exhibit10228.htm


    
       

      
        
          
            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.

            

            1 of 4

          

        

         

      

      Exhibit
10.228

       

    

    November
20, 2009

    


    Mr. Jeff
Cerefice

    DTG
Operations, Inc.(“DTG”)

    5330 E.
31st
Street

    Tulsa,
OK  74135

     

    Dear Mr.
Cerefice

     

    This
letter will confirm the agreement (“Agreement”) reached between DTG Operations,
Inc. (“DTG”) and General Motors LLC (“GM”) regarding DTG’s purchase or lease of
2010 model GM vehicles.  The details of this Agreement are as
follows:

    


    
      	
              1.

            	
              DTG
      will purchase or lease from GM dealers of their choice a minimum quantity
      of 2010 model GM vehicles under the terms and conditions of GM’s 2010
      Model Year National Fleet Risk Purchase Program (refer Attachment
      5).  The agreed mix of units is detailed in Attachment
      6.

            


    

     

    
      	
              2.

            	
              In
      exchange for this Agreement to purchase the number of units and in a mix
      satisfactory to GM, as described in Attachment 6, GM and DTG agree to the
      following:

            


    

    


    
      	
               
      

            	
              a.

            	
              GM
      will provide a per unit base incentive to DTG which is detailed in
      Attachment 6 and outlined  under the terms and conditions of
      GM’s 2010 Model Year National Fleet Risk Purchase
      Program.  These incentives are in lieu of other retail and fleet
      incentives. Payment of these amounts will be made upon submission of such
      vehicles in accordance with Paragraph
5.

            


    

    


    
      	
               
      

            	
              b.

            	
              Vehicles
      purchased under the 2010 Model Year National Fleet Risk Purchase Program
      by DTG must be ordered with VX7 and C1W under GM FAN
      804887.  This will not be eligible for retail sale
      incentives.

            


    

    


    
      	
               
      

            	
              c.

            	
              All
      other terms and conditions of GM’s published 2010 Model Year National
      Fleet Risk Purchase Program remain
unchanged.

            


    

    


    
      	
              3.

            	
              GM
      agrees to offer DTG a 2010 Model Year volume bonus payment of $*** per
      unit for all 2010 Model Year units listed in Attachment 6.  A
      minimum of *** 2010 Model Year units must be entered into VOMS no later
      than April 17, 2010.  This bonus is payable in *** per the terms
      set forth in Paragraph 5 with the exception of a monthly RIMS
      transmission.

               

              
                The
      model year bonus payment does not apply to the *** units purchased by DTG
      under the 2010 Model Year *** Spot Buy outlined in Paragraph
      4.  Any volume purchased under the Spot Buy Program will not
      count towards minimum volume requirement for obtaining the model year
      bonus.

              

            


    

     

    
      
        
        

      

      
        
        

         


      

      
        
          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.

          

          2 of
4

        

      

       

    

    
      	
              4.

            	
               GM
      will offer DTG *** 2010 Model Year *** under the Spot Buy Program. The
      Spot Buy Program will follow the terms and conditions of the 2010 Model
      Year National Fleet Risk Purchase Program (refer Attachment
      5).   GM will pay DTG a Spot Buy Bonus per unit in addition
      to the base incentives as outlined in Attachment 6.  DTG will
      receive payment for base incentives in accordance with paragraph
      5.  ***

            


    

     

    
      	
              5.

            	
              GM
      will pay to DTG the per unit incentive described in Attachment 6 on the
      fourth Thursday of the month following delivery of the unit provided GM is
      in receipt of an electronic media transmission to GM’s Remarketing
      Information System (RIMS) for that unit by the second Friday of the
      month.  An electronic media transmission received after the
      second Friday of the month will be paid by the fourth Thursday of the
      following month.  If the fourth Thursday is a banking holiday,
      funds will be received the next banking
day.

            


    

    


    This
electronic media transmission must include VIN numbers on the portion of the
minimum quantity agreed to in Attachment 6, delivered in the preceding month,
and not covered in previous payments.  Application for this incentive
must be made no later than December 31, 2010.  A complete schedule of
due dates and payment dates is detailed in Attachment 10.

