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

June 25, 2007

Date of Report (Date of earliest event reported)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13647	73-1356520
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	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

Renewal of Conduit Facility

Rental Car Finance Corp. (the “Company”), a special purpose financing subsidiary of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTG”), amended its existing asset backed Variable Funding Note Purchase Facility (the “Conduit”) effective June 25, 2007 by renewing the facility for a 364-day period. The maximum size of the Conduit was reduced from $425 million to $300 million. This reduction in capacity is due to the $250 million term loan B that DTG entered into on June 15, 2007 as part of the senior secured credit facilities. The participants in the Conduit or their respective affiliates are also participants in other credit facilities of DTG and subsidiaries.

The foregoing description of the renewal of the Conduit is qualified in its entirety by reference to the documents attached hereto as Exhibit 4.185 through Exhibit 4.186 and Exhibit 4.190 and are incorporated herein by reference.

Renewal of Commercial Paper Program and Liquidity Facility

Dollar Thrifty Funding Corp., a special purpose financing subsidiary of DTG, amended its existing commercial paper program (the “Commercial Paper Program”) effective June 25, 2007 by renewing the facility for a 364-day period. The maximum size of the Commercial Paper Program decreased from $649 million to $545 million. The Commercial Paper Program is supported by an amendment to renew the liquidity lending facility (the “Liquidity Facility”). The Liquidity Facility maximum size decreased from $560 million to $460 million. The reduction in capacity is due to the $250 million term loan B that DTG entered into on June 15, 2007 as part of the senior secured credit facilities. The majority of the participants in the Liquidity Facility or their respective affiliates are also participants in other credit facilities of DTG and subsidiaries.

The foregoing descriptions of the renewal of the Commercial Paper Program and the Liquidity Facility are qualified in their entirety by reference to the documents attached hereto as Exhibit 4.187 through Exhibit 4.190 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.

2

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No. Description

4.185 Amendment No. 12 to Note Purchase Agreement dated as of June 19, 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 JPMorgan Chase Bank, National Association

4.186 Amendment No. 1 to Amended and Restated Series 2000-1 Supplement dated as of June 19, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, The Bank of Nova Scotia, ABN AMRO Bank N.V., JPMorgan Chase Bank, National Association, BNP Paribas, New York Branch, Mizuho Corporate Bank, Ltd. and Working Capital Management Co., LP

4.187 Extension Agreement dated as of June 19, 2007 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas

4.188 Amendment No. 12 to Liquidity Agreement dated as of June 19, 2007 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas

4.189 Amendment No. 1 to Second Amended and Restated Series 1998-1 Supplement dated as of June 19, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, and Dollar Thrifty Funding Corp.

4.190 Amendment No. 1 dated as of June 19, 2007 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II) among Rental Car Finance Corp., DTG Operations, Inc. and Dollar Thrifty Automotive Group, Inc.

3

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)

June 27, 2007 By: /s/ STEVEN B. HILDEBRAND

Steven B. Hildebrand

Senior Executive Vice President, Chief Financial

Officer, Principal Financial Officer and Principal

Accounting Officer

4

INDEX TO EXHIBITS

Exhibit No. Description

4.185 Amendment No. 12 to Note Purchase Agreement dated as of June 19, 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 JPMorgan Chase Bank, National Association

4.186 Amendment No. 1 to Amended and Restated Series 2000-1 Supplement dated as of June 19, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, The Bank of Nova Scotia, ABN AMRO Bank N.V., JPMorgan Chase Bank, National Association, BNP Paribas, New York Branch, Mizuho Corporate Bank, Ltd. and Working Capital Management Co., LP

4.187 Extension Agreement dated as of June 19, 2007 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas

4.188 Amendment No. 12 to Liquidity Agreement dated as of June 19, 2007 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas

4.189 Amendment No. 1 to Second Amended and Restated Series 1998-1 Supplement dated as of June 19, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, and Dollar Thrifty Funding Corp.

4.190 Amendment No. 1 dated as of June 19, 2007 to Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II) among Rental Car Finance Corp., DTG Operations, Inc. and Dollar Thrifty Automotive Group, Inc.

5

EX-4

Exhibit 4.185

AMENDMENT NO. 12

TO NOTE PURCHASE AGREEMENT

DATED AS OF JUNE 19, 2007

This AMENDMENT NO. 12 TO NOTE PURCHASE AGREEMENT, dated as of June 19, 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 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (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 that certain Amendment No. 1 to Note Purchase Agreement, dated as of April 20, 2001; by that certain Amendment No. 2 to Note Purchase Agreement, dated as of January 31, 2002; by that certain Amendment No. 3 to Note Purchase Agreement, dated as of April 16, 2002; by that certain Addendum to Note Purchase Agreement, dated as of August 15, 2002; by that certain Amendment No. 4 to Note Purchase Agreement, dated as of December 12, 2002; by that certain Amendment No. 5 to Note Purchase Agreement, dated as of March 18, 2003; by that certain Amendment No. 6 to Note Purchase Agreement, dated as of December 10, 2003; by that certain Amendment No. 7 to Note Purchase Agreement, dated as of March 24, 2004; by that certain Amendment No. 8 to Note Purchase Agreement, dated as of March 22, 2005; by that certain Amendment No. 9 to Note Purchase Agreement, dated as of February 1, 2006; by that certain Amendment No. 10 to Note Purchase Agreement, dated as of March 17, 2006; and by that certain Amendment No. 11 to Note Purchase Agreement, dated as of March 20, 2007 (the “Note Purchase Agreement”).

B. RCFC and the Trustee entered into that certain Amended and Restated Series 2000-1 Supplement, dated as of February 14, 2007 (the “Supplement”).

