial and legal advisors, (b) to
the extent that those terms and conditions must be furnished to a
governmental authority, and (c
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