8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

March 26, 2007

Date of Report (Date of earliest event reported)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-13647
(Commission
File Number) 73-1356520
(I.R.S. Employer
Identification No.)

5330 East 31st Street, Tulsa, Oklahoma 74135

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (918) 660-7700

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17

CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Extension of Conduit Facility

Rental Car Finance Corp. (the “Company”), a special purpose financing subsidiary of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTG”), extended its existing asset backed Variable Funding Note Purchase Facility (the “Conduit”) effective March 26, 2007 at existing levels for a 90-day period ending on June 25, 2007. The maximum size of the Conduit is $425 million.

The foregoing description of the extension of the Conduit is qualified in its entirety by reference to the document attached hereto as Exhibit 4.159 and is incorporated herein by reference.

Extension of Commercial Paper Program and Liquidity Facility

Dollar Thrifty Funding Corp., a special purpose financing subsidiary of DTG, extended its existing commercial paper program (the “Commercial Paper Program”) effective March 26, 2007 for a 90-day period ending on June 25, 2007. The maximum size of the Commercial Paper Program is $649 million. The Commercial Paper Program is supported by an extension of the liquidity facility (the “Liquidity Facility”) at the existing level of $560 million.

The foregoing description of the extension of the Commercial Paper Program and the Liquidity Facility is qualified in its entirety by reference to the documents attached hereto as Exhibit 4.160 through Exhibit 4.161 and are incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

Information responsive to this Item is incorporated by reference from the responses made in Item 1.01.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No. Description

4.159 Amendment No. 11 to Note Purchase Agreement dated as of March 20, 2007 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Dresdner Kleinwort Securities LLC

4.160 Extension Agreement dated as of March 20, 2007 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse

4.161 Amendment No. 11 to Liquidity Agreement dated as of March 20, 2007 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Registrant)

March 30, 2007 By: /s/ STEVEN B. HILDEBRAND

Steven B. Hildebrand

Senior Executive Vice President, Chief Financial

Officer, Principal Financial Officer and Principal

Accounting Officer

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INDEX TO EXHIBITS

Exhibit No. Description

4.159 Amendment No. 11 to Note Purchase Agreement dated as of March 20, 2007 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers parties thereto, the Committed Purchasers parties thereto, the Managing Agents parties thereto, and Dresdner Kleinwort Securities LLC

4.160 Extension Agreement dated as of March 20, 2007 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse

4.161 Amendment No. 11 to Liquidity Agreement dated as of March 20, 2007 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, and Credit Suisse

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EX-4

Exhibit 4.159

AMENDMENT NO. 11

TO

NOTE PURCHASE AGREEMENT

dated as of March 20, 2007

among

RENTAL CAR FINANCE CORP.,

an Oklahoma corporation

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,

a Delaware corporation

THE CONDUIT PURCHASERS PARTY HERETO

THE COMMITTED PURCHASERS PARTY HERETO

THE MANAGING AGENTS PARTY HERETO

and

DRESDNER KLEINWORT SECURITIES LLC,

as Administrative Agent

AMENDMENT NO. 11

TO NOTE PURCHASE AGREEMENT

This Amendment No. 11 to Note Purchase Agreement dated as of March 20, 2007 (this “Amendment”) is made among Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), the entities party hereto as Conduit Purchasers (the “Conduit Purchasers”), the entities party hereto as Committed Purchasers (the “Committed Purchasers”), the entities party hereto as Managing Agents (the “Managing Agents”), and Dresdner Kleinwort Securities LLC (the “Administrative Agent”).

