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

May 8, 2008

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

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 May 8, 2008 by renewing the facility for a 364-day period. The maximum size of the Conduit was reduced from $300 million to $215 million. 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 4.193 through Exhibit 4.194 and Exhibit 4.198 through 4.199 and are incorporated herein by reference.

Renewal of Commercial Paper Program and Liquidity Facility

Dollar Thrifty Funding Corp. (“DTFC”), a special purpose financing subsidiary of DTG, amended its existing commercial paper program (the “Commercial Paper Program”) effective May 8, 2008 by renewing the facility for a 364-day period. The Commercial Paper Program has a maximum capacity of $800 million and is supported by an amendment to renew the liquidity lending facility (the “Liquidity Facility”). The Liquidity Facility size decreased from $460 million to $278 million. At any time, DTFC may only issue commercial paper in an amount that does not exceed the sum of the Liquidity Facility and the letter of credit supporting the commercial paper notes. 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 4.195 through Exhibit 4.199 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.

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ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No. Description

4.193 Amendment No. 13 to Note Purchase Agreement dated as of May 8, 2008 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers party thereto, the Committed Purchasers party thereto, the Managing Agents party thereto, and JPMorgan Chase Bank, N.A.

4.194 Amendment No. 2 to Amended and Restated Series 2000-1 Supplement dated as of May 8, 2008 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, The Bank of Nova Scotia, JPMorgan Chase Bank, N.A. and Deutsche Bank AG, New York Branch

4.195 Extension Agreement and Agreement to Revise or Terminate Certain Liquidity Commitments dated as of May 8, 2008 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas

4.196 Amendment No. 13 to Liquidity Agreement dated as of May 8, 2008 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas

4.197 Amendment No. 2 to Second Amended and Restated Series 1998-1 Supplement dated as of May 8, 2008 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas and Dollar Thrifty Funding Corp.

4.198 Amendment No. 2 dated as of May 8, 2008 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.

4.199 Master Consent Agreement dated as of May 8, 2008 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Thrifty Funding Corp., Deutsche Bank Trust Company Americas, Deutsche Bank AG, New York Branch, JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, Credit Suisse, acting through its New York Branch, Bank of Montreal, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Comerica Bank, Credit Industriel et Commercial and Wells Fargo Bank

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)

May 14, 2008 By: /s/ KIMBERLY D. PAUL

Kimberly D. Paul

Vice President and Chief Accounting Officer

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INDEX TO EXHIBITS

Exhibit No. Description

4.193 Amendment No. 13 to Note Purchase Agreement dated as of May 8, 2008 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., the Conduit Purchasers party thereto, the Committed Purchasers party thereto, the Managing Agents party thereto, and JPMorgan Chase Bank, N.A.

4.194 Amendment No. 2 to Amended and Restated Series 2000-1 Supplement dated as of May 8, 2008 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, The Bank of Nova Scotia, JPMorgan Chase Bank, N.A. and Deutsche Bank AG, New York Branch

4.195 Extension Agreement and Agreement to Revise or Terminate Certain Liquidity Commitments dated as of May 8, 2008 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas

4.196 Amendment No. 13 to Liquidity Agreement dated as of May 8, 2008 among Dollar Thrifty Funding Corp., certain financial institutions, as the Liquidity Lenders, Credit Suisse and Deutsche Bank Trust Company Americas

4.197 Amendment No. 2 to Second Amended and Restated Series 1998-1 Supplement dated as of May 8, 2008 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas and Dollar Thrifty Funding Corp.

4.198 Amendment No. 2 dated as of May 8, 2008 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.

4.199 Master Consent Agreement dated as of May 8, 2008 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Thrifty Funding Corp., Deutsche Bank Trust Company Americas, Deutsche Bank AG, New York Branch, JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, Credit Suisse, acting through its New York Branch, Bank of Montreal, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Comerica Bank, Credit Industriel et Commercial and Wells Fargo Bank

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EX-4

Exhibit 4.193

AMENDMENT NO. 13

TO NOTE PURCHASE AGREEMENT

DATED AS OF MAY 8, 2008

This AMENDMENT NO. 13 TO NOTE PURCHASE AGREEMENT, dated as of May 8, 2008 (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, N.A. (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; by that certain Amendment No. 11 to Note Purchase Agreement, dated as of March 20, 2007; and by that certain Amendment No. 12 to Note Purchase Agreement, dated as of June 19, 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, as amended by Amendment No. 1 to Amended and Restated Series 2000-1 Supplement, dated as of June 19, 2007 (the “Supplement”).

C.     Simultaneously herewith, RCFC and Trustee are entering into that certain Amendment No. 2 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) May 8, 2008 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 May 7, 2009, 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”), Liberty Street Funding LLC, and any other Conduit Purchaser administered by BNS or any of BNS’s Affiliates (the “BNS Ownership Group”).

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

(iii)      Deutsche Bank, AG, acting through its New York Branch (“Deutsche Bank”), Riverside Funding LLC, and any other Conduit Purchaser administered by Deutsche Bank or any of Deutsche Bank's Affiliates (the “Deutsche Bank Ownership Group”).

(iv)      Each Managing Agent and its related Conduit Purchasers and Committed Purchasers as shall become parties to this Agreement (each an “Additional Ownership Group”).

By way of example and for avoidance of doubt, each of the BNS Ownership Group, the JPMorgan Ownership Group, the Deutsche Bank 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. Section 8.01 is hereby amended to read in its entirety as follows:

So long as any Series 2000-1 Note remains outstanding, RCFC and DTAG will, at any time from time to time during regular business hours with reasonable notice to RCFC or DTAG, as the case may be, permit the Administrative Agent and the Managing Agents, or its or their agents or representatives to access the offices of, the Master Servicer, any Lessee, DTAG or RCFC (i) to examine,

inspect, audit, make copies of and abstracts from all books and records and documentation (including, without limitation, the Monthly Noteholders’ Statements) relating to the Collateral and to discuss the affairs, finances and accounts with their officers, directors, employees and independent public accountants and on such other terms as are provided to the Trustee under Section 7.8 of the Base Indenture, and (ii) to visit the offices and properties of, the Master Servicer, any Lessee, DTAG or RCFC for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to the Collateral, or the administration and performance of the Series 2000-1 Indenture and the other Series Documents with any of the officers or employees of, the Master Servicer, any Lessee, DTAG and/or RCFC, as applicable, having knowledge of such matters. RCFC and/or DTAG shall provide the Administrative Agent and the Managing Agents, or its or their agents or representatives (including any independent public accountant firm or other third party auditors) with the access described in this Section 8.01 for purposes of performing an audit of all the books and records and documentation (including, without limitation, the Monthly Noteholders’ Statements) relating to the Collateral and the Collateral at RCFC’s sole cost and expense once per year; provided that, upon the occurrence on any Potential Amortization Event or any Amortization Event, each of RCFC or DTAG, as applicable, shall provide the Administrative Agent and the Managing Agents, or its or their agents or representatives (including any independent public accountant firm or other third party auditors), at RCFC’s sole cost and expense, such access, for purposes of performing an audit or otherwise, without limitation as to frequency.

c.      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.

d.      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.