C. Simultaneously herewith, RCFC and Trustee are entering into that certain Amendment No. 1 to the Supplement (such amendment, together with this Amendment, the “Series 2000-1 Amendments”).

D. 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, the following terms shall have the meanings set forth below:

a. “Amendment Effective Date” means the later of (i) June 25, 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. Amendments. 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 to the following amendments to the Note Purchase Agreement:

a. The following definitions in Section 1.01 of the Note Purchase Agreement are hereby amended in their entirety to read as follows:

1. “Expiration Date” means June 20, 2008, as such date may be extended by agreement in writing of the parties hereto.

2. “Ownership Group” means each of the following groups of Note Purchasers:

(i) The Bank of Nova Scotia (“BNS”), Deutsche Bank AG, acting through its New York Branch (“Deutsche Bank”), Liberty Street Funding Corp., and any other Conduit Purchaser administered by BNS or any of BNS’s Affiliates (the “BNS Ownership Group”).

(ii)ABN AMRO Bank N.V. (“ABN”), Amsterdam Funding Corporation, and any other Conduit Purchaser administered by ABN or any of ABN’s Affiliates (the “ABN Ownership Group”).

(iii)JPMorgan Chase Bank, National Association (“JPMorgan”), Park Avenue Receivables Company, LLC, and any other Conduit Purchaser administered by JPMorgan or any of JPMorgan’s Affiliates (the “JPMorgan Ownership Group”).

(iv)BNP Paribas, New York Branch (“BNP Paribas”), Starbird Funding Corporation, and any other Conduit Purchaser administered by BNP Paribas or any of BNP Paribas’s Affiliates (the “BNP Paribas Ownership Group”).

(v)Working Capital Management Co., LP, and any other Conduit Purchaser administered by Mizuho Corporate Bank, Ltd. (“Mizuho”) or any of Mizuho’s Affiliates (the “Mizuho Ownership Group”).

(vi)Each Managing Agent and its related Conduit Purchasers and Committed Purchasers as shall become parties to the Series 2000-1 Note Purchase Agreement (each an “Additional Ownership Group”).

By way of example and for avoidance of doubt, each of the BNS Ownership Group, the ABN Ownership Group, the JPMorgan Ownership Group, the BNP Paribas Ownership Group, the Mizuho Ownership Group and any Additional Ownership Group is a separate Ownership Group. An assignee of a Committed Purchaser shall belong, to the extent of such assignment, to the same Ownership Group as the assigning Committed Purchaser. A Committed Purchaser may belong to more than one Ownership Group at a time.

b. Schedule I to the Note Purchase Agreement is hereby deleted in its entirety and replaced with the revised Schedule I attached hereto as Exhibit A.

c. Schedule II to the Note Purchase Agreement is hereby deleted in its entirety and replaced with the revised Schedule II attached hereto as Exhibit B and the definition of “Group Funding Limit” is hereby amended to refer to the revised Schedule II attached hereto as Exhibit B.

d.Schedule III to the Note Purchase Agreement is hereby deleted in its entirety and replaced with the revised Schedule III attached hereto as Exhibit C and the definition of “Purchaser Percentage” is hereby amended to refer to the revised Schedule III attached hereto as Exhibit C.

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 the Series 2000-1 Amendments and the Administrative Agent Fee Letter, dated as of the date hereof, signed by the parties thereto.

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 the Managing Agents shall have received copies of (i) the Certificate of Incorporation and the By-Laws of RCFC, DTAG and DTG Operations, Inc. (“DTG Operations”), (ii) the board of directors resolutions of RCFC, DTAG and DTG Operations with respect to the transactions contemplated by the Series 2000-1 Amendments, and (iii) incumbency certificate of RCFC, DTAG and DTG Operations, each certified by appropriate corporate authorities.

d. Counsel to RCFC, DTAG and DTG Operations shall have delivered to the Managing Agents favorable opinions, dated the Amendment Effective Date, reasonably satisfactory in form and substance to the Managing Agents and their counsel, covering due authorization and such other matters as any Managing Agent shall reasonably request.

e. Special New York counsel to RCFC, DTAG and DTG Operations shall have delivered favorable opinions, dated the Amendment Effective Date and reasonably satisfactory in form and substance to the Managing Agents and their counsel, covering enforceability and such other matters as any Managing Agent shall reasonably request.

f. The Administrative Agent and the 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.

g. All Governmental Actions of all Governmental Authorities required with respect to the transactions contemplated by the Series 2000-1 Amendments shall have been obtained or made.

h. 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.

i. The Administrative Agent and Managing Agents shall have received such other documents, instruments, certificates, opinions and approvals as they may reasonably request.

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 the Series 2000-1 Amendments and the Series Documents, as amended by the Series 2000-1 Amendments (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 of 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 the Series 2000-1 Amendments by RCFC or the consummation by RCFC of the transactions contemplated thereby or by the Amended Series Documents.

c. Each of the Series 2000-1 Amendments has been duly authorized, executed and delivered by RCFC, and the Series 2000-1 Amendments 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.

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 the Series 2000-1 Amendments 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.

a. Upon and after the effectiveness of this Amendment, each reference in the Note Purchase Agreement to “this Agreement”, “hereunder”, “hereof” 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.

[Signature Pages Follow]

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

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent

By: _____________________________________

Name:

Title:

By: _____________________________________

Name:

Title:

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:

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:

PARK AVENUE RECEIVABLES COMPANY, LLC, as a 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, as a Committed Purchaser and as the Managing Agent for the JPMorgan Ownership Group

By: _____________________________________

Name:

Title:

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:

WORKING CAPITAL MANAGEMENT CO., LP, as a 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:

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:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Series 2000-1 Letter of Credit Provider

By: _____________________________________

Name:

Title:

By: _____________________________________

Name:

Title:

EXHIBIT A

SCHEDULE I

ADDRESSES FOR NOTICE

In the case of RCFC:

Rental Car Finance Corp.