RECITALS:

A.          RCFC, DTAG, the Conduit Purchasers, the Committed Purchasers, the Managing Agents and Bank One, NA, as administrative agent, entered into that certain Note Purchase Agreement dated as of December 15, 2000, as amended by (i) Amendment No. 1 to Note Purchase Agreement dated as of April 20, 2001, (ii) Amendment No. 2 to Note Purchase Agreement dated as of January 31, 2002, (iii) Amendment No. 3 to Note Purchase Agreement dated as of April 16, 2002, (iv) Addendum to Note Purchase Agreement dated as of August 15, 2002, (v) Amendment No. 4 to Note Purchase Agreement dated as of December 12, 2002, (vi) Amendment No. 5 to Note Purchase Agreement dated as of March 18, 2003, (vii) Amendment No. 6 to Note Purchase Agreement dated as of December 10, 2003, (viii) Amendment No. 7 to Note Purchase Agreement dated as of March 24, 2004, (ix) Amendment No. 8 to Note Purchase Agreement dated as of March 22, 2005, (x) Amendment No. 9 to Note Purchase Agreement dated as of February 1, 2006, and (xi) Amendment No. 10 to Note Purchase Agreement dated as of March 17, 2006 (as amended to the date hereof, the “Note Purchase Agreement”).

B.           The parties hereto wish to amend the Note Purchase Agreement as provided herein.

NOW, THEREFORE, the parties hereto agree as follows:

1.           Defined Terms. Capitalized terms used in this Amendment not herein defined shall have the meanings contained in the Note Purchase Agreement. For purposes of this Amendment, “Amendment Effective Date” means the later of (i) March 26, 2007 and (ii) the date on which all conditions precedent to the effectiveness of this Amendment, as set forth in Section 3 hereof, have been satisfied.

2.           Amendment. Upon the terms and subject to the conditions set forth in this Amendment and in reliance on the representations and warranties of the parties hereto set forth in this Amendment, the parties hereto hereby agree that the definition of “Expiration Date” contained in Section 1.01 of the Note Purchase Agreement is hereby amended in its entirety to read as follows:

“Expiration Date” means June 25, 2007, as such date may be extended by agreement in writing of the parties hereto.”

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3.            Conditions to Effectiveness. The effectiveness of this Amendment is conditioned upon satisfaction of the following conditions precedent:

(a)          The Administrative Agent shall have received counterparts of this Amendment signed by the parties hereto.

(b)         Each of the representations and warranties in the Amended Series Documents (hereinafter defined) and in Sections 4 and 5 below shall be true and correct in all material respects.

(c)          The Administrative Agent and Managing Agents shall have received counterparts of the Fee Letter dated the Amendment Effective Date or a date prior thereto and signed by the parties thereto. Each Managing Agent shall have received payment of the fees required to be paid pursuant to such Fee Letter.

(d)          No Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default or event which, with the giving of notice or the passage of time or both would constitute any of the foregoing, shall have occurred or be continuing.

4.           Representations and Warranties of RCFC. RCFC hereby makes the following representations and warranties to the Purchasers, the Managing Agents and the Administrative Agent, as of the date hereof and as of the Amendment Effective Date, and the Purchasers, the Managing Agents and the Administrative Agent shall be deemed to have relied on such representations and warranties in entering into this Amendment.

(a)         The performance of RCFC’s obligations under this Amendment and the Series Documents, as amended by this Amendment (the “Amended Series Documents”), and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than any Lien created by the Amended Series Documents), charge or encumbrance upon any of the property or assets of RCFC pursuant to the terms of, any indenture, mortgage, deed or trust, loan agreement or other material agreement or instrument to which it is bound or to which any of its property or assets is subject, nor will such action result in any violation of the provisions of its Certificate of Incorporation or By-laws or any Governmental Rule applicable to RCFC.

(b)         No Governmental Action which has not been obtained is required by or with respect to RCFC in connection with the execution and delivery of this Amendment by RCFC or the consummation by RCFC of the transactions contemplated thereby or by the Amended Series Documents.