e.         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 Liquidity Commitment (as such term is defined in the Liquidity Agreement dated as of March 4, 1998, among Dollar Thrifty Funding Corp., the Liquidity Lenders thereunder, the Liquidity Agent thereunder, JPMorgan Chase Bank, N.A., not as a party but as Syndication Agent, and Deutsche Bank AG, New York Branch, not as a party but as Documentation Agent (as amended to the date hereof, the “Liquidity Agreement”)) of Deutsche Bank AG, New York Branch under the Liquidity Agreement shall have been terminated.

j.       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.      Group Funding Limits. Each of the undersigned hereby agrees that the Group Funding Limits of each Ownership Group from the date hereof through the Expiration Date shall be as set forth on Exhibit B. Each of the undersigned further agrees that, for the avoidance of doubt, the Group Funding Limit of any “Ownership Group” that was an “Ownership Group” prior to the date hereof, but is not included in the definition of “Ownership Group” after giving effect to this Amendment or included on Exhibit B, shall be terminated as of the date hereof (any such Ownership Group, a “Terminated Ownership Group”). As of the date hereof, each Terminated Ownership Group shall no longer constitute an “Ownership Group” under the Note Purchase Agreement, shall not have any rights or obligations (other than under Sections 12.07 and 12.10 of the Note Purchase Agreement) under the Note Purchase Agreement and shall no longer be bound by the terms and conditions set forth in the Note Purchase Agreement (other

than under Sections 12.07 and 12.10 of the Note Purchase Agreement). As of the date hereof, each Ownership Group that is hereby increasing its Group Funding Limit (any such Ownership Group, an “Increased Ownership Group”) shall be deemed automatically to have become a party to the Note Purchase Agreement with respect to the amount of such increase in its Group Funding Limit and shall have all rights and obligations of an “Ownership Group” under the Note Purchase Agreement to the extent of such increased amount. Each Increased Ownership Group agrees to be bound by the terms and conditions set forth in the Note Purchase Agreement with respect to such increased amount. For the avoidance of doubt, as of the date hereof, each Purchaser included in a Terminated Ownership Group shall not have any rights or obligations (other than under Sections 12.07 and 12.10 of the Note Purchase Agreement) under the Note Purchase Agreement and shall no longer be bound by the terms and conditions set forth in the Note Purchase Agreement (other than under Sections 12.07 and 12.10 of the Note Purchase Agreement).

8.      Certain Waivers. The parties hereto (a) solely in connection with the reduction and termination of the Group Funding Limits being terminated and reduced hereby, waive the requirements of Section 2.04 of the Note Purchase Agreement to the extent such provision of the Note Purchase Agreement requires (i) prior written notice and (ii) ratable reductions of the Group Funding Limits and (b) solely in connection with the increase of the Group Funding Limits being increased hereby, waive the requirements of Section 2.04(b) of the Note Purchase Agreement to the extent such provision of the Note Purchase Agreement requires thirty (30) days prior written notice for such increase to become effective.

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

10.    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.

11.    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, N.A., as Administrative Agent

By: _____________________________________

Name:

Title:

By: _____________________________________

Name:

Title:

LIBERTY STREET FUNDING LLC, 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:

RIVERSIDE FUNDING LLC, as a Conduit Purchaser

By: _____________________________________

Name:

Title:

DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Purchaser and as the Managing Agent for the Deutsche Bank Ownership Group

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, N.A., its attorney-in-fact

By: ______________________________________

Name:

Title:

JPMORGAN CHASE BANK, N.A., 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 LLC

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

____________

Riverside Funding LLC

c/o Global Securitization Services, LLC

445 Broad Hollow Road, Suite 239

Melville, NY 11747

Attention: Andrew Stidd

Facsimile: (212) 302-8330

Telephone: (631) 587-4700

With a copy to:

Deutsche Bank AG,

New York Branch

60 Wall Street

New York, New York 10005

Attention: Mary Connors

Telephone: (212) 250-4731

Telecopier: (212) 797-5150

____________

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

____________

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

____________

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

____________

EXHIBIT B

SCHEDULE II

GROUP FUNDING LIMITS

Ownership Group Group Funding Limit

BNS Ownership Group 75 million dollars ($75,000,000)

Deutsche Bank Ownership Group 90 million dollars ($90,000,000)

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

EXHIBIT C

SCHEDULE III

PURCHASER PERCENTAGES

Managing Agent Conduit Purchaser Committed Purchaser Purchaser Percentage

The Bank of Liberty Street The Bank of Nova Scotia 34.88%

Nova Scotia Funding LLC

JPMorgan Chase Park Avenue JPMorgan Chase Bank, 23.26%

Bank, N.A. Receivables N.A.

Company LLC

Deutsche Bank Riverside Funding Deutsche Bank AG, New 41.86%

AG, New York LLC York Branch

Branch

EX-4

Exhibit 4.194

AMENDMENT NO. 2

TO AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT

Dated as of May 8, 2008

This Amendment No. 2 to Amended and Restated Series 2000-1 Supplement, dated as of May 8, 2008 (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”), JPMorgan Chase Bank, N.A., in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“JPMorgan”) and Deutsche Bank AG, New York Branch, in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“Deutsche Bank”; JPMorgan, Scotia and Deutsche Bank 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, as amended by that certain Amendment No. 1 to Amended and Restated Series 2000-1 Supplement, dated as of June 19, 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 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 the Amendment Effective Date (as such term is defined in that certain Amendment No. 13 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 “Committed Purchasers” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Committed Purchasers” means, collectively, BNS, Deutsche Bank and JPMorgan, 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.

(b)       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 LLC, Park Avenue Receivables Company, LLC and Riverside Funding LLC 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.

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

“Credit Agreement” means the Credit Agreement, dated as of June 15, 2007, among DTAG, as the borrower, the various financial institutions as are or may become parties thereto, as lenders, Deutsche Bank Trust Company Americas, as the administrative agent for the lenders, The Bank of Nova Scotia, as the syndication agent for the lenders, and Deutsche Bank Securities Inc. and Scotia Capital as the joint lead arrangers and joint bookrunners, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

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

“Enhancement Letter of Credit Application and Agreement” means the Enhancement Letter of Credit Application and Agreement, dated as of June 15, 2007, among DTG Operations, those additional Subsidiaries of DTAG from time to time becoming parties thereunder, RCFC, DTAG and the Series 2000-1 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.

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

“Eurodollar Rate” means, with respect to a Committed Purchaser and any Eurodollar Tranche Period applicable to such Committed Purchaser, the sum of (a) LIBOR for such Eurodollar Tranche Period divided by 1 minus the “Reserve Requirement” plus (b) 3.50%, plus (c) following the occurrence and during the continuance of an Amortization Event, 1.50%; where “Reserve Requirement” means, for any Eurodollar Tranche Period, the maximum reserve requirement imposed on any Committed Purchaser during such Eurodollar Tranche Period on “eurocurrency liabilities” as currently defined in Regulation D of the Board of Governors of the Federal Reserve System.

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(f)        The definition of “IR Manufacturer” in Article 2(b) of the Supplement is hereby amended by replacing the term “IG Manufacturer” in clause (b) of the proviso thereto with the term “HR Manufacturer”.

(g)       The definition of “Limited Liquidation Event of Default” in Article 2(b) of the Supplement is hereby amended by deleting the phrase “specified in Sections 5.1(a) through (g)” and replacing in substitution thereof the phrase “specified in Sections 5.1(a) through (j)”.

(h)       The definition of “Liquidation Event of Default” in Article 2(b) of the Supplement is hereby amended by deleting the word “thereof” in clause (c) of such definition and replacing in substitution thereof the phrase “of the Base Indenture”.