5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: Pamela S. Peck

Facsimile: (918) 669-2301

In the case of the Master Servicer:

Dollar Thrifty Automotive Group, Inc.

5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: Pamela S. Peck

Facsimile: (918) 669-2301

In the case of the Administrative Agent:

JPMorgan Chase Bank, N.A.

10 South Dearborn St, 13th Floor

Chicago, Illinois 60603

Attention: Alan English

Facsimile: (312) 732-3600

Telephone: (312) 732-7985

In the case of the Conduit Purchasers:

Liberty Street Funding Corp.

c/o Global Securitization Services, LLC

1 Liberty Plaza, 24^th Floor

New York, New York 10006

Attention: Cheryl Williams

Facsimile: (212) 225-6465

Telephone: (212) 225-5441

With a copy to:

The Bank of Nova Scotia

One Liberty Plaza, 26th Floor

New York, New York 10006

Attention: Darren Ward

Facsimile: (212) 225-5274

Telephone: (212) 225-5264

____________

Amsterdam Funding Corporation

c/o Global Securitization Services, LLC

114 West 47th Street, Suite 1715

New York, New York 10036

Attention: Geovanni Guerra

Facsimile: (312) 904-4350

Telephone: (312) 904-9086

With a copy to:

ABN AMRO Bank N.V.

540 West Madison Street

Chicago, Illinois 60661

Attention: Chris Burke/Dave Donofrio

Facsimile: (312) 992-1527

Telephone: (312) 904-6305/(312) 904-9517

____________

Park Avenue Receivables Company, LLC

10 South Dearborn St, 13th Floor

Chicago, Illinois 60603

Attention: ABS Treasury Department – D’Andrea Anderson

Facsimile: (312) 732-1844

Telephone: (312) 732-7206

With a copy to:

JPMorgan Chase Bank, N.A.

10 South Dearborn St, 13th Floor

Chicago, Illinois 60603

Attention: Alan English

Facsimile: (312) 732-3600

Telephone: (312) 732-7985

____________

Starbird Funding Corporation

c/o J.H. Management Corporation

One International Place, Room 3218

Boston, Massachusetts 02110-2916

Attention: Douglas Donaldson

Facsimile: (617) 951-7050

Telephone: (617) 951-7690

____________

Working Capital Management Co., LP

c/o Mizuho Corporate Bank, Ltd.

1251 Avenue of the Americas

New York, New York 10020

Attention: Conduit Management Group, David Nunez

Facsimile: (212) 354-7434

Telephone: (212) 282-3635/3633/3653

With a copy to:

Johan Andreasson

Mizuho Corporate Bank, Ltd.

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 282-4105

Telephone: (212) 282-3544

In the case of the Committed Purchasers and the Managing Agents:

Deutsche Bank AG, New York Branch

c/o Deutsche Bank Trust Company Americas

90 Hudson Street

MS: JCY05-0199

Jersey City, New Jersey 07302

Attention: Cheryl Mandelbaum

Facsimile: (201) 593-2313

Telephone: (201) 593-2231

With a copy to:

Deutsche Bank AG, New York Branch

60 Wall Street

MS: NYC60-1915

New York, New York 10005

Attention: Tina Gu/Sarah Blades

Facsimile: (212) 797-5150

Telephone: (212) 250-0357/(212) 250-4153

____________

The Bank of Nova Scotia

One Liberty Plaza, 26^th Floor

New York, New York 10006

Attention: Darren Ward

Facsimile: (212) 225-5274

Telephone: (212) 225-5264

With a copy to:

The Bank of Nova Scotia

One Liberty Plaza, 26th Floor

New York, New York 10006

Attention: Neetua Mohan

Facsimile: (212) 225-5274

Telephone: (212) 225-5286

____________

ABN AMRO Bank N.V.

540 West Madison Street, Suite 2131

Chicago, Illinois 60661

Attention:  Chris Burke/Dave Donofrio

Facsimile:  (312) 992-1527

Telephone: (312) 904-6305/(312) 904-9517

____________

JPMorgan Chase Bank, N.A.

10 South Dearborn St, 13th floor

Chicago, Illinois 60603

Attention: Alan English

Facsimile: (312) 732-3600

Telephone: (312) 732-7985

____________

BNP Paribas, New York Branch

787 Seventh Avenue

New York, New York 10019

Attention: Brian Leach

Facsimile: (212) 841-2689

Telephone: (212) 841-2085

____________

Mizuho Corporate Bank, Ltd., as a Managing Agent

1251 Avenue of the Americas

New York, New York 10020

Attention: Conduit Management Group, Johan Andreasson

Facsimile: (212) 282-4105

Telephone: (212) 282-3544

or

Working Capital Management Co., LP, as a Committed Purchaser

c/o Mizuho Corporate Bank, Ltd.

1251 Avenue of the Americas

New York, New York 10020

Attention: Conduit Management Group, David Nunez

Facsimile: (212) 354-7434

Telephone: (212) 282-3635/3633/3653

EXHIBIT B

SCHEDULE II

GROUP FUNDING LIMITS

Ownership Group Group Funding Limit

BNS Ownership Group 100 million dollars ($100,000,000)¹

ABN Ownership Group 50 million dollars ($50,000,000)

JPMorgan Ownership Group 50 million dollars ($50,000,000)

BNP Paribas Ownership Group 50 million dollars ($50,000,000)

Mizuho Ownership Group 50 million dollars ($50,000,000)

_________________________

¹ Aggregate amount for both The Bank of Nova Scotia and Deutsche Bank AG.