(c)         This Amendment has been duly authorized, executed and delivered by RCFC, and this Amendment and the Amended Series Documents are the valid and legally binding obligations of RCFC, enforceable against RCFC in accordance with their respective terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

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(d)         There is no pending or, to RCFC’s knowledge, threatened action, suit or proceeding by or against RCFC before any Governmental Authority or any arbitrator (i) with respect to this Amendment or any Amended Series Document or any of the transactions contemplated herein or therein, or (ii) with respect to RCFC which, in the case of any such action, suit or proceeding with respect to RCFC, if adversely determined, would have a material adverse effect on the ability of RCFC to perform its obligations hereunder or thereunder.

5.           Representations and Warranties of DTAG. DTAG hereby makes the following representations and warranties to the Purchasers, the Managing Agents and the Administrative Agent as of the date hereof and as of the Amendment Effective Date, and the Purchasers, the Managing Agents and the Administrative Agent shall be deemed to have relied on such representations and warranties in entering into this Amendment:

(a)         The performance of the obligations of DTAG under this Amendment and the Amended Series Documents to which it is a party and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than any Lien created by the Amended Series Documents), charge or encumbrance upon any of the property or assets of DTAG pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which it or any of its Affiliates is bound or to which any of its property or assets is subject, nor will such action result in any violation of the provisions of its Certificate of Incorporation or By-laws or any Governmental Rule applicable to DTAG.

(b)         No Governmental Action which has not been obtained is required by or with respect to DTAG in connection with the execution and delivery of this Amendment or the consummation by DTAG of the transactions contemplated hereby or thereby or by the Amended Series Documents to which it is a party.

(c)         This Amendment has been duly authorized, executed and delivered by DTAG and this Amendment and the Amended Series Documents to which it is a party are the valid and legally binding obligations of DTAG, enforceable against DTAG in accordance with their respective terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

(d)         There is no pending or, to the knowledge of DTAG, threatened action, suit or proceeding by or against DTAG before any Governmental Authority or any arbitrator (i) with respect to this Amendment or any Amended Series Document to which it is a party or any of the transactions contemplated herein or therein, or (ii) with respect to DTAG which, in the case of any such action, suit or proceeding with respect to DTAG, if adversely determined, would have a material adverse effect on the ability of DTAG to perform its obligations hereunder or thereunder.

6. Reference to and Effect on Note Purchase Agreement.

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(a)         Upon and after the effectiveness of this Amendment, each reference in the Note Purchase Agreement to “this Agreement”, “hereunder”, or words of like import referring to the Note Purchase Agreement, and each reference in the Series Documents to “the Note Purchase Agreement”, “the Series 2000-1 Note Purchase Agreement”, “thereunder”, “thereof” or words of like import referring to the Note Purchase Agreement, shall mean and be a reference to the Note Purchase Agreement as modified hereby.

(b)         Except as specifically modified above, the Note Purchase Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The consents contained herein are limited to the specific facts and circumstances set forth therein and shall not operate as a waiver of, or a consent to any variation from, any other provision of the Note Purchase Agreement or any of the Series Documents.

(c)         The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Secured Party under any of the Series Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Series Documents.

7.           Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.            Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.            Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

[SIGNATURES ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

RENTAL CAR FINANCE CORP., as Seller

By: ____________________________________

Pamela S. Peck

Vice President and Treasurer

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Master Servicer

By: ____________________________________

Pamela S. Peck

Vice President and Treasurer

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BEETHOVEN FUNDING CORPORATION, as a Conduit Purchaser

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

DRESDNER BANK AG, as a Committed Purchaser and as the Managing Agent for the Dresdner Ownership Group

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

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DRESDNER KLEINWORT SECURITIES LLC, as Administrative Agent

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

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LIBERTY STREET FUNDING CORP., as a Conduit Purchaser

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

THE BANK OF NOVA SCOTIA, as a Committed Purchaser and as the Managing Agent for the BNS Ownership Group

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Purchaser

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

8

AMSTERDAM FUNDING CORPORATION, as a Conduit Purchaser

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

ABN AMRO BANK N.V., as a Committed Purchaser and as the Managing Agent for the ABN Ownership Group