(i)        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, BNS, JPMorgan and Deutsche Bank, 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.

(j)        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 seventy-five percent (75%) without the prior written consent of each Enhancement Provider with respect to the Series 2000-1 Notes) 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, seventy-five percent (75%) 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 with respect to the Series 2000-1 Notes, 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.

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

“Measurement Month” with respect to any date, means, each calendar month, or the smallest number of consecutive calendar months, preceding such date in which (a) at

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least 500 Non-Program Vehicles (other than any Excluded Non-Program Vehicles) were sold at Auction or otherwise and (b) at least one-twelfth of the aggregate Net Book Value of the Non-Program Vehicles (other than any Excluded Non-Program Vehicles) as of the last day of such calendar month or consecutive calendar months were sold at Auction or otherwise; provided that no calendar month included in a Measurement Month shall be included in any other Measurement Month; provided, further, that any Program Vehicle that is a Group II Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 90 days following the occurrence of such Manufacturer Event of Default for purposes of this definition and each instance in which this definition is used in this Supplement and as a result shall not be included in the determination of Measurement Month during such period.

(l)        The definition of “Measurement Month Average” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Measurement Month Average” means, with respect to Group II Vehicles and for any Measurement Month, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Disposition Proceeds of all Non-Program Vehicles (other than any Excluded Non-Program Vehicles) sold at Auction or otherwise during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which is the aggregate Net Book Value of such Non-Program Vehicles (other than any Excluded Non-Program Vehicles) on the dates of their respective sales; provided that any Program Vehicle that is a Group II Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 90 days following the occurrence of such Manufacturer Event of Default for purposes of this definition and each instance in which this definition is used in this Supplement and as a result shall not be included in the determination of Measurement Month Average during such period.

(m)      The definition of “Minimum Enhancement Amount” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Minimum Enhancement Amount” means, with respect to the Series 2000-1 Notes on any date of determination, the product of (i) the Series 2000-1 Required Enhancement Percentage, times (ii) an amount equal to the aggregate Series 2000-1 Invested Amount minus the product of (A) the aggregate amount of cash and Permitted Investments in the Group II Collection Account, the Exchange Agreement Group II Rights Value (to the extent of any value attributable to amounts on deposit in an Escrow Account) and, to the extent cash and Permitted Investments in the Master Collateral Account are allocable to the Trustee on behalf of the holders of the Group II Series of Notes as Beneficiary pursuant to the Master Collateral Agency Agreement, such cash and Permitted Investments in the Master Collateral Account as of such date, in each case to the extent such cash and Permitted Investments constitute Group II Collateral, times (B) the Series 2000-1 Invested Percentage as of such date.

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(n)       The definition of “Minimum Series 2000-1 Letter of Credit Amount” in Article 2(b) of the Supplement is hereby amended by deleting the percentage “5%” in clause (i)(x) of such definition and replacing in substitution thereof the percentage “6%”.

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

“Net Income” means, for any applicable period, the aggregate of all amounts which, in accordance with GAAP, would be included as net earnings (or net loss) on a consolidated statement of operations of DTAG and its Subsidiaries for such period (excluding therefrom (i) non-cash gains and non-cash charges arising from marking to market the fair value of Hedging Agreements in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” and any related income tax effects, and (ii) non-cash charges arising from all goodwill and other intangible asset impairments in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, and any related income tax effects).

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

“Net Worth” means, with respect to any Person at any date, on a consolidated basis for such Person and its Subsidiaries, the excess of: (a) the sum of capital stock (other than Redeemable Capital Stock) taken at par value, capital surplus (other than in respect of Redeemable Capital Stock) and retained earnings (or accumulated deficit) of such Person at such date; over (b) treasury stock of such Person and, to the extent included in the preceding clause (a), minority interests in Subsidiaries of such Person at such date (excluding therefrom, to the extent in determining Net Income which is reflected in such retained earnings (or accumulated deficit), (i) non-cash gains and non-cash charges arising from marking to market the fair value of Hedging Agreements in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” and any related income tax effects, and (ii) non-cash charges arising from all goodwill and other intangible asset impairments in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, and any related income tax effects).

(q)       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”), Liberty Street Funding LLC, and any other Conduit Purchaser administered by BNS or any of BNS’s Affiliates (the “BNS Ownership Group”).

(ii)       JPMorgan Chase Bank, N.A. (“JPMorgan”), Park Avenue Receivables Company, LLC, and any other Conduit Purchaser

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

(iii)      Deutsche Bank, AG, acting through its New York Branch (“Deutsche Bank”), Riverside Funding LLC, and any other Conduit Purchaser administered by Deutsche Bank or any of Deutsche Bank's Affiliates (the “Deutsche Bank Ownership Group”).

(iv)      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 JPMorgan Ownership Group and the Deutsche Bank 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.

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

“Related Documents” means, collectively, the Indenture, the Series 2000-1 Notes, any Enhancement Agreement, the Master Lease, the Master Collateral Agency Agreement and any grantor supplements and financing source and beneficiary supplements thereto involving the Trustee as Beneficiary, the Assignment Agreements, the Series 2000-1 Note Purchase Agreement, Group II Assignment of Exchange Agreement, the Series 2000-1 Letter of Credit and the Series 2000-1 Interest Rate Cap.

(s)       The definitions of “Additional Overcollateralization Amount”, “IG Manufacturer”, “Series 2000-1 Enhancement Factor”, “Series 2000-1 Non-Program Enhancement Percentage” and “Series 2000-1 Program Enhancement Percentage” in Article 2(b) of the Supplement are hereby deleted in their entirety.

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

“Capped Category 2 Program Vehicle Percentage” means, as of any date of determination, the lesser of (i) the Category 2 Program Vehicle Percentage as of such date and (ii) 10%.

“Capped Non-Top Two Category 3 Vehicle Percentage” means, as of any date of determination, the lesser of (i) the Non-Top Two Category 3 Vehicle Percentage as of such date and (ii) 30%.

“Category 1 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date has a long-term unsecured debt rating of at least “A2” from Moody’s and at least “A” from Standard & Poor’s; provided, that if an

6

Eligible Manufacturer does not have a rating from Moody’s or Standard & Poor’s, then the rating of an affiliated entity specified by the Rating Agencies shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by a Rating Agency is withdrawn by such Rating Agency or a Manufacturer is downgraded by a Rating Agency to a rating that would require the exclusion of such Manufacturer from this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Supplement, such Manufacturer shall be deemed to be rated “A2” or “A”, as applicable, by the Rating Agency that withdrew the rating of such Manufacturer or downgraded the rating of such Manufacturer for a period of thirty (30) days following the earlier of (i) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Master Servicer of such withdrawal or downgrade.

“Category 1 Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group II Vehicles that are Program Vehicles manufactured by Manufacturers that are Category 1 Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group II Vehicles as of such date.