EXHIBIT C

SCHEDULE III

PURCHASER PERCENTAGES

Managing Agent Conduit Purchaser Committed Purchaser Purchaser Percentage

The Bank of Liberty Street The Bank of Nova Scotia 16.66667%

Nova Scotia Funding Corp.

Liberty Street Deutsche Bank AG 16.66667%

Funding Corp.

ABN AMRO Amsterdam Funding ABN AMRO Bank N.V. 16.66667%

Bank N.V. Corporation

JPMorgan Chase Park Avenue JPMorgan Chase Bank, 16.66667%

Bank, National Receivables National Association

Association Company, LLC

BNP Paribas, Starbird Funding BNP Paribas 16.66667%

New York Branch Corporation New York Branch

Mizuho Corporate Working Capital Working Capital 16.66667%

Bank, Ltd. Management Co., LP Management Co., LP

EX-4

Exhibit 4.186

AMENDMENT NO. 1

TO AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT

Dated as of June 19, 2007

This AMENDMENT NO. 1 TO AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT, dated as of June 19, 2007 (this “Amendment”) is among Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), DTG Operations, Inc., an Oklahoma corporation (“DTG Operations”), Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), Deutsche Bank Trust Company Americas, a New York banking corporation (the “Trustee”), Deutsche Bank Trust Company Americas, a New York banking corporation, as the Series 2000-1 Letter of Credit Provider (“DBTCA”), The Bank of Nova Scotia, in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“Scotia”), ABN AMRO Bank N.V. in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“ABN”), JPMorgan Chase Bank, National Association, in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“JPMorgan”) and BNP Paribas, New York Branch, in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“BNP Paribas”), Mizuho Corporate Bank, Ltd., in its capacity as Managing Agent (“Mizuho”), Working Capital Management Co., LP, as a Series 2000-1 Noteholder (“WCMC”; Scotia, ABN, JPMorgan, BNP Paribas and WCMC are collectively referred to herein as the “Series 2000-1 Noteholders”).

RECITALS:

A. RCFC, as Issuer, and the Trustee entered into that certain Amended and Restated Base Indenture dated as of February 14, 2007 (the “Base Indenture”).

B. RCFC and the Trustee entered into that certain Amended and Restated Series 2000-1 Supplement, dated as of February 14, 2007 (the “Supplement”).

C. The parties hereto wish to amend the Supplement 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 Supplement.

2.Amendments. Upon the terms and subject to the conditions set forth in this Amendment, the parties hereto hereby agree, effective as of the Amendment Effective Date (as such term is defined in that certain Amendment No. 12 to Note Purchase Agreement, dated as of the date hereof, among RCFC, DTAG, the Conduit Purchasers, the Committed Purchasers, the Managing Agents and the Administrative Agent), that the Supplement is hereby amended as follows:

(a)The definition of “Administrative Agent” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Administrative Agent” means JPMorgan Chase Bank, National Association, and its successors and assigns.

(b)The definition of “Committed Purchasers” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Committed Purchasers” means, collectively, ABN, BNS, Deutsche Bank, JPMorgan, BNP Paribas and WCMC, as each such term is defined in the definition of “Ownership Group,” and any of their successors and permitted assigns, and such other purchasers as shall become parties to the Series 2000-1 Note Purchase Agreement as Committed Purchasers.

(c)The definition of “Conduit Purchasers” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Conduit Purchasers” means, collectively, Liberty Street Funding Corp., Amsterdam Funding Corporation, Park Avenue Receivables Company, LLC, Starbird Funding Corporation and Working Capital Management Co., LP and any of their successors and permitted assigns, and such other purchasers as shall become parties to the Series 2000-1 Note Purchase Agreement as Conduit Purchasers.

(d)The definition of “Managing Agents” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Managing Agents” means, collectively, ABN, BNS, JPMorgan, BNP Paribas and Mizuho, as each such term is defined in the definition of “Ownership Group,” and any of their successors and permitted assigns, and such other Persons as shall become parties to the Series 2000-1 Note Purchase Agreement as Managing Agents.

(e)The definition of “Ownership Group” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Ownership Group” means each of the following groups of Note Purchasers:

(i) The Bank of Nova Scotia (“BNS”), Deutsche Bank AG, acting through its New York Branch (“Deutsche Bank”), Liberty Street Funding Corp., and any other Conduit Purchaser administered by BNS or any of BNS’s Affiliates (the “BNS Ownership Group”).

(ii)ABN AMRO Bank N.V. (“ABN”), Amsterdam Funding Corporation, and any other Conduit Purchaser administered by ABN or any of ABN’s Affiliates (the “ABN Ownership Group”).

(iii)JPMorgan Chase Bank, National Association (“JPMorgan”), Park Avenue Receivables Company, LLC, and any other

2

Conduit Purchaser administered by JPMorgan or any of JPMorgan’s Affiliates (the “JPMorgan Ownership Group”).

(iv)BNP Paribas, New York Branch (“BNP Paribas”), Starbird Funding Corporation, and any other Conduit Purchaser administered by BNP Paribas or any of BNP Paribas’s Affiliates (the “BNP Paribas Ownership Group”).

(v)Working Capital Management Co., LP, and any other Conduit Purchaser administered by Mizuho Corporate Bank, Ltd. (“Mizuho”) or any of Mizuho’s Affiliates (the “Mizuho Ownership Group”).

(vi)Each Managing Agent and its related Conduit Purchasers and Committed Purchasers as shall become parties to the Series 2000-1 Note Purchase Agreement (each an “Additional Ownership Group”).