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

9

PARK AVENUE RECEIVABLES COMPANY, LLC, as Conduit Purchaser

By: JPMorgan Chase Bank, National Association, as attorney-in-fact for Park Avenue Receivables Company, LLC

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

10

STARBIRD FUNDING CORPORATION, as a Conduit Purchaser

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

BNP PARIBAS, NEW YORK BRANCH, as a Committed Purchaser and as the Managing Agent for the BNP Paribas Ownership Group

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

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WORKING CAPITAL MANAGEMENT CO., LP, as Conduit Purchaser and as a Committed Purchaser

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

MIZUHO CORPORATE BANK, LTD., as the Managing Agent for the Mizuho Ownership Group

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

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Consented to as of the date first written above:

DEUTSCHE BANK TRUST COMPANY AMERICAS,

a New York banking corporation, as Trustee

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

CREDIT SUISSE, ACTING THROUGH ITS NEW YORK

BRANCH, as the Series 2000-1 Letter of Credit Provider

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

By: ___________________________________________________

Name: __________________________________________

Title: __________________________________________

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EX-4

Exhibit 4.160

EXTENSION AGREEMENT

dated as of March 20, 2007

among

DOLLAR THRIFTY FUNDING CORP.,

an Oklahoma corporation

CERTAIN FINANCIAL INSTITUTIONS,

as the Liquidity Lenders

and

CREDIT SUISSE, ACTING THROUGH ITS

NEW YORK BRANCH,

as Liquidity Agent and

as Series 1998-1 Letter of Credit Provider

EXTENSION AGREEMENT

THIS EXTENSION AGREEMENT (this “Agreement”) dated as of March 20, 2007, is entered into among Dollar Thrifty Funding Corp., an Oklahoma corporation (“DTFC”), the undersigned financial institutions (the “Liquidity Lenders”), Credit Suisse, acting through its New York Branch, as Liquidity Agent and as Series 1998-1 Letter of Credit Provider (“Liquidity Agent”), JPMorgan Chase Bank, National Association, not as a party but as Syndication Agent, and Deutsche Bank AG, New York Branch, not as a party but as Documentation Agent.

RECITALS:

A.The undersigned are parties to that certain Liquidity Agreement dated as of March 4, 1998, among DTFC, the Liquidity Lenders, the Liquidity Agent, JPMorgan Chase Bank, National Association, not as a party but as Syndication Agent, and Deutsche Bank AG, New York Branch, not as a party but as Documentation Agent, as subsequently amended by (i) Amendment No. 1 to Liquidity Agreement dated as of March 4, 1999, (ii) Amendment No. 2 to Liquidity Agreement dated as of October 20, 1999, (iii) Amendment No. 3 to Liquidity Agreement dated as of February 18, 2000, (iv) Amendment No. 4 to Liquidity Agreement dated as of February 28, 2001, (v) Amendment No. 5 to Liquidity Agreement dated as of February 26, 2002, (vi) Amendment No. 6 to Liquidity Agreement dated as of February 24, 2003, (vii) Amendment No. 7 to Liquidity Agreement dated as of February 20, 2004, (viii) Amendment No. 8 to Liquidity Agreement dated as of March 24, 2004, (ix) Amendment No. 9 to Liquidity Agreement dated as of March 22, 2005, (x) Amendment No. 10 to Liquidity Agreement dated as of March 17, 2006, and (xi) Amendment No. 11 to Liquidity Agreement dated as of the date hereof (as amended to the date hereof, the “Liquidity Agreement”); and

B.The undersigned desire to extend the Scheduled Liquidity Commitment Termination Date from March 26, 2007 to June 25, 2007.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Definitions List annexed to the Liquidity Agreement as Annex A, as such Definitions List has heretofore been or may hereafter be amended or modified from time to time in accordance with the provisions of the Liquidity Agreement.