    


    It is
understood that payments of the per unit amount due to DTG are based upon
achieving the agreed to purchase volume requirements referenced in paragraph
1.  The agreed to volume and mix requirements in paragraph 1 are
subject to adjustments with GM prior approval.  Should GM agree to an
adjustment, changes will be reflected on a quarterly basis and a revised
Attachment 6 will be updated and signed by both parties.

    


    Actual
approved volumes and contractual stated volumes can vary based on the timing of
contractual updates.  Any payments received prior to attaining
the indicated volume will be returnable to GM at the close of the model year
should the volume not be attained by DTG.  Any pro rata monthly
payment processed in error on volume not approved by GM can be charged back
through open account the following month at GM discretion.

    


    
      	
              6.

            	
              All
      volume and mix requirements are subject to reasonable minor adjustments
      based upon mutual agreement between the parties when the exact
      circumstances faced by both parties are known at the time of vehicle
      delivery.  It is understood that these adjustments may require
      DTG to purchase a comparably priced mix of
  product.

            


    

    


    In the
event that either party cannot fulfill any terms of this Agreement due to
events, beyond its control, such as acts of God, labor disputes, and severe
economic downturns the parties will enter negotiations with the intent of
allowing both to continue business without substantial penalty.

    


    DTG may
make product substitutions upon mutual agreement of the parties provided that in
the sole opinion of GM the product substitution will neither adverselyaffect production schedules or GM’s
profits.  Any such product substitution shall not reduce the volume of
units purchased by DTG or change the amount of the payment.

     

    
      
        
        

      

      
        
        

         


      

      
        
          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.

          

          3 of
4

        

      

       

    

    In the
event the DTG chooses to cancel any order placed through its respective dealers,
at event code 3000, GM has the right to assess a penalty of $*** per vehicle to
be paid to GM upon demand.  If vehicle is cancelled because GM cannot
build and ship this vehicle within 30 days of original production request, it
can be cancelled without penalty.

    


    
      	
              7.

            	
              DTG
      agrees to retain any documents or records relevant to vehicles purchased
      under this Agreement or any GM program and/or claims submitted for payment
      under this Agreement or any other GM program for two years after the close
      of the program.  DTG agrees to permit any designated
      representative of GM to examine, audit and take copies of any accounts and
      records DTG is to maintain under this Agreement.  DTG agrees to
      make such accounts and records readily available at its facilities during
      regular business hours.  GM agrees to furnish DTG with a list of
      any reproduced records.

            


    

     

    
      	
              8.

            	Selected General Motors vehicles are equipped with
      OnStar.  For details regarding notification of OnStar equipment
      and services, please refer Attachment 8.


    

     

    This
agreement is confidential and proprietary to GM and is intended for the sole use
by GM and DTG.  Failure to maintain confidentiality of the terms of
this agreement may result in loss of Fleet Authorization privileges with regard
to future purchases.

    


    This
letter represents the sole agreement, regarding the subjects herein, between DTG
and GM and can be modified only in a writing executed by an authorized
representative of each of the parties.

    


    This
agreement shall in all respects be interpreted, enforced and governed under the
laws of the state of Michigan, without regard to the conflicts of law and
principles thereof.

    


    On behalf
of General Motors LLC, I would like to express my appreciation for your business
and hope this Agreement will continue to strengthen our business
relationship.

    


    Please
return a copy of this letter acknowledging your agreement to the
above.

    


    Very truly yours,

    
 

    


    Jim Campbell

    General Manager

    Fleet & Commercial
Operations

    


    


    


    _______________________________                         Date:  12-15-09

    Acknowledged
and Agreed

     

    
      
        
        

      

      
        
        

         


      

      
        
          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.