By way of example and for avoidance of doubt, each of the BNS Ownership Group, the ABN Ownership Group, the JPMorgan Ownership Group, the BNP Paribas Ownership Group, the Mizuho Ownership Group and any Additional Ownership Group is a separate Ownership Group. An assignee of a Committed Purchaser shall belong, to the extent of such assignment, to the same Ownership Group as the assigning Committed Purchaser. A Committed Purchaser may belong to more than one Ownership Group at a time.

(f)The definition of “Maximum Non-Program Percentage” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Maximum Non-Program Percentage” means, with respect to Non-Program Vehicles, (a) if the average of the Measurement Month Averages for any three Measurement Months during the twelve month period preceding any date of determination shall be less than eighty-five percent (85%), 0% or such other percentage amount (which will not be in excess of sixty percent (60%) without the prior written consent of each Enhancement Provider) agreed upon by the Lessor and each of the Lessees, subject to the prior written consent of the Managing Agents, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; and (b) at all other times, sixty percent (60%) or such other percentage amount agreed upon by the Lessor and each of the Lessees, subject to the prior written consent of the Managing Agents and each Enhancement Provider, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; provided, however, that any Program Vehicle that is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy having occurred with respect to the Manufacturer thereof shall be deemed to be a Program Vehicle for purposes of determining compliance with the Maximum Non-Program Percentage.”

(g)The definition of “Series 2000-1 Letter of Credit Provider” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

3

“Series 2000-1 Letter of Credit Provider” means Deutsche Bank Trust Company Americas, a New York banking corporation, or such other Person providing the Series 2000-1 Letter of Credit in accordance with the terms of this Supplement and the Master Lease.

(h)The definition of “Series 2000-1 Program Enhancement Percentage” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Series 2000-1 Program Enhancement Percentage” means, with respect to any date of determination, 14.5%.

(i)Section 4A.1 of the Supplement is hereby amended by deleting the amount “$425,000,000” and substituting in replacement thereof the amount “$300,000,000”.

(j)The Supplement is hereby amended by amending Schedule 1 referenced in the definition of “Maximum Manufacturer Percentage” in Article 2(b). The Schedule 1 attached hereto as Exhibit A amends, restates, replaces and supersedes in its entirety the current Schedule 1.

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 Supplement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Supplement, 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 Supplement specifically referred to herein, and any references in the Supplement to the provisions of the Supplement specifically referred to herein shall be to such provisions as amended by this Amendment.

4.Applicable Provisions. Pursuant to Section 11.2 of the Base Indenture and Section 8.6(a) of the Supplement, the Trustee, RCFC, the Servicers, Noteholders representing more than 50% of the Aggregate Principal Balance of the Series 2000-1 Notes and the Series 2000-1 Letter of Credit Provider may enter into an amendment of the Supplement provided that, as evidenced by an Opinion of Counsel, such amendment affects only the Series 2000-1 Noteholders.

5.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.

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

7.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.

4

8.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.

[SIGNATURE PAGES FOLLOW]

5

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

RCFC

RENTAL CAR FINANCE CORP.

By: ___________________________

Pamela S. Peck

Vice President and Treasurer

TRUSTEE

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

SERVICERS

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By: ___________________________

Pamela S. Peck

Vice President and Treasurer

DTG OPERATIONS, INC.

By: ___________________________

Pamela S. Peck

Treasurer

S-1

SERIES 2000-1 LETTER OF CREDIT PROVIDER

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

MANAGING AGENTS AND SERIES 2000-1 NOTEHOLDERS

ABN AMRO BANK N.V.

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

THE BANK OF NOVA SCOTIA

By: ___________________________

Name:

Title:

JPMORGAN CHASE BANK,

NATIONAL ASSOCIATION

By: ___________________________

Name:

Title:

S-2

BNP PARIBAS, NEW YORK BRANCH

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

MIZUHO CORPORATE BANK, LTD., as a Managing Agent

By: ___________________________

Name:

Title:

WORKING CAPITAL MANAGEMENT CO., LP, as a Series 2000-1 Noteholder

By: ___________________________

Name:

Title:

S-3

EXHIBIT A

SCHEDULE 1

Schedule of Maximum Manufacturer Percentages of Group II Vehicles

Eligible Manufacturer	Maximum Program Percentage*	Maximum Non-Program Percentage*
DaimlerChrysler	100%	60%
Ford	100%	60%
Toyota	100%	60%
General Motors	100%	60%
Honda	0%	60%
Nissan	0%	60%
Volkswagen	0%	60%
Mazda	0%	Up to 25% (4)
Subaru	0%	Up to 15% (1) (2) (4)
Suzuki	0%	Up to 15% (1) (2) (4)
Mitsubishi	0%	Up to 15% (1) (2) (4)
Isuzu	0%	Up to 15% (1) (2) (4)
Kia	0%	Up to 5% (2) (3) (4)
Hyundai	0%	Up to 8% (2) (3) (4)
BMW	0%	Up to 3% (2) (4) (5)
Jaguar	0%	Up to 3% (2) (4) (5)
Mercedes-Benz	0%	Up to 3% (2) (4) (5)

_____________________

(1) The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi or Isuzu shall not exceed 15% of the Aggregate Asset Amount.

(2) The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, BMW, Jaguar, or Mercedes-Benz shall not exceed 25% of the Aggregate Asset Amount.

(3) The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by Kia and Hyundai shall not exceed 10% of the Aggregate Asset Amount.

(4) The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by Mazda, Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, BMW, Jaguar, or Mercedes-Benz shall not exceed 40% of the Aggregate Asset Amount.

(5) The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by BMW, Jaguar, or Mercedes-Benz shall not exceed 6% of the Aggregate Asset Amount.