2.Extension. Pursuant to Section 3.5 of the Liquidity Agreement, the Scheduled Liquidity Commitment Termination Date with respect to each undersigned Liquidity Lender is hereby extended on March 26, 2007 until June 25, 2007.

3.Continuing Accuracy of Representations and Warranties. The representations and warranties of DTFC in each of the CP Program Documents to which DTFC is a party are true and correct (in all material respects to the extent such representations and warranties do not incorporate a materiality limitation in their terms) on the date of this Agreement as though made on and as of the date of this Agreement.

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4.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

5.GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

6.Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURES ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered as of the day and year first above written.

DTFC:

DOLLAR THRIFTY FUNDING CORP.,

an Oklahoma corporation

By: ______________________________________

Pamela S. Peck

Vice President and Treasurer

3

LIQUIDITY AGENT:

CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: _____________________________

Title: ______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

SERIES 1998-1 LETTER OF CREDIT PROVIDER:

CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: _____________________________

Title: ______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

4

LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$55,000,000 CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$55,000,000 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By: ______________________________________

Name: _____________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$35,000,000 THE BANK OF NOVA SCOTIA

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$50,000,000 ABN AMRO BANK N.V.

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$35,000,000 CREDIT INDUSTRIEL ET COMMERCIAL

By: ______________________________________

Name: _____________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$50,000,000 BNP PARIBAS

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

10

LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$50,000,000 BANK OF MONTREAL

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$25,000,000 COMERICA BANK

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$55,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$50,000,000 LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$25,000,000 KEYBANK NATIONAL ASSOCIATION

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$25,000,000 WELLS FARGO BANK, N.A.

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$25,000,000 MIZUHO CORPORATE BANK, LTD.

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$25,000,000 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

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EX-4

Exhibit 4.161

AMENDMENT NO. 11

TO

LIQUIDITY AGREEMENT

dated as of March 20, 2007

among

DOLLAR THRIFTY FUNDING CORP.,

an Oklahoma corporation

CERTAIN FINANCIAL INSTITUTIONS,

as the Liquidity Lenders

and

CREDIT SUISSE, ACTING THROUGH ITS

NEW YORK BRANCH,

as Liquidity Agent and

as Series 1998-1 Letter of Credit Provider

AMENDMENT NO. 11

TO LIQUIDITY AGREEMENT

This Amendment No. 11 to Liquidity Agreement dated as of March 20, 2007 (“Amendment”), among Dollar Thrifty Funding Corp., an Oklahoma corporation (“DTFC”), the undersigned financial institutions (the “Liquidity Lenders”), Credit Suisse, acting through its New York Branch, as Liquidity Agent and as Series 1998-1 Letter of Credit Provider (“CS”) (DTFC, the Liquidity Lenders and CS are collectively referred to herein as the “Parties”), JPMorgan Chase Bank, National Association, not as a party but as Syndication Agent, and Deutsche Bank AG, New York Branch, not as a party but as Documentation Agent.

RECITALS:

A.The Parties are parties to that certain Liquidity Agreement dated as of March 4, 1998, among DTFC, the Liquidity Lenders, the Liquidity Agent and JPMorgan Chase Bank, National Association, not as a party but as Syndication Agent, and Deutsche Bank AG, New York Branch, not as a party but as Documentation Agent, as subsequently amended by (i) Amendment No. 1 to Liquidity Agreement dated as of March 4, 1999, (ii) Amendment No. 2 to Liquidity Agreement dated as of October 20, 1999, (iii) Amendment No. 3 to Liquidity Agreement dated as of February 18, 2000, (iv) Amendment No. 4 to Liquidity Agreement dated as of February 28, 2001, (v) Amendment No. 5 to Liquidity Agreement dated as of February 26, 2002, (vi) Amendment No. 6 to Liquidity Agreement dated as of February 24, 2003, (vii) Amendment No. 7 to Liquidity Agreement dated as of February 20, 2004, (viii) Amendment No. 8 to Liquidity Agreement dated as of March 24, 2004, (ix) Amendment No. 9 to Liquidity Agreement dated as of March 22, 2005, and (x) Amendment No. 10 to Liquidity Agreement dated as of March 17, 2006 (as amended to the date hereof, the “Liquidity Agreement”); and

B.Contemporaneously herewith, the Parties are entering into that certain Extension Agreement whereby the Scheduled Liquidity Commitment Termination Date is being extended on March 26, 2007 until June 25, 2007; and

C.As a result of such extension, the Parties wish to amend the Liquidity Agreement as provided herein.