          

          4 of
4

        

      

    

     

    By
_________________________

    Jeffrey
A. Cerefice, Vice President

    DTG
Operations, Inc. (“DTG”)

    


    


    


    


    


    Attachments
Key

    


    


    Attachment
1                                           N/A

    


    Attachment
2                                           N/A

    


    Attachment
3                                           N/A

    


    Attachment
4                                           N/A

    


    Attachment
5                                           2009
MY Risk VX7 – National Fleet Risk Purchase Program Guidelines

    


    Attachment
6                                           VX7
Program Volume and Incentives

    


    Attachment
7                                           N/A

    


    Attachment
8                                           OnStar

    


    Attachment
9                                           N/A

    


    Attachment
10                                        Calendar
of Matrix Submission and Payment Dates

    


    


    
      
        
        

      

      
        
        

         


      

      
        
          1
of 5

          Attachment 5

        

      

       

      
        

         

        GENERAL MOTORS
LLC

        2010MY RISK VX7 - NATIONAL
FLEET RISK PURCHASE PROGRAM GUIDELINES

        


        
          	
                   1.

                	
                  PROGRAM
      NAME AND NUMBER:

                


        

        


        
          	
                   
      

                	
                  2010
      Model Year National Fleet Risk Purchase Program for Daily Rental
      Operators

                


        

        
          	
                   
      

                	
                  Program
      Code:  VX7

                


        

        
          	
                   
      

                	
                  Program
      No. 05-10VX7-3

                


        

        


        
          	
                   2.

                	
                  PROGRAM
      DESCRIPTION:

                


        

        


        
          	
                   
      

                	
                  This
      program makes available to General Motor’s dealers and qualified long-term
      daily rental fleet customers, allowances on select 2010 model year General
      Motors vehicles sold and delivered to qualified long-term daily rental
      customers/users.

                


        

        


        
          	
                   
      

                	
                  A
      qualified long-term daily rental fleet customer/user is defined as any
      company that purchases and registers or leases five (5) or more new cars
      and/or trucks for use in its operations during the current or preceding
      model or calendar year or preceding twelve (12) month period or that owns
      or leases fifteen (15) or more cars and/or trucks for use in its
      operations.

                


        

        


        
          	
                   
      

                	
                  A
      qualified long-term daily rental fleet customer/user must have a General
      Motors Fleet Account Number (GM FAN) to be eligible for any General Motors
      fleet incentive.

                


        

        


        
          	
                   
      

                	
                  The
      qualified long-term daily rental fleet user must be the customer who
      purchases the vehicle directly from the General Motors dealer and who
      meets the 7 month in-service
requirement.

                


        

        


        
          	
                       

                	
                  This
      program contains the following
attachments:

                


        

        


        
          	 	
                  Attachment
      5A:

                	
                  Required
      Minimum Equipment Levels

                


        

        


        
          	
                   3.

                	
                  PROGRAM
      START DATE/PROGRAM END DATE/IN SERVICE
  PERIOD:

                


        

        


        
          	
                  Program
      Start Date:

                	
                  Opening
      of 2010 model year ordering system

                


        

        
          	
                  Program
      End Date:

                	
                  When
      Dealers are notified that 2010 model year fleet orders are no longer
      being accepted by General
Motors

                


        

        
        

        
        

        
          	
                  In-service
      Period:

                	
                  Minimum
      seven (7) months.  If, however, a vehicle has been damaged beyond
      repair, i.e., fire, frame, or water damage, etc., and documentation
      is available to support the
      condition, this provision will be
waived.

                


        

        
        

        
        

        
        

        
        

        


        
          	
                  4.

                	
                  ELIGIBLE
      MODELS/ALLOWANCES /REQUIRED OPTIONS/ORDER CRITERIA/OTHER
      REQUIREMENTS/CHARGEBACK
CRITERIA:

                


        

        


        
          	
                   
      

                	
                  Eligible
      Models/Allowances:

                


        

        


        
          	
                   
      

                	
                  Units
      ordered with option VX7 received order date price protection (PRP) and an
      invoice credit of $ per unit listed
below.

                


        

        
          
            
            

          

          
             


          

          
            
              2
of 5

              Attachment 5

            

          

        

        
          	
                  $
      Per unit – All GM Models - $0.00

                


        

        


        
          	
                   
      

                	
                  Any
      GM model not specifically noted above is not eligible for this incentive
      (VX7).