* As a percentage of Group II Collateral

EX-4

EXHIBIT 4.187

EXTENSION AGREEMENT

dated as of June 19, 2007

among

DOLLAR THRIFTY FUNDING CORP.,

an Oklahoma corporation

CERTAIN FINANCIAL INSTITUTIONS,

as the Liquidity Lenders

CREDIT SUISSE,

ACTING THROUGH ITS NEW YORK BRANCH,

as Liquidity Agent

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Series 1998-1 Letter of Credit Provider

EXTENSION AGREEMENT

THIS EXTENSION AGREEMENT (this “Agreement”), dated as of June 19, 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 (the “Liquidity Agent”) and Deutsche Bank Trust Company Americas, as Series 1998-1 Letter of Credit Provider (the “Series 1998-1 Letter of Credit Provider”), 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 the Liquidity Agreement dated as of February 24, 2003, (vii) Amendment No. 7 to the 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; (xi) Amendment No. 11 to Liquidity Agreement dated as of March 20, 2007; and (xii) Amendment No. 12 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 June 25, 2007 to June 20, 2008.

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.

1

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 June 25, 2007 until June 20, 2008.

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.

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]

2

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.

By: ______________________________________

Pamela S. Peck

Vice President and Treasurer

LIQUIDITY AGENT:

CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

SERIES 1998-1 LETTER OF CREDIT PROVIDER:

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-1

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$45,000,000 CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-2

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$45,000,000 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-3

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$25,000,000 THE BANK OF NOVA SCOTIA

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-4

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$42,500,000 ABN AMRO BANK N.V.

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-5

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$35,000,000 CREDIT INDUSTRIEL ET COMMERCIAL

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-6

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$42,500,000 BNP PARIBAS, NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-7

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$42,500,000 BANK OF MONTREAL

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-8

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$25,000,000 COMERICA BANK

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-9

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$40,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-10

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$42,500,000 LANDESBANK HESSEN-THÜRINGEN

GIROZENTRALE

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-11

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

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

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-12

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

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

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-13

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

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

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-14

EX-4

EXHIBIT 4.188

EXECUTION COPY

AMENDMENT NO. 12

TO

LIQUIDITY AGREEMENT

dated as of June 19, 2007

among

DOLLAR THRIFTY FUNDING CORP.,

an Oklahoma corporation

CERTAIN FINANCIAL INSTITUTIONS,

as the Liquidity Lenders

CREDIT SUISSE,

ACTING THROUGH ITS NEW YORK BRANCH,

as Liquidity Agent

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Series 1998-1 Letter of Credit Provider

AMENDMENT NO. 12

TO LIQUIDITY AGREEMENT

This Amendment No. 12 to Liquidity Agreement dated as of June 19, 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 (“CS”) and Deutsche Bank Trust Company Americas, as Series 1998-1 Letter of Credit Provider (“DBTCA”) (DTFC, the Liquidity Lenders, CS and DBTCA 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, 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 March 20, 2007; and

B.           Contemporaneously herewith, the Parties are entering into that certain Extension Agreement whereby the Scheduled Liquidity Commitment Termination Date is being extended on June 25, 2007 until June 20, 2008; 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 as follows:

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

“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 June 25, 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 June 19, 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, DBTCA, 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.

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]

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.

By: ______________________________________

Pamela S. Peck

Vice President and Treasurer

LIQUIDITY AGENT:

CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

SERIES 1998-1 LETTER OF CREDIT PROVIDER:

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-1

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$45,000,000 CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-2

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$45,000,000 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-3

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$25,000,000 THE BANK OF NOVA SCOTIA

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-4

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$42,500,000 ABN AMRO BANK N.V.

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-5

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$35,000,000 CREDIT INDUSTRIEL ET COMMERCIAL

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-6

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$42,500,000 BNP PARIBAS

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-7

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$42,500,000 BANK OF MONTREAL

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-8

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$25,000,000 COMERICA BANK

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-9

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$40,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-10

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$42,500,000 LANDESBANK HESSEN-THÜRINGEN

GIROZENTRALE

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-11

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

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

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-12

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

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

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-13

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

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

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-14

EX-4

EXHIBIT 4.189

AMENDMENT NO. 1

TO SECOND AMENDED AND RESTATED SERIES 1998-1 SUPPLEMENT

DATED AS OF JUNE 19, 2007

This Amendment No. 1 to the Second Amended and Restated Series 1998-1 Supplement, dated as of June 19, 2007 (this “Amendment”) is among Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), DTG Operations, Inc., an Oklahoma corporation (“Operations”), Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee and Enhancement Agent (the “Trustee”), Deutsche Bank Trust Company Americas, as the Series 1998-1 Letter of Credit Provider (“DBTCA” or the “Series 1998-1 Letter of Credit Provider”) and Dollar Thrifty Funding Corp., an Oklahoma corporation, as the sole Series 1998-1 Noteholder (“DTFC”; RCFC, Operations, DTAG, the Trustee, DBTCA and DTFC are collectively referred to herein as the “Parties”).

RECITALS:

A.RCFC, as Issuer, and the Trustee entered into that certain Amended and Restated Base Indenture dated as of February 14, 2007 (the “Base Indenture”).

B.RCFC and the Trustee entered into that certain Second Amended and Restated Series 1998-1 Supplement, dated as of February 14, 2007 (the “Supplement”).

C.The Parties wish to amend the Supplement 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 Supplement and if not defined therein shall have the meaning set forth in the Definitions List attached as Schedule 1 to the Base Indenture.