NOW THEREFORE, the Parties hereto agree as follows:

1.Definitions. Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Liquidity Agreement.

2. Amendments. The Liquidity Agreement is hereby amended:

(a)By deleting Section 4.5(a) thereof in its entirety and replacing it with the following:

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“SECTION 4.5 Fees. (a) Commitment Fee. DTFC agrees to pay to the Liquidity Agent for the account of each Liquidity Lender an ongoing commitment fee (the “Commitment Fee”) equal to 0.25% per annum of the average daily unused portion of each such Liquidity Lender’s Liquidity Commitment, such fee to accrue from March 26, 2007 (the “Closing Date”) until the Liquidity Commitment Termination Date. The Commitment Fee shall be computed based on the actual number of days elapsed and a 360 day year. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter occurring after the Closing Date and on the Liquidity Commitment Termination Date.”

(b)By deleting the definition of “Fee Letter” appearing in Annex A to the Liquidity Agreement in its entirety and replacing it with the following:

“Fee Letter” means that certain fee letter dated March 20, 2007 among DTFC, Credit Suisse, New York Branch, and JPMorgan Chase Bank, National Association, as the same may be amended, restated, replaced or otherwise modified from time to time.”

3.Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Parties hereto under the Liquidity Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Liquidity Agreement, all of which are hereby ratified and affirmed in all respects by each of the Parties hereto and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Liquidity Agreement specifically referred to herein and any references in the Liquidity Agreement to the provisions of the Liquidity Agreement specifically referred to herein shall be to such provisions as amended by this Amendment.

4.Applicable Provision. Pursuant to Section 11.1 of the Liquidity Agreement, the Liquidity Agreement may be amended by DTFC, CS, as the Series 1998-1 Letter of Credit Provider, and the Majority Banks.

5.Continuing Accuracy of Representations and Warranties. The representations and warranties of DTFC in each of the CP Program Documents to which DTFC is a party are true and correct (in all material respects to the extent such representations and warranties do not incorporate a materiality limitation in their terms) on the date of this Amendment as though made on and as of the date of this Amendment.

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6.Waiver of Notice. Each of the Parties hereto waives any prior notice and any notice period that may be required by any other agreement or document in connection with the execution of this Amendment.

7.Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

8.GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

9.Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURES ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

DTFC:

DOLLAR THRIFTY FUNDING CORP.,

an Oklahoma corporation

By: ______________________________________

Pamela S. Peck

Vice President and Treasurer

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LIQUIDITY AGENT:

CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

SERIES 1998-1 LETTER OF CREDIT PROVIDER:

CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$55,000,000 CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$55,000,000 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$35,000,000 THE BANK OF NOVA SCOTIA

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$50,000,000 ABN AMRO BANK N.V.

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$35,000,000 CREDIT INDUSTRIEL ET COMMERCIAL

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$50,000,000 BNP PARIBAS

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$50,000,000 BANK OF MONTREAL

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$25,000,000 COMERICA BANK

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$55,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$50,000,000 LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$25,000,000 KEYBANK NATIONAL ASSOCIATION

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$25,000,000 WELLS FARGO BANK, N.A.

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$25,000,000 MIZUHO CORPORATE BANK, LTD.

By: ______________________________________

Name: ______________________________

Title: _______________________________

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LIQUIDITY COMMITMENT: LIQUIDITY LENDER:

$25,000,000 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

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