                


        

        


        
          	
                   
      

                	
                  Required
      Options/Order Criteria:

                


        

        


        
          	
                   
      

                	
                  Vehicle
      purchased under the 2010 Model Year National Fleet Risk Purchase Program
      must be ordered with VX7 and appropriate customer identifier as stated in
      the contractual agreement and will not be eligible for retail sale
      incentives.

                


        

        


        
          	
                   
      

                	
                  Option
      - VX7

                


        

        
          	
                   
      

                	
                  Order
      Type – FDR (Fleet Daily Rental)

                


        

        


        
          	
                   
      

                	
                  Vehicles
      ordered under the VX7 program are not eligible for the retail alternative
      program.  VX7 program incentive amounts are available
      exclusively to the ultimate daily rental fleet
  customer.

                


        

        


        Eligible
vehicles under the VX7 program are required to comply with minimum factory
installed equipment levels specified (see “2010 MY VX7 Minimum Equipment File” –
Attachment 5A).

        


        
          	
                   
      

                	
                  Other
      Requirements/Chargeback Criteria:

                


        

        


        
          	
                   
      

                	
                  All
      moneys paid that do not meet the program requirements will be charged
      back.  General Motors reserves the right to audit dealer records
      and disqualify any sales allowance in the event such sales do not meet the
      program guidelines.  All moneys improperly paid will be charged
      back.

                


        

        


        
          	
                  5.

                	
                  METHOD
      OF APPLICATION/FINAL DATE FOR SUBMISSION OF APPLICATION & RESOLUTION
      OF REJECTS:

                


        

        


        
          	
                  Method
      of Application:

                	
                  Order
      Option VX7

                


        

        
          	
                  Final
      Date for Submission of Application/Resolution of Rejects:

                	
                  December
      31, 2010

                


        

        


        
          	
                   6.

                	
                  INCENTIVE
      CODE/METHOD OF PAYMENT:

                


        

        


        
          	
                  Incentive
      Code:

                	
                  VX7

                


        

        
          	
                  Method
      of Payment:

                	
                  Invoice
      Credit

                


        

        


        
          	
                   7.

                	
                  DELIVERY
      REPORTING/COMPATIBLE INCENTIVE & ALLOWANCE PROGRAMS FOR FLEET
      CUSTOMERS (GM FAN HOLDERS):

                


        

        


        Delivery Reporting:

        


        
          	
                   
      

                	
                  Vehicles
      delivered to fleet customers must be reported with one of the following
      delivery types under this program.  All deliveries to customers
      with a valid GM fleet account number must be reported as fleet deliveries,
      regardless of order type.

                


        

        


        
          	
                   
      

                	
                  Del
      Type Description – Fleet Sales

                


        

        
          	
                   
      

                	
                  Type
      – 020 Daily Rental

                


        

        


        Compatible Incentive & Allowance
Programs:


        
          
            
            

          

          
            
            

             


          

          
            
              3
of 5

              Attachment 5

            

          

        

        
          	
                   
      

                	
                  Vehicles
      delivered to fleet customers with the above delivery type may be eligible
      for the following other incentive programs.  Because not all the
      programs listed below may be combined with each other, consult the
      guidelines of each program in question.  Programs not listed
      below would not be compatible unless the specific guidelines indicate
      otherwise.

                


        

        


        


        
          	
                   FLEET CUSTOMERS (GM FAN
      HOLDERS)

                	
                  YES/NO

                	 
      
	
                  GENERAL

                	 
      	 
      
	
                  GM
      MOBILITY

                	
                  (MOB/MOC/R8L)

                	
                  N

                
	
                  SALESPERSON
      / SALES MGR. INCENTIVES

                	 
      	
                  N

                
	
                  CASH
      DIRECT MAILS/PRIVATE OFFERS/GENERAL

                	 
      	 
      
	
                  COUPONS/CERTIFICATES/NON-CASH
      VENDOR PROGRAMS

                	 
      	
                  N

                
	
                  GM
      BUSINESS CARD

                	
                    (UDB)

                	
                  N

                
	
                  CONSUMER
      CASH

                	 
      	
                  N

                
	
                  DEALER
      CASH

                	 
      	
                  N

                
	
                  BONUS
      CASH

                	 
      	
                  N

                
	