“Category 2 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date has a long-term unsecured debt rating of at least “A3” from Moody’s and at least “A-” from Standard & Poor’s, but which does not have a long-term unsecured debt rating of at least “A2” from Moody’s and at least “A” from Standard &Poor’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s or Standard & Poor’s, then the rating of an affiliated entity specified by the Rating Agencies shall apply for purposes of this definition; provided, further, that if (a) a Manufacturer is downgraded by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition and (b) prior to such downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Supplement, then such Manufacturer shall be deemed to be rated “A2” or “A”, as applicable, by the Rating Agency that downgraded such Manufacturer for a period of thirty (30) days following the earlier of (i) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee notifies the Master Servicer of such downgrade or (b) the rating of a Manufacturer by a Rating Agency is withdrawn by such Rating Agency or a Manufacturer is downgraded by a Rating Agency to a rating that would require the exclusion of such Manufacturer from this definition and, prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 2 Manufacturer, then such Manufacturer shall be deemed to be rated “A3” or “A-”, as applicable, by the Rating Agency that withdrew the rating of such Manufacturer or downgraded the rating of such Manufacturer for a period of thirty (30) days following the earlier of (i) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Master Servicer of such withdrawal or downgrade.

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“Category 2 Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group II Vehicles that are Program Vehicles manufactured by Manufacturers that are Category 2 Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group II Vehicles as of such date.

“Category 2 Program Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of the Category 2 Program Vehicle Percentage as of such date over 10%.

“Category 3 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date does not have a long-term unsecured debt rating of at least “A3” from Moody’s and at least “A-” from Standard & Poor’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s or Standard & Poor’s, then the rating of an affiliated entity specified by the Rating Agencies shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by a Rating Agency is withdrawn by such Rating Agency or a Manufacturer is downgraded by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer or a Category 2 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Supplement, such Manufacturer shall be deemed to be rated “A3” or “A-”, as applicable, by the Rating Agency that withdrew the rating of such Manufacturer or downgraded the rating of such Manufacturer for a period of thirty (30) days following the earlier of (i) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Master Servicer of such withdrawal or downgrade.

“Category 3 Non-Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group II Vehicles that are Non-Program Vehicles manufactured by Manufacturers that are Category 3 Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group II Vehicles as of such date.

“Category 3 Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group II Vehicles manufactured by Manufacturers that are Category 3 Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group II Vehicles as of such date.

“Change in Control” means, (a) except for the seven shares of common stock of DTG Operations owned by Thrifty, any Person other than DTAG shall own any Capital Stock of DTG Operations or otherwise have the ability to elect any members of the board of directors of DTG Operations; (b) a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) (i) becomes the “beneficial owner”

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(as defined in Rule 13d-3 under the Exchange Act) of more than 35% of the total then outstanding voting power of the Voting Stock of DTAG or (ii) has the right or the ability by voting right, contract or otherwise to elect or designate for election a majority of the board of directors of DTAG; (c) during the 364 day period occurring subsequent to May 8, 2008, individuals who at the beginning of such period constituted the board of directors of DTAG (together with any new directors whose election by such board of directors, or whose nomination for election by the shareholders of DTAG, as the case may be, was approved by a vote of 66 2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute 50% or more of the board of directors then in office; or (d) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to direct or control, directly or indirectly, the management or policies of DTAG or DTG Operations.

“Commitment” means, as of any date of determination, the “Commitment” under and as defined in the Credit Agreement as of such date.

“Credit Support Annex” has the meaning set forth in Section 4.20 of this Supplement.

“Excess Liquidity” means, with respect to any date of determination, the excess, as of the last day of the Related Month with respect to such date of determination, of (a) the sum, without duplication, of (i) the U.S. Vehicle Debt Capacity as of such last day of such Related Month and the aggregate available subordinated amount for all Series of Notes (defined as the series specific “Available Subordinated Amount” in each related Series Supplement) outstanding as of such last day of such Related Month, (ii) the Revolving Loan Commitment Amount as of such last day of such Related Month, and (iii) cash and cash equivalents as reflected on DTAG’s balance sheet as of such last day of such Related Month; over (b) the sum of (i) all U.S. Vehicle Debt outstanding as of such last day of such Related Month, (ii) the minimum enhancement required for all outstanding Series of Notes issued pursuant to the Base Indenture as of such last day of such Related Month, (iii) all Manufacturer Receivables that are not Eligible Receivables, or that are otherwise excluded from the Aggregate Asset Amount, for all outstanding Series of Notes secured by such Manufacturer Receivables as of such last day of such Related Month, and (iv) the sum, without duplication, of (x) the aggregate amount of debt outstanding under the Credit Agreement arising from Revolving Loans thereunder as of such last day of such Related Month and (y) the aggregate amount of letters of credit (including the amounts available to be drawn under such letters of credit and all outstanding reimbursement obligations) outstanding under the Credit Agreement as of such last day of such Related Month and not included in item (b)(ii) above.

“Excluded Non-Program Vehicle” means a Non-Program Vehicle sold pursuant to a Vehicle Disposition Program of an Eligible Manufacturer.

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“HR Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date has a long-term unsecured debt rating of at least “A3” from Moody’s and at least “A” from Standard & Poor’s; provided, that if an Eligible Manufacturer does not have a rating from Moody’s or Standard & Poor’s, then the rating of an affiliated entity specified by the Rating Agencies shall apply for purposes of this definition.

“Interest Rate Cap Counterparty” means RCFC’s counterparty under a Series 2000-1 Interest Rate Cap.

“Issuer Change in Control” means RCFC is no longer a direct, Wholly Owned Subsidiary of DTAG.

“Moody’s First Trigger Required Ratings” means, with respect to any entity, rating requirements which are satisfied where (i) if such entity has a short-term, unsecured and unsubordinated debt obligation rating by Moody’s, such rating is “Prime-1” and its long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating is “A2” or above by Moody’s or (ii) if such entity does not have a short-term, unsecured and unsubordinated debt obligation rating by Moody’s, its long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating is “A1” or above by Moody’s.

“Moody’s Second Trigger Required Ratings” means, with respect to any entity, rating requirements which are satisfied where (i) if such entity has a short-term, unsecured and unsubordinated debt obligation rating by Moody’s, such rating is “Prime-2” or above and its long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating is “A3” or above by Moody’s or (ii) if such entity does not have a short-term, unsecured and unsubordinated debt obligation rating by Moody’s, its long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating is “A3” or above by Moody’s.

“Non-Category 3 Non-Program Vehicle Percentage” means, as of any date of determination, the excess of the Non-Program Vehicle Percentage as of such date over the Category 3 Non-Program Vehicle Percentage as of such date.

“Non-Program Vehicle 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 Group II Vehicles as of such date.

“Non-Top Two Category 3 Vehicle Percentage” means, as of any date of determination, the excess of the Category 3 Vehicle Percentage as of such date over the Top Two Category 3 Vehicle Percentage as of such date.

“Non-Top Two Category 3 Vehicle Percentage Excess” means, as of any date of determination, the excess of the Non-Top Two Category 3 Vehicle Percentage as of such date over the Capped Non-Top Two Category 3 Vehicle Percentage as of such date.

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“Qualified Interest Rate Cap Counterparty” means a counterparty to a Series 2000-1 Interest Rate Cap that is a bank, other financial institution or Person which (i) satisfies the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger Required Ratings (or whose present and future obligations under its Series 2000-1 Interest Rate Cap are guaranteed pursuant to a guarantee (in form and substance satisfactory to the Administrative Agent and satisfying the other requirements set forth in the related Series 2000-1 Interest Rate Cap) provided by a guarantor which satisfies the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger Required Ratings) and (ii) has a short-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “A-2” from Standard & Poor’s, or if such counterparty does not have a short-term senior unsecured debt rating from Standard & Poor’s, a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “BBB+” from Standard & Poor’s (or whose present and future obligations under its Series 2000-1 Interest Rate Cap are guaranteed pursuant to a guarantee (in form and substance satisfactory to the Administrative Agent and satisfying the other requirements set forth in the related Series 2000-1 Interest Rate Cap) provided by a guarantor which has the ratings set forth in this clause (ii)).

“Revolving Loan Commitment Amount” means, as of any date of determination, the “Revolving Loan Commitment Amount” under and as defined in the Credit Agreement as of such date.

“Revolving Loans” means, as of any date of determination, the “Revolving Loans” under and as defined in the Credit Agreement as of such date.

“Series 2000-1 Highest 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) 44.00% and (b) 44.00%.

“Series 2000-1 Interest Rate Cap” has the meaning specified in Section 4.20(a).

“Series 2000-1 Interest Rate Cap Proceeds” means the amounts received by the Trustee from an Interest Rate Cap Counterparty from time to time in respect of a Series 2000-1 Interest Rate Cap (including amounts received from a guarantor or from collateral).

“Series 2000-1 Intermediate 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) 33.25% and (b) 33.25%.

“Series 2000-1 Lowest Enhancement Percentage” means, with respect to any date of determination, 21.25%.

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“Series 2000-1 Required Enhancement Percentage” means, as of any date of determination, the sum of (a) the product of (i) the Series 2000-1 Lowest Enhancement Percentage as of such date times (ii) the sum of (x) Category 1 Program Vehicle Percentage as of such date plus (y) the Capped Category 2 Program Vehicle Percentage as of such date plus (b) the product of (i) the Series 2000-1 Intermediate Enhancement Percentage as of such date times (ii) the sum of (x) the Category 2 Program Vehicle Percentage Excess as of such date plus (y) the Non-Category 3 Non-Program Vehicle Percentage as of such date plus (z) the Capped Non-Top Two Category 3 Vehicle Percentage as of such date plus (c) the product of (i) the Series 2000-1 Highest Enhancement Percentage as of such date times (ii) the sum of (x) the Top Two Category 3 Vehicle Percentage as of such date and (y) Non-Top Two Category 3 Vehicle Percentage Excess as of such date.

“Top Two Category 3 Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group II Vehicles manufactured by a Manufacturer that is a Top Two Category 3 Manufacturer as of such date and the denominator of which is the aggregate Net Book Value of all Group II Vehicles as of such date.

“Top Two Category 3 Manufacturers” means, as of any date of determination, the two Category 3 Manufacturers with the largest portions of the Aggregate Asset Amount attributable to Vehicles manufactured by such Category 3 Manufacturers as of such date.

“U.S. Vehicle Debt” means Vehicle Debt incurred in connection with the financing or leasing any Vehicle used in the ordinary course of DTAG’s business in the United States.

“U.S. Vehicle Debt Capacity” means, as of any date of determination, the aggregate amount borrowed as U.S. Vehicle Debt or that is available to be borrowed as U.S. Vehicle Debt by DTAG or its Wholly Owned Subsidiaries under all credit facilities and/or securitization programs existing as of such date; provided that, for the avoidance of doubt, the Commitment shall not, in whole or in part, constitute U.S. Vehicle Debt Capacity.

“Wholly Owned Subsidiary” means, with respect to any Person, a Subsidiary all the Capital Stock (other than directors’ qualifying shares that are required under applicable law) of which is owned by such Person or another Wholly Owned Subsidiary of such Person.

“Voting Stock” means, with respect to any Person, Capital Stock in respect of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers, trustees or other similar governing body of such Person (irrespective of whether or not at the time the Capital Stock of any other class or classes shall have or might have voting power by reason of the occurrence of any contingency).

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(u)       Section 3.1(b) of the Supplement is hereby amended by deleting clauses (i) and (ii) thereof and replacing in substitution thereof the following clauses (i) through (iv):

(i) the Series 2000-1 Letter of Credit;

(ii)        (A) any Series 2000-1 Cash Collateral Account; (B) all funds on deposit therein from time to time; (C) all certificates and instruments, if any, representing or evidencing any or all of any such Series 2000-1 Cash Collateral Account or the funds on deposit therein from time to time; (D) all investments made at any time and from time to time with moneys in any such Series 2000-1 Cash Collateral Account;

(iii)      all of RCFC’s right, title and interest in the Series 2000-1 Interest Rate Caps and all proceeds thereof; and

(iv) all proceeds of any and all of the foregoing, including, without limitation, cash.

(v)      Section 4A.1 of the Supplement is hereby amended by deleting the amount “$300,000,000” and substituting in replacement thereof the amount “$215,000,000”.

(w)     Section 4.7(a)(i)(1) of the Supplement is hereby amended to read in its entirety as follows:

(1)       allocate to the Series 2000-1 Collection Account an amount equal to the sum of (A) the Series 2000-1 Interest Collections received on such day and (B) any Series 2000-1 Interest Rate Cap Proceeds received by the Trustee on such day. All such amounts allocated to the Series 2000-1 Collection Account shall be further allocated to the Series 2000-1 Accrued Interest Account; provided, however, that if with respect to any Related Month the aggregate of all such amounts allocated to the Series 2000-1 Accrued Interest Account during such Related Month exceeds the Series 2000-1 Interest Amount and any other fees and expenses of RCFC due and payable in respect of the Series 2000-1 Notes on the Payment Date next succeeding such Related Month pursuant to Section 4.8, then the amount of such excess shall be allocated to the Series 2000-1 Excess Funding Account;

(x)       The second sentence of the introductory paragraph to Section 4.8 is hereby amended by adding the words “and Series 2000-1 Interest Rate Cap Proceeds” immediately after the words “Series 2000-1 Interest Collections,”.

(y)       The Supplement is hereby amended by adding the following new Section 4.20 immediately following Section 4.19:

Section 4.20    Series 2000-1 Interest Rate Caps.      (a)        RCFC shall acquire one or more interest rate caps (each a “Series 2000-1 Interest Rate Cap”) from a Qualified Interest Rate Cap Counterparty. At the time of the acquisition of the initial Series 2000-1 Interest Rate Caps, the aggregate notional amount of all Series 2000-1 Interest Rate Caps shall equal the Series 2000-1 Maximum Invested Amount, and the aggregate notional amount of all Series 2000-1 Interest Rate Caps may be reduced to the

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extent that the Series 2000-1 Maximum Invested Amount is reduced after the acquisition of the initial Series 2000-1 Interest Rate Caps. RCFC shall acquire one or more additional Series 2000-1 Interest Rate Caps in connection with any increase of the Series 2000-1 Maximum Invested Amount such that the aggregate notional amounts of all Series 2000-1 Interest Rate Caps shall equal the Series 2000-1 Maximum Invested Amount after giving effect to such increase. The strike rate of each Series 2000-1 Interest Rate Cap shall not be greater than 6.5%. Each Series 2000-1 Interest Rate Cap shall have a term of at least until the Payment Date falling in the nineteenth (19^th) month after the Series 2000-1 Termination Date.

(b)       If, at any time, an Interest Rate Cap Counterparty (and, if the present and future obligations of an Interest Rate Cap Counterparty under its Series 2000-1 Interest Rate Cap are guaranteed pursuant to a guarantee (in form and substance satisfactory to the Administrative Agent and satisfying the other requirements set forth in the related Series 2000-1 Interest Rate Cap), the related guarantor) does not satisfy the Moody’s First Trigger Required Ratings, then the Interest Rate Cap Counterparty will be required, pursuant to the terms of the Series 2000-1 Interest Rate Cap, at the Interest Rate Cap Counterparty’s expense, to post and maintain collateral pursuant to a credit support annex entered into in connection with the Series 2000-1 Interest Rate Cap (the “Credit Support Annex”).

(c)       If, at any time, an Interest Rate Cap Counterparty is not a Qualified Interest Rate Cap Counterparty, then the Interest Rate Cap Counterparty will be required, pursuant to the terms of the Series 2000-1 Interest Rate Cap, at the Interest Rate Cap Counterparty’s expense, to obtain a replacement interest rate cap on the same terms as the Series 2000-1 Interest Rate Cap from a Qualified Interest Rate Cap Counterparty and simultaneously with such replacement RCFC shall terminate the Series 2000-1 Interest Rate Cap being replaced; provided that no termination of the Series 2000-1 Interest Rate Cap shall occur until RCFC has entered into a replacement Series 2000-1 Interest Rate Cap. Each Series 2000-1 Interest Rate Cap must provide that if the Interest Rate Cap Counterparty is required to obtain a replacement as described in the preceding sentence and such replacement is not obtained within the period specified in the Series 2000-1 Interest Rate Cap, then the Interest Rate Cap Counterparty must, until such replacement is obtained or such Interest Rate Cap Counterparty again becomes a Qualified Interest Rate Cap Counterparty, collateralize its obligations under such Series 2000-1 Interest Rate Cap in an amount determined pursuant to the Credit Support Annex.

(d)       RCFC shall require all Series 2000-1 Interest Rate Cap Proceeds to be paid to, and the Trustee shall allocate all Series 2000-1 Interest Rate Cap Proceeds to, the Series 2000-1 Accrued Interest Account of the Series 2000-1 Collection Account.

(z)       Section 5.1 of the Supplement is hereby amended by (i) deleting the word “or” at the end of clause (f), (ii) by deleting the punctuation “.” at the end of clause (g) and substituting in replacement thereof the punctuation “;” and (iii) by adding a new clause (h), a new clause (i) and a new clause (j) which shall read in their entirety as follows:

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(h)       RCFC shall fail to acquire or maintain in force Series 2000-1 Interest Rate Caps at the times and in the notional amounts required by the terms of Section 4.20 of this Supplement;

(i) an Issuer Change in Control shall have occurred; or

(j)        an Amortization Event with respect to any other Group II Series of Notes shall have occurred.

(aa)     The second sentence of the last paragraph of Section 5.1 of the Supplement is hereby amended by deleting the phrase “and (g) above,” and replacing in substitution thereof the phrase “, (g), (h), (i) and (j) above,”.

(bb)     Section 5.2 of the Supplement is hereby amended by adding the following phrase at the end of that section:

; provided, however, that notwithstanding the foregoing, Series 2000-1 Noteholders holding 66 2/3% of the Series 2000-1 Invested Amount, by written notice to the Trustee may waive an Amortization Event described in clause (h) of Section 5.1 of this Supplement.

(cc)     Article 5 of the Supplement is hereby amended by adding the following new Section 5.3 immediately following Section 5.2:

Section 5.3Deemed Instructions. Upon the occurrence and continuance of a Liquidation Event of Default or a Limited Liquidation Event of Default, the Series 2000-1 Noteholders shall be deemed to have instructed the Trustee, in accordance with Section 8.2 of the Base Indenture, to (a) direct RCFC and/or the Master Collateral Agent to (i) exercise (and RCFC agrees to exercise) all its rights, remedies, powers, privileges and claims with respect to the Collateral and Master Collateral, and (ii) deliver all Program Vehicles leased under the Master Lease to the related Manufacturers or the designated Auction for repurchase or sale (after the minimum holding period specified in the Manufacturer’s Vehicle Disposition Program) and to the extent any Manufacturer or Auction fails to accept any such Vehicles under the terms of the applicable Vehicle Disposition Program or to the extent a Manufacturer Event of Default has occurred and is continuing with respect to the related Manufacturer, to sell or dispose (or cause to be sold or disposed) such Vehicles along with all Non-Program Vehicles in accordance with the Master Lease and (b) if RCFC or the Master Collateral Agent shall have failed to take commercially reasonable action to accomplish directions of the Trustee given pursuant to clauses (a)(i) or (ii) above within fifteen (15) Business Days of receiving such direction of the Trustee, subject (as applicable) to the terms of the Master Collateral Agency Agreement, take such previously directed action (and any related action as permitted under the Base Indenture or the Master Lease thereafter determined by the Trustee to be appropriate) on behalf of RCFC and such Series 2000-1 Noteholders. Such deemed instructions may only be rescinded with the written consent of the Group II Noteholders holding Notes Outstanding that are in excess of 66 2/3% of the Aggregate Invested Amount of all outstanding Group II Series of Notes.

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(dd)     Section 8.6 of the Supplement is hereby amended by adding the following new Section 8.6(e) immediately following Section 8.6(d):

(e)       Notwithstanding the foregoing or anything else contained herein or in the Related Documents, Section 5.3 of this Supplement may only be amended, modified or waived with the prior written consent of Group II Noteholders holding Notes Outstanding that are in excess of 66 2/3% of the Aggregate Invested Amount of all outstanding Group II Series of Notes. The Group II Noteholders holding Notes Outstanding of all other outstanding Group II Series of Notes and the Trustee with respect to such other Group II Series of Notes are intended beneficiaries of Section 5.3 of this Supplement and this Section 8.6(e).

(ee)     Article 8 of the Supplement is hereby amended by adding the following new Section 8.8 immediately following Section 8.7:

Section 8.8      Monthly Noteholders’ Statement.      The Master Servicer shall include in the Monthly Noteholders’ Statement with respect to the Series 2000-1 Notes the amount of Excess Liquidity as of the last day of the applicable Related Month and shall indicate whether or not such Excess Liquidity as of such date satisfied the requirements of Section 24.15 of the Master Lease.

(ff)      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.         Condition to Effectiveness. This Amendment shall become effective as of the date hereof only upon receipt by the Trustee of each Series 2000-1 Interest Rate Cap,

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executed by a duly authorized officer of RCFC and the applicable Interest Rate Cap Counterparty.

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.

[SIGNATURE PAGES FOLLOW]

17

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

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

THE BANK OF NOVA SCOTIA

By: ___________________________

Name:

Title:

JPMORGAN CHASE BANK, N.A.

By: ___________________________

Name:

Title:

DEUTSCHE BANK AG, NEW YORK BRANCH

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

EXHIBIT A

SCHEDULE 1

Schedule of Maximum Manufacturer Percentages of Group II Vehicles

Eligible Manufacturer	Maximum Program Percentage*	Maximum Non-Program Percentage*
DaimlerChrysler	100%	75%
Ford	100%	75%
Toyota	100%	75%
General Motors	100%	75%
Honda	0%	75%
Nissan	0%	75%
Volkswagen	0%	75%
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 4.195

EXTENSION AGREEMENT

AND AGREEMENT TO REVISE OR TERMINATE

CERTAIN LIQUIDITY COMMITMENTS

dated as of May 8, 2008

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

AND AGREEMENT TO REVISE OR TERMINATE

CERTAIN LIQUIDITY COMMITMENTS

THIS EXTENSION AGREEMENT AND AGREEMENT TO REVISE OR TERMINATE CERTAIN LIQUIDITY COMMITMENTS (this “Agreement”), dated as of May 8, 2008, 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, N.A., 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, N.A., 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; (xii) Amendment No. 12 to Liquidity Agreement dated as of June 19, 2007; and (xiii) Amendment No. 13 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 on the date hereof to May 7, 2009 and, to the extent applicable, revise or terminate certain Liquidity Commitments as set forth on the signature pages hereto.