2.Amendments. Upon the terms and subject to the conditions set forth in this Amendment, the Parties hereto hereby agree, effective as of June 25, 2007, that the Supplement is hereby amended as follows:

(a)The definition of “CP Enhancement Letter of Credit Application and Agreement” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“CP Enhancement Letter of Credit Application and Agreement” means the CP Enhancement Letter of Credit Application and Agreement, dated as of June 15, 2007, among DTFC, DTG Operations, those additional Subsidiaries of DTAG from time to time becoming parties thereunder, RCFC, DTAG and Deutsche Bank Trust Company Americas, in its capacity as the Series 1998-1 Letter of Credit Provider, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

(b)The definition of “Maximum Non-Program Percentage” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Maximum Non-Program Percentage” means, with respect to Non-Program Vehicles, (a) if the average of the Measurement Month Averages for any three Measurement Months during the twelve month period preceding any date of determination shall be less than eighty-five percent (85%), 0% or such other percentage amount (which will not be in excess of sixty percent (60%) without the prior written consent of each Enhancement Provider) agreed upon by the Lessor and each of the Lessees, subject to the Rating Agency Condition, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; and (b) at all other times, sixty percent (60%) or such other percentage amount agreed upon by the Lessor and each of the Lessees, subject to the Rating Agency Condition and prior written consent of each Enhancement Provider, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; provided, however, that any Program Vehicle that is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy having occurred with respect to the Manufacturer thereof shall be deemed to be a Program Vehicle for purposes of determining compliance with the Maximum Non-Program Percentage.”

(c)The definition of “Series 1998-1 Letter of Credit Provider” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Series 1998-1 Letter of Credit Provider” means Deutsche Bank Trust Company Americas, a New York banking corporation, or such other Person providing the Series 1998-1 Letter of Credit in accordance with the terms of this Supplement and the Master Lease.

(d)The definition of “Series 1998-1 Non-Program Enhancement Percentage” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Series 1998-1 Non-Program Enhancement Percentage” means, with respect to any date of determination, the greater of (a) an amount equal to (i) 100% minus (ii) an amount equal to (x) the Market Value Adjustment Percentage, minus (y) if the Non-Program Percentage is (A) equal to or less than 49.99%, 16%; (B) greater than or equal to 50.0% but less than or equal to 54.99%, 17.25%; (C) greater than or equal to 55.0% but less than or equal to 59.99%, 18.25%; or (D) greater than or equal to 60.0%, 19%; and (b) if the Non-Program Percentage is (A) equal to or less than 49.99%, 16%; (B) greater than or equal to 50.0% but less than or equal to 54.99%, 17.25%; (C) greater than or equal to 55.0% but less than or equal to 59.99%, 18.25%; or (D) greater than or equal to 60.0%, 19%; providedthat, with respect to each of clause (a) and clause (b) of this definition, if a Manufacturer of Program Vehicles is a Bankrupt Manufacturer and as a result the Non-Program Percentage is greater than 60%, the Series 1998-1 Non-Program Enhancement Percentage shall be 22.5%.

2

(e)The Supplement is hereby amended by amending Schedule 1 referenced in the definition of “Maximum Manufacturer Percentage” in Article 2(b). The Schedule 1 attached hereto as Exhibit A amends, restates, replaces and supersedes in its entirety the current Schedule 1.

(f)The Supplement is hereby amended by adding the following definitions to Article 2(b) in the proper alphabetical order:

“Bankrupt Manufacturer” means, as of any day, each Manufacturer for which an Event of Bankruptcy has occurred; provided that any such Manufacturer for which an Event of Bankruptcy has occurred shall cease to constitute a Bankrupt Manufacturer when it has satisfied the Confirmation Condition.

“Confirmation Condition” with respect to any Bankrupt Manufacturer means a condition that is satisfied when the bankruptcy court having jurisdiction over the Bankrupt Manufacturer issues an order that remains in effect approving: (i) the assumption of the Bankrupt Manufacturer’s Vehicle Disposition Program (and the related Assignment Agreements) by the Bankrupt Manufacturer or the trustee in bankruptcy of the Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and, at the time of the assumption, all amounts due from the Bankrupt Manufacturer under the Vehicle Disposition Program have been paid and all other defaults by the Bankrupt Manufacturer under the Vehicle Disposition Program have been cured or (ii) the execution, delivery and performance by the Bankrupt Manufacturer of a new post-petition Eligible Vehicle Disposition Program (and the related Assignment Agreements) on substantially the same or better terms for the Manufacturer’s customers and covering vehicles with substantially the same characteristics as the vehicles covered by the Bankrupt Manufacturer’s Vehicle Disposition Program (and the related Assignment Agreements) in effect on the date the Bankrupt Manufacturer suffered an Event of Bankruptcy including any such Vehicles that remain subject to the Master Lease (but which may cover additional vehicles) and, at the time of the execution and delivery of the new post-petition Eligible Vehicle Disposition Program, all amounts due and payable by the Bankrupt Manufacturer under the Vehicle Disposition Program have been paid and all other defaults by the Bankrupt Manufacturer under the Vehicle Disposition Program have been cured.

“Non-Program Percentage” means, a fraction, expressed as a percentage, the numerator of which shall be the aggregate Net Book Value of all Non-Program Vehicles as of such date and the denominator of which shall be the aggregate Net Book Value of all Program Vehicles and Non-Program Vehicles as of such date.

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 Supplement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Supplement, 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 Supplement specifically referred to herein and any references in the Supplement to the provisions of the Supplement specifically referred to herein shall be to such provisions as amended by this Amendment.

3

4.Applicable Provisions. Pursuant to Section 11.2 of the Base Indenture and Section 8.6 of the Supplement, the Trustee, RCFC, the Servicers, the Required Noteholders of the Series 1998-1 Notes and the Series 1998-1 Letter of Credit Provider may enter into an amendment of the Supplement.

5.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.

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

7.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.

8.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.

[SIGNATURE PAGES FOLLOW]

4

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

RENTAL CAR FINANCE CORP.

