**CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY “***” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.**

 

 

|   | **Exhibit 10.225** |
|--------|--------------------|

 

 

FIRST AMENDMENT 

 

This First Amendment to the Supply Agreement is made on the 29th day of June, 2009 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 July 22, 2009 (the "Effective Date").   

 

WITNESSETH:

 

WHEREAS, Ford and DTG (the "Parties") entered into a Supply Agreement (the "AGREEMENT") dated February 9th, 2009.  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 Parties desire to amend the AGREEMENT for the purpose of increasing the minimum volume year purchase requirement and the maximum volume offered.   

 

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

 

1.         The AGREEMENT shall be upon the same terms and conditions as originally stated except that it shall be amended so that the current 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.  

**CERTAIN PORTIONS OF THIS EXHIBIT, WHICH ARE INDICATED BY “***” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.**

 

 

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." 

 

 

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 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.   

 

2.         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 First Amendment to the AGREEMENT as of the day and year first above written.

 

| FORD MOTOR COMPANY | DOLLAR THRIFTY AUTOMOTIVE GROUP, |
|--------------------|----------------------------------|

|   | INC. |
|--------|------|

 

 

| By: ______________________ | By:  _______________________ |
|----------------------------|------------------------------|

 

| Title:  Ken Czubay | Title:  Jeffrey A. Cerefice |
|--------------------|-----------------------------|

| Vice President | Vice President |
|----------------|----------------|

Sales and Marketing

 

| Date:  __________________ | Date:  ____________________ |
|---------------------------|-----------------------------|