                  OPTION
      PACKAGE DISCOUNTS

                	 
      	
                  N

                
	 
      	 
      	 
      
	
                  PRICING

                	 
      	 
      
	
                  PRICE
      PROTECTION/BONA FIDE SOLD ORDER

                	
                       (PPT
      W/VX7)

                	
                  N

                
	
                  PRICE
      PROTECTION/NET INVOICE

                	
                                    (PRP)

                	
                  Y

                
	 
      	 
      	 
      
	
                  ORDER/DELIVERY

                	 
      	 
      
	
                  FLEET
      ORDERING & ASSISTANCE

                	
                  (VQ1/VQ2/VQ3)

                	
                  Y

                
	
                  INTRANSIT
      INTEREST CREDIT

                	
                    (C4C)

                	
                  Y

                
	 
      	 
      	 
      
	
                  RENTAL

                	 
      	 
      
	
                  REPURCHASE

                	
                    (VN9)

                	
                  N

                
	
                  FLAT-RATE
      REPURCHASE

                	
                  (YT1
      THROUGH YT9)

                	
                  N

                
	
                  RISK

                	
                  (VX7)

                	
                  X

                
	
                  GM
      DEALER RENT-A-CAR

                	
                  (FKR/FKL)

                	
                  N

                
	 
      	 
      	 
      
	
                  GOVERNMENT

                	 
      	 
      
	
                  PSA/PURA/BID
      ASSISTANCE/CE

                	
                  (R6D/PBP/PBS)

                	
                  N

                
	 
      	 
      	 
      
	
                  FLEET/COMMERCIAL

                	 
      	 
      
	
                  NATIONAL
      FLEET PURCHASE PROGRAM

                	
                  (FVX/FPP)

                	
                  N

                
	
                  RETAIL
      ALTERNATIVE

                	
                  (CNC/CNE/CSE/CSR/CWE)

                	
                  N

                
	
                  SMALL
      FLEET APR ALTERNATIVE

                	
                  (XMC)

                	
                  N

                
	
                  GM'S
      BUSINESS CUSTOMERS CHOICE

                	 
      	
                  N

                
	
                  TRUCK
      STOCKING

                	
                  (TSI)

                	
                  N

                
	
                  MOTOR
      HOME INCENTIVE

                	
                  (R7Y)

                	
                  N

                
	
                  SCHOOL
      BUS/SHUTTLE BUS/AMBULANCE INCENTIVE

                	
                  (R6H)

                	
                  N

                
	
                  RECREATIONAL
      VEHICLE INCENTIVE

                	
                  (R6J)

                	
                  N

                
	
                  DEMO
      - LIGHT DUTY DEALER

                	
                  (DEM/DEE)

                	
                  N

                
	
                  DEMO
      - LIGHT DUTY SVM

                	
                  (DES)

                	
                  N

                
	
                  SIERRA
      FLEET PEG

                	
                  (R7F/FLS)

                	
                  N

                
	
                  FLEET
      PREFERRED EQUIPMENT GROUPS

                	 
      	
                  N

                
	
                  COMPETITIVE
      ASSISTANCE PROGRAMS

                	
                  (CAP)

                	
                  N

                
	 
      	 
      	 
      


        

        


        
          	
                   8.

                	
                  DELIVERY
      REPORTING/COMPATIBLE INCENTIVE & ALLOWANCE PROGRAMS FOR NON-FLEET
      CUSTOMERS (NON-GM FAN
HOLDERS):

                


        

        


        Not Applicable – Customer must be a GM
FAN holder and use a fleet order type.


        
          
            
            

          

          
            
            

             


          

          
            
              4
of 5

              Attachment 5

            

          

        

         9.           OTHER
PROGRAM GUIDELINES:

        


        
          	
                   
      

                	
                  A.

                	
                  Delivery
      data is not required to receive the invoice credit but deliveries should
      be reported as soon as the delivery is
made.

                


        

        


        
          	
                   
      

                	
                  B.

                	
                  Deliveries
      through secondary dealer codes are
eligible.

                


        

        


        
          	
                   
      

                	
                  C.

                	
                  Customer
      rebate amount must be spelled out on Buyer’s order, and customer incentive
      acknowledgement and/or assignment form is not
  required.

                


        

        


        
          	
                   
      

                	
                  D.

                	
                  General
      Motors upfitted vehicles (except RV’s) are eligible provided the vehicle
      was purchased directly from GM or from another dealer in the United States
      and proved title to the vehicle was retained by the franchised dealer
      through the point of sale and delivery to the ultimate fleet
      customer.  Recreational vehicles are
  excluded.

                


        

        


        
          	
                   
      

                	
                  E.

                	
                  This
      incentive program is available exclusively to the ultimate daily rental
      fleet customer.

                


        

        


        
          	
                   
      

                	
                  F.

                	
                  A
      qualified fleet customer/user is defined as any company that purchases and
      registers or leases five (5) or more new cars and/preceding model or
      calendar year or preceding twelve (12) month period or that owns or leases
      fifteen (15) or more cars and/or
trucks.

                


        

        


        
          	
                   
      

                	
                  G.

                	
                  The
      qualified daily rental fleet user must always be the customer who
      purchases the vehicle directly from the General Motors dealer and who
      meets the in-service requirement.

                


        

        


        
          	
                   
      

                	
                  H.

                	
                  Canceled
      fleet orders must be credited and rebilled as retail stock.  You
      should contact your regional
office.

                


        

        


        
          	
                   
      

                	
                  I.

                	
                  The
      qualified daily rental fleet customer hereby agrees that the vehicles
      supplied by GM under this agreement are subject to the export control laws
      and regulations of the United Sates (U.S.) and shall comply with such laws
      and regulations.

                


        

        


        
          	
                  10.

                	
                  GENERAL
      POLICY GUIDELINES:

                


        

        


        
          	
                   
      

                	
                  A.

                	
                  All
      General Motors general guidelines and definition of terms relative to
      incentive programs that were supplied to your dealership apply to this
      program.  Refer to GM dealer sales allowance and incentive
      manual.

                


        

        


        
          	
                   
      

                	
                  B.

                	
                  General
      Motors reserves the right to cancel, amend, revise or revoke any program
      at any time based on its sole business judgment.  Final
      decisions in all matters relative to interpretation of any rule or phase
      of this activity rest solely with General
  Motors.

                


        

        


        
          	
                   
      

                	
                  C.

                	
                  General
      Motors reserves the right to audit dealer records and disqualify any sales
      allowance in the event such sales do not meet the program
      guidelines.  All moneys improperly paid will be charged back to
      the dealer.

                


        

        


        
          	
                   
      

                	
                  D.

                	
                  Dealers
      must retain records to substantiate their claim to an incentive or
      allowance.  All applications which indicate assignment by the
      customer to the dealer of a customer incentive must be supported by
      appropriate documentation retained in the deal file.  If dealer
      records do not support the claim, the dealer will be charged the amount of
      allowance or incentive paid.

                


        

        
          
            
            

          

          
            
            

             


          

          
            
              5
of 5

              Attachment 5

            

          

        

        
          	
                   
      

                	
                  E.

                	
                  Any
      disputes between the customer and the dealer arising from
      misunderstandings or ambiguities regarding this program which cannot be
      resolved by referring to appropriate customer incentive acknowledgment
      and/or assignment form (sample copy displayed in GM dealer sales allowance
      and incentive manual), will result in the dealer incurring a debit if the
      payment has already been credited.

                


        

        


        ANY
QUESTIONS REGARDING THIS PROGRAM SHOULD BE DIRECTED TO THE FLEET ACTION CENTER
AT 1-800-FLEET
OP OR THE RETAIL SALES GROUP.

        


      

       

      
        
          
          

        

        
          
          

           


        

        
          
            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.

          

        

      

      

    

    

      
        
          	
                  2010MY
      DTAG Risk Proposal

                
	
                  CONTRACTUAL
      VOLUME

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                           

                	
                  REVISED

                	
                  12/1/2009

                
	
                  Model

                	 
      	
                  10MY
      Model Tag

                	
                  10
      MY Trim Level

                	
                  Volume
      

                  2009CY
      Q4

                	
                  Volume
      

                  2010CY

                	
                  Trim
      Level (%)

                	
                  Total
      

                  Volume

                	
                  Incentive

                	
                  Spot
      

                  Bonus

                	
                  MY

                   Bonus

                	
                  Total
      Incentive

                	
                  Total
      Ext 

                  Incentive

                
	 
      	 
      	 
      	 
      	
                  See
      Note

                	
                  See
      Note

                	 
      	 
      	 
      	 
      	
                  See
      Note

                	
                  See
      Note

                	 
      
	
                  Aveo

                	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  (Pricing
      Released)

                	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Cobalt

                	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  (Pricing
      Released)

                	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Malibu

                	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  (Pricing
      Released)

                	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  HHR

                	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  (Pricing
      Released)

                	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	
                   ***

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Impala

                	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  (Pricing
      Released)

                	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Camaro

                	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  (Pricing
      Released)

                	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Equinox

                	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  (Pricing
      Released)

                	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  (Pricing
      Released)

                	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Suburban***

                	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	 
      	
                   ***

                	 
      	 
      	 
      	
                  ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	 
      	
                   ***

                	 
      	 
      	 
      	
                  ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  (Pricing
      Released)

                	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  ***Suburban
      units can be ordered at your discretion - Production ends Jun
      '10

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                   

                	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	
                   
      

                   

                   

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Tahoe

                	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  (Pricing
      Released)

                	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Total/Average

                	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  NOTES:

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  ***

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  ***

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  ***

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  ***

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  ***

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  ***

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  SPOT
      BUY VOLUME

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                            950

                	
                  REVISED

                	
                  9/3/2009

                
	
                  Model

                	 
      	
                  10MY
      Model Tag

                	
                  10
      MY Trim Level

                	
                  Volume
      2009CY Q4

                	
                  Volume
      2010CY

                	
                  Trim
      Level (%)

                	
                  Total
      Volume

                	
                  Incentive

                	
                   Spot
      Bonus

                	
                  MY
      Bonus

                	
                  Total
      Incentive

                	
                  Total
      Ext Incentive

                
	
                  SPOT
      BUY

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                  See
      Note

                	 
      
	
                  ***

                	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	
                  (Pricing
      Released)

                	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                
	 
      	 
      	
                  ***

                	
                  ***

                	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	
                   ***

                	
                   ***

                	
                   ***

                	
                   ***

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                	 
      	
                  ***

                	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Total/Average

                	 
      	
                   ***

                	
                   ***

                	 
      	 
      	
                   ***

                	 
      	 
      	 
      	 
      	
                   ***

                	
                   ***

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  NOTES:

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  ***

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  ***

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  DTG
      Acknowledged and Agreed

                	
                  Date

                	 
      	 
      	 
      General
      Motors Approved	 
      	 
      


        

      

    

     

     

    
      
        Attachment 6

      

      
        
        

         


      

      
        Attachment 8

      

       

    

    
      

      


      EQUIPMENT & SERVICE
NOTIFICATION

      


      


      Equipment & Service
Notification

      


      


      New
vehicles that include OnStar, and are ordered using a daily rental order-type,
will be eligible for one year of OnStar commencing with the reported new
vehicles delivery date.  Unless otherwise stipulated in an agreement
between OnStar and the rental company, only OnStar Safe and Sound service levels
will be available while any vehicle is in daily rental service.  For
daily rental applications, an OnStar blue button press may be handled by a
recorded message or a live advisor.  Specific processes for managing
services like remote door unlocks, stolen vehicle assistance and assuring rental
privacy are either already in place with the rental company or will be
established upon request.  OnStar equipped vehicles may have stolen
Vehicle Slowdown capability that enables OnStar to slow down a stolen vehicle
remotely to assist authorities in its recovery.

      


      Daily
rental accounts agree to include the following or other approved language in the
rental contract to describe OnStar services that may be available”

      


      "If my
rental vehicle has active OnStar equipment, I authorize the provision of OnStar
services, acknowledge the OnStar system limitations, and agree to the release of
vehicle information as required by law.  Further details are available
at OnStar.com or by contacting OnStar."