By: ___________________________

Pamela S. Peck

Vice President and Treasurer

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and Enhancement Agent

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

S-1

Acknowledged and Consented to by:

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Master Servicer

By: _____________________________

Pamela S. Peck

Vice President and Treasurer

DTG OPERATIONS, INC.,as Servicer

By: _____________________________

Pamela S. Peck

Treasurer

DOLLAR THRIFTY FUNDING CORP.,

in its capacity as sole Series 1998-1 Noteholder

By: _____________________________

Pamela S. Peck

Vice President and Treasurer

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as the Series 1998-1 Letter of Credit Provider

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

S-1

EXHIBIT A

SCHEDULE 1

Schedule of Maximum Manufacturer Percentages of Group II Vehicles

Eligible Manufacturer	Maximum Program Percentage*	Maximum Non-Program Percentage*
DaimlerChrysler	100%	60%
Ford	100%	60%
Toyota	100%	60%
General Motors	100%	60%
Honda	0%	60%
Nissan	0%	60%
Volkswagen	0%	60%
Mazda	0%	Up to 25% (4)
Subaru	0%	Up to 15% (1) (2) (4)
Suzuki	0%	Up to 15% (1) (2) (4)
Mitsubishi	0%	Up to 15% (1) (2) (4)
Isuzu	0%	Up to 15% (1) (2) (4)
Kia	0%	Up to 5% (2) (3) (4)
Hyundai	0%	Up to 8% (2) (3) (4)
BMW	0%	Up to 3% (2) (4) (5)
Jaguar	0%	Up to 3% (2) (4) (5)
Mercedes-Benz	0%	Up to 3% (2) (4) (5)

_____________________

(1) The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi or Isuzu shall not exceed 15% of the Aggregate Asset Amount.

(2) The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, BMW, Jaguar, or Mercedes-Benz shall not exceed 25% of the Aggregate Asset Amount.

(3) The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by Kia and Hyundai shall not exceed 10% of the Aggregate Asset Amount.

(4) The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by Mazda, Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, BMW, Jaguar, or Mercedes-Benz shall not exceed 40% of the Aggregate Asset Amount.

(5) The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by BMW, Jaguar, or Mercedes-Benz shall not exceed 6% of the Aggregate Asset Amount.

* As a percentage of Group II Collateral

EX-4

EXHIBIT 4.190

EXECUTION COPY

AMENDMENT NO. 1

TO

AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE

AND SERVICING AGREEMENT (GROUP II),

dated as of February 14, 2007

among

RENTAL CAR FINANCE CORP.

as Lessor,

DTG OPERATIONS, INC.,

as Lessee and Servicer,

and those Subsidiaries of

Dollar Thrifty Automotive Group, Inc.

from time to time

becoming Lessees and Servicers thereunder

and

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

as Guarantor and Master Servicer

AMENDMENT NO. 1

TO AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (GROUP II)

This Amendment No. 1 to the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II), dated as of June 19, 2007 (“Amendment”), by and among Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations, Inc., an Oklahoma corporation (“DTG Operations”), and those Subsidiaries of DTAG (as defined below) from time to time becoming Lessees under the Group II Lease (as defined below) pursuant to Section 28 thereunder (each, an “Additional Lessee”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) (RCFC, DTG Operations, each Additional Lessee and DTAG are collectively referred to herein as the “Parties”).

RECITALS:

A.RCFC, as Lessor, DTG Operations, as Lessee and Servicer, those Subsidiaries of DTAG from time to time becoming Lessees and Servicers under the Group II Lease, and DTAG, as Guarantor and Master Servicer, entered into that certain Amended and Restated Master Motor Vehicle Lease and Servicing Agreement, dated as of February 14, 2007 (the “Group II Lease”); and

B.The Parties wish to amend and supplement the Group II Lease as provided herein pursuant to Section 22 thereof.

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 Group II Lease.

2. Amendment. The Group II Lease is hereby amended as follows:

(a)By deleting in its entirety the last sentence of Section 15.1.1 and replacing it with the following:

“The foregoing shall include, without limitation, any claim by any third party against the Lessor for personal injury, property or other damages arising out of any of the foregoing with respect to any such Vehicles;”

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 Group II Lease, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Group II Lease, 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 Group II Lease specifically referred to herein and any references in the Group II Lease to the provisions of the Group II Lease specifically referred to herein shall be to such provisions as amended by this Amendment.

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

5.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.

6.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]

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

LESSOR:

RENTAL CAR FINANCE CORP.

By:_______________________________

Pamela S. Peck

Vice President and Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: Pamela S. Peck

Telephone: (918) 669-2550

Facsimile: (918) 669-2301

LESSEES AND SERVICERS:

DTG OPERATIONS, INC.

By:_______________________________

Pamela S. Peck

Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: Pamela S. Peck

Telephone: (918) 669-2395

Facsimile: (918) 669-2301

GUARANTOR:

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By:_______________________________

Pamela S. Peck

Vice President and Treasurer

Address: 5330 East 31st Street

Tulsa, Oklahoma 74135

Attention: Pamela S. Peck

Telephone: (918) 660-7700

Facsimile: (918) 669-2301

The foregoing Amendment is hereby consented

and accepted as of the date first above written:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

By:_______________________________

Name:

Title:

By:_______________________________

Name:

Title:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Master Collateral Agent

By:_______________________________

Name:

Title:

By:_______________________________

Name:

Title:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Series 1998-1 Letter of Credit Provider

By:_______________________________

Name:

Title:

By:_______________________________

Name:

Title:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Series 2000-1 Letter of Credit Provider

By:_______________________________

Name:

Title:

By:_______________________________

Name:

Title: