exhibit10233.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.

    


    Exhibit
10.233

    SECOND
AMENDMENT

    


    This Second Amendment to the Supply
Agreement is made on the 11th day of February, 2010 by and between Ford Motor Company, a Delaware corporation ("Ford") and Dollar Thrifty Automotive Group, Inc., a
Delaware corporation (DTG) and shall be effective as of February 24,
2010.

    


    WITNESSETH:

    


    WHEREAS, Ford and DTG (the "Parties")
entered into a Supply Agreement dated February 9th,
2009, and executed the First Amendment to the Supply Agreement on July 22nd,
2009 (the "First Amendment").  Together the Supply Agreement and the
First Amendment constitute the AGREEMENT.  The AGREEMENT sets forth terms and conditions under which Ford will provide, and DTG will acquire,
Ford Vehicles for use or in support of businesses conducted by DTG or franchised
by DTG's subsidiaries at various locations in the United States; and 

    


    WHEREAS, the term of the AGREEMENT
expires on August 31, 2012 and the Parties desire to extend the term of the
AGREEMENT for an additional period of one year, and include volume requirements
for such year.

    


    NOW, THEREFORE, for good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

    


    1.           The
term of the AGREEMENT is hereby extended for a period of one year, expiring
August 31, 2013 (the "Termination Date").  The AGREEMENT shall be upon
the same terms and conditions as stated except that it shall be amended so that
Section 1a “Term of Agreement” shall be deleted and replaced with the following
and shall read:

     

    “The
AGREEMENT shall be effective for the period beginning as of February 9, 2009
(the “Effective Date”) and shall expire on the Termination
Date.  Either Party wishing to renew the AGREEMENT must give written
notice to the other party by June 1st,
2013.  Upon receipt of such written notice, the AGREEMENT may, upon
written agreement of the Parties prior to the Termination Date, be renewed for a
three-year term.”

     

    2.           Except
as otherwise amended in Section 1 of this Second Amendment, the AGREEMENT shall
be upon the same terms and conditions as stated except that it shall be amended
so that the language located in Section 3a “Supply Provisions” shall be deleted
and replaced.  Subsection 3a, which shall be deleted, currently
reads:

    


    "Prior to
the commencement of each Program Year, DTG shall provide Ford with the number of
new vehicles that DTG projects it will purchase for that Program Year from all
sources (“DTG's Program Year Units”).  During each Program Year and
subject to the terms of Section 3h, Ford agrees to make available, and DTG
agrees to purchase, a Program
Year Volume equal to ***% of DTG's Program Year Units, up to ***
units.   Notwithstanding the above and subject to the terms of
Section 3h, a) DTG agrees to purchase, and Ford agrees to make available, a
minimum Program Year Volume of *** Ford Vehicles, even if *** Ford Vehicles is
more than ***% of DTG's projected Program Year Units for the 2010, 2011 and 2012
Program Years, and b) the Parties agree that the Program Year Volume for the
2009 Program Year shall be *** units, as outlined in Attachment I attached
hereto and incorporated herein.  Additional volume for any given
Program Year may be requested by DTG, and Ford, at its discretion, may agree to
increase the Program Year Volume offered for the given Program
Year.  Following completion of the Program Year negotiations, all
final incentives and volumes will be reflected in the applicable calendar year
Program Letter executed by Ford and DTG."

     

    
      
        
           

        

      

      
        
          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.   


           

        

      

    

    The new
section 3a that will be inserted into the AGREEMENT, shall read:

    


    "Prior to
the commencement of each Program Year, DTG shall provide Ford with the number of
new vehicles that DTG projects it will purchase for that Program Year from all
sources (“DTG's Program Year Units”).  During each Program Year and
subject to the terms of Section 3h, Ford agrees to make available, and DTG
agrees to purchase, a Program Year Volume equal to ***% of DTG's Program Year
Units, up to *** units.   Notwithstanding the above and subject
to the terms of Section 3h, a) DTG agrees to purchase, and Ford agrees to make
available, a minimum Program Year Volume of *** Ford Vehicles, even if *** Ford
Vehicles is more than ***% of DTG's projected Program Year Units for the 2010,
2011,  2012 and 2013 Program Years, and b) the Parties agree that the
Program Year Volume for the 2009 Program Year shall be *** units, as outlined in
Attachment I attached hereto and incorporated herein.  Additional
volume for any given Program Year may be requested by DTG, and Ford, at its
discretion, may agree to increase the Program Year Volume offered for the given
Program Year.  Following completion of the Program Year negotiations,
all final incentives and volumes will be reflected in the applicable calendar
year Program Letter executed by Ford and DTG."

    


    3.           In
all other respects, all terms, conditions, covenants and agreements of the
AGREEMENT shall continue to inure to and to bind Ford and DTG for the term of
the AGREEMENT.

    


    IN WITNESS WHEREOF, the parties hereto
have executed this Second Amendment to the Supply Agreement as of the day and
year first above written.

    


    


    
      	
              FORD
      MOTOR COMPANY

               

            	 
      	
              DOLLAR
      THRIFTY AUTOMOTIVE GROUP,INC.

            


    

    


    
      	
              By:

            	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Title:

            	
              VP

            	 
      	
              Title:

            	
              Jeffrey
      A. Cerefice, VP

            
	 
      	 
      	 
      	 
      	 
      
	
              Date:

            	
              2-17-10

            	 
      	
              Date:

            	
              2-24-10