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

1

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 and its respective Liquidity Commitment set forth on the signature pages hereto is hereby extended on the date hereof until May 7, 2009.

3.         Liquidity Commitments. Each of the undersigned hereby agrees that the Liquidity Commitment of each Liquidity Lender from the date hereof through the Scheduled Liquidity Commitment Termination Date with respect to such Liquidity Lender shall be as set forth next to such Liquidity Lender’s signature on the signature pages hereto. Each of the undersigned further agrees that, for the avoidance of doubt, the Liquidity Commitment of any such Liquidity Lender shall be terminated as of the date hereof if such Liquidity Commitment is $0 on the signature pages hereto (any such Liquidity Lender whose Liquidity Commitment is being terminated hereby, a “Terminated Liquidity Lender”). As of the date hereof, each Terminated Liquidity Lender shall no longer constitute a “Liquidity Lender” under the Liquidity Agreement and the other CP Program Documents, shall not have any rights or obligations (other than under Sections 11.13 and 11.14 of the Liquidity Agreement) under the Liquidity Agreement and the other CP Program Documents and shall no longer be bound by the terms and conditions set forth in the Liquidity Agreement (other than under Sections 11.13 and 11.14 of the Liquidity Agreement) and the other CP Program Documents. Each of the undersigned further agrees that, for the avoidance of doubt, if the Liquidity Commitment of any Liquidity Lender is being reduced hereby to an amount greater than $0, then the Liquidity Commitment of such Liquidity Lender shall be terminated as of the date hereof by the amount of such reduction (any such Liquidity Lender whose Liquidity Commitment is being partially terminated hereby, a “Partially Terminated Liquidity Lender” and the portion of such Partially Terminated Liquidity Lender’s Liquidity Commitment that is being terminated hereby, a “Partially Terminated Liquidity Commitment Amount”). As of the date hereof, each Partially Terminated Liquidity Lender shall no longer constitute a “Liquidity Lender” under the Liquidity Agreement and the other CP Program Documents with respect to such Partially Terminated Liquidity Commitment Amount (but shall remain a “Liquidity Lender” under the Liquidity Agreement and the other CP Program Documents with respect to the Liquidity Commitment set forth next to such Liquidity Lender’s signature on the signature pages hereto), shall not have any rights or obligations under the Liquidity Agreement and the other CP Program Documents with respect to such Partially Terminated Liquidity Commitment Amount (but shall have all rights or obligations under the Liquidity Agreement and the other CP Program Documents with respect to the Liquidity Commitment set forth next to such Liquidity Lender’s signature on the signature pages hereto) and shall no longer be bound by the terms and conditions set forth in the Liquidity Agreement and the other CP Program Documents with respect to such Partially Terminated Liquidity Commitment Amount (but shall be bound by the terms and conditions set forth in the Liquidity Agreement and the other CP Program Documents with respect to the Liquidity Commitment set

2

forth next to such Liquidity Lender’s signature on the signature pages hereto). As of the date hereof, each Liquidity Lender that is hereby increasing its Liquidity Commitment (any such Liquidity Lender whose Liquidity Commitment is being increased hereby, an “Increased Liquidity Lender”) shall be deemed automatically to have become a party to the Liquidity Agreement with respect to the amount of such increase in its Liquidity Commitment and shall have all rights and obligations of a “Liquidity Lender” under the Liquidity Agreement and the other CP Program Documents as if it were an original signatory thereto or beneficiary thereof to the extent of such increased amount. Each Increased Liquidity Lender agrees to be bound by the terms and conditions set forth in the Liquidity Agreement and the other CP Program Documents as if it were an original signatory thereto with respect to such increased amount.

4.         Certain Waivers.         The parties hereto (a) solely in connection with the reduction and termination of the Liquidity Commitments being terminated and reduced hereby, waive the requirements of Section 3.3 of the Liquidity Agreement to the extent such provision of the Liquidity Agreement requires (i) prior written notice and (ii) ratable reductions of the Liquidity Commitments and (b) solely in connection with the increase of the Liquidity Commitments being increased hereby, waive the requirements of Section 3.4 of the Liquidity Agreement to the extent such provision of the Liquidity Agreement requires the delivery of a Liquidity Commitment Agreement in connection with the increase of a Liquidity Commitment of any Liquidity Lender.

5.         No Advance.   DTFC hereby confirms and agrees that, notwithstanding anything to the contrary in the Liquidity Agreement, the Liquidity Commitment of any Terminated Liquidity Lender and the Partially Terminated Liquidity Commitment Amount of any Partially Terminated Liquidity Lender shall not be subject to any Borrowing Request for a Commitment Termination Liquidity Advance.

6.         Certain Acknowledgments.    Each Increased Liquidity Lender acknowledges and confirms that (a) it has received a copy of the Liquidity Agreement and the exhibits related thereto, together with copies of the documents which were required to be delivered under the Liquidity Agreement as a condition to the making of the effectiveness thereof and (b) it has made, independently and without reliance upon the Liquidity Agent or any other Liquidity Lender, and based upon such financial statements and other documents and information as it has deemed appropriate, its own credit analysis and decision to enter into this Agreement. Each such Increased Liquidity Lender further confirms and agrees that by increasing its Liquidity Commitment and the amount of any Liquidity Advances it may make under the Liquidity Agreement, such actions have and will be made without recourse to, or representation or warranty by, the Liquidity Agent or any other Liquidity Lender.

7.         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

3

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.

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

9.         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.

10.       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]

4

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:

$62,500,000 CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-2

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$77,500,000 JPMORGAN CHASE BANK, N.A.

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:

$0 ABN AMRO BANK N.V.

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-5

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$0 DEUTSCHE BANK AG, NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-6

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$35,000,000 CREDIT INDUSTRIEL ET COMMERCIAL

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-7

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$0 BNP PARIBAS, NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-8

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$42,500,000 BANK OF MONTREAL

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-9

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$15,000,000 COMERICA BANK

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-10

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$0 LANDESBANK HESSEN-THÜRINGEN

GIROZENTRALE

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-11

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$10,000,000 WELLS FARGO BANK, N.A.

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-12

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$0 MIZUHO CORPORATE BANK, LTD.

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-13

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$10,000,000 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-14

EX-4

Exhibit 4.196

AMENDMENT NO. 13

TO

LIQUIDITY AGREEMENT

dated as of May 8, 2008

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. 13

TO LIQUIDITY AGREEMENT

This Amendment No. 13 to Liquidity Agreement dated as of May 8, 2008 (“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, N.A., 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, N.A., 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; (xi) Amendment No. 11 to Liquidity Agreement dated as of March 20, 2007; and (xii) Amendment No. 12 to Liquidity Agreement dated as of June 19, 2007; and

B.        Contemporaneously herewith, the Parties are entering into that certain Extension Agreement and Agreement to Revise or Terminate Certain Liquidity Commitments whereby the Scheduled Liquidity Commitment Termination Date is being extended on the date hereof until May 7, 2009; 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 0.75% per annum of the average daily unused portion of each such Liquidity Lender’s Liquidity Commitment, such fee to accrue from May 8, 2008 (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 clause (b) of the definition of “Base Rate” appearing in Annex A of the Liquidity Agreement in its entirety and replacing it with the following:

(b) the Federal Funds Rate plus 1.00% per annum.

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

“Credit Agreement” means the Credit Agreement, dated as of June 15, 2007, among Dollar Thrifty Automotive Group, Inc., as the borrower, the various financial institutions as are or may become parties thereto, as lenders, Deutsche Bank Trust Company Americas, as the administrative agent for the lenders, The Bank of Nova Scotia, as the syndication agent for the lenders, and Deutsche Bank Securities Inc. and Scotia Capital as the joint lead arrangers and joint bookrunners, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

(d)       By deleting the definition of “Eurodollar Rate (Reserve Adjusted)” appearing in Annex A to the Liquidity Agreement in its entirety and replacing it with the following:

“Eurodollar Rate (Reserve Adjusted)” means, for any Fixed Period, an interest rate per annum (rounded upward to the nearest 1/100^th of 1%) determined pursuant to the following formula:

Eurodollar Rate = _____Eurodollar Rate__ _________ + 3.5%

(Reserve Adjusted) 1.00 – Eurodollar Reserve Percentage

(e)       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 May 8, 2008 among DTFC and Credit Suisse, acting through its New York Branch, as Liquidity Agent, as the same may be amended, restated, replaced or otherwise modified from time to time.

(f)       By deleting clause (a) of the definition of “Interest Period” appearing in Annex A to the Liquidity Agreement in its entirety and replacing it with the following:

(a) with respect to any Eurodollar Advance, a one-week (only in the case of Swing Line Advances), or a one- or two-month period commencing on the date of such Eurodollar Advance, as selected by DTFC in its Borrowing Request

(g)      By deleting the definition of “Scheduled Maturity Date” appearing in Annex A to the Liquidity Agreement in its entirety and replacing it with the following:

“Scheduled Maturity Date” means,

(i) except in the case of any Commitment Termination Date Liquidity Advance, with respect to any Liquidity Advances, the last day of the relevant Interest Period, but in any event not later than, in the case of Liquidity Advances, September 8, 2009; provided, however, that after the occurrence of a Liquidity Agreement Amortization Event, the Scheduled Maturity Date shall mean September 8, 2009; and

(ii) with respect to any Commitment Termination Date Liquidity Advance, September 8, 2009.

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:

$62,500,000 CREDIT SUISSE, ACTING THROUGH ITS NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-2

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$77,500,000 JPMORGAN CHASE BANK, N.A.

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:

$0 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:

$0 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:

$0 DEUTSCHE BANK AG, NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-9

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$15,000,000 COMERICA BANK

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-10

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$0 LANDESBANK HESSEN-THÜRINGEN

GIROZENTRALE

By: ______________________________________

Name: ______________________________

Title: _______________________________

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-11

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$10,000,000 WELLS FARGO BANK, N.A.

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-12

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$0 MIZUHO CORPORATE BANK, LTD.

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-13

LIQUIDITY COMMITMENT LIQUIDITY LENDER:

$10,000,000 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

By: ______________________________________

Name: ______________________________

Title: _______________________________

S-14

EX-4

Exhibit 4.197

AMENDMENT NO. 2

TO SECOND AMENDED AND RESTATED SERIES 1998-1 SUPPLEMENT

DATED AS OF MAY 8, 2008

This Amendment No. 2 to Second Amended and Restated Series 1998-1 Supplement, dated as of May 8, 2008 (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, as amended by that certain Amendment No. 1 to Second Amended and Restated Series 1998-1 Supplement, dated as of June 19, 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 the date hereof, that the Supplement is hereby amended as follows:

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

“Credit Agreement” means the Credit Agreement, dated as of June 15, 2007, among DTAG, as the borrower, the various financial institutions as are or may become parties thereto, as lenders, Deutsche Bank Trust Company Americas, as the administrative agent for the lenders, The Bank of Nova Scotia, as the syndication agent for the lenders, and Deutsche Bank Securities Inc. and Scotia Capital as the joint lead arrangers and joint bookrunners, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

(b)       The definition of “IR Manufacturer” in Article 2(b) of the Supplement is hereby amended by replacing the term “IG Manufacturer” in clause (b) of the proviso thereto with the term “HR Manufacturer”.

(c)       The definition of “Limited Liquidation Event of Default” in Article 2(b) of the Supplement is hereby amended by deleting the phrase “specified in Sections 5.1(a) through (i)” and replacing in substitution thereof the phrase “specified in Sections 5.1(a) through (k)”.

(d)       The definition of “Liquidation Event of Default” in Article 2(b) of the Supplement is hereby amended by deleting the word “thereof” in clause (c) of such definition and replacing in substitution thereof the phrase “of the Base Indenture”.

(e)       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 seventy-five percent (75%) without the prior written consent of each Enhancement Provider with respect to the Series 1998-1 Notes) 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, seventy-five percent (75%) 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 with respect to the Series 1998-1 Notes, 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.”

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

“Measurement Month” with respect to any date, means, each calendar month, or the smallest number of consecutive calendar months, preceding such date in which (a) at least 500 Non-Program Vehicles (other than any Excluded Non-Program Vehicles) were sold at Auction or otherwise and (b) at least one-twelfth of the aggregate Net Book Value of the Non-Program Vehicles (other than any Excluded Non-Program Vehicles) as of the last day of such calendar month or consecutive calendar months were sold at Auction or otherwise; provided that no calendar month included in a Measurement Month shall be included in any other Measurement Month; provided, further, that any Program Vehicle that is a Group II Vehicle and is redesignated as a Non-Program Vehicle solely because a

2

Manufacturer Event of Default due to an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 90 days following the occurrence of such Manufacturer Event of Default for purposes of this definition and each instance in which this definition is used in this Supplement and as a result shall not be included in the determination of Measurement Month during such period.

(g)       The definition of “Measurement Month Average” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Measurement Month Average” means, with respect to Group II Vehicles and for any Measurement Month, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Disposition Proceeds of all Non-Program Vehicles (other than any Excluded Non-Program Vehicles) sold at Auction or otherwise during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which is the aggregate Net Book Value of such Non-Program Vehicles (other than any Excluded Non-Program Vehicles) on the dates of their respective sales; provided that any Program Vehicle that is a Group II Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 90 days following the occurrence of such Manufacturer Event of Default for purposes of this definition and each instance in which this definition is used in this Supplement and as a result shall not be included in the determination of Measurement Month Average during such period.

(h)       The definition of “Minimum Enhancement Amount” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Minimum Enhancement Amount” means, with respect to the Series 1998-1 Notes on any date of determination, the product of (i) the Series 1998-1 Required Enhancement Percentage, times (ii) an amount equal to the aggregate Series 1998-1 Invested Amount minus the product of (A) the aggregate amount of cash and Permitted Investments in the Group II Collection Account, the Exchange Agreement Group II Rights Value (to the extent of any value attributable to amounts on deposit in an Escrow Account) and, to the extent cash and Permitted Investments in the Master Collateral Account are allocable to the Trustee on behalf of the holders of the Group II Series of Notes as Beneficiary pursuant to the Master Collateral Agency Agreement, such cash and Permitted Investments in the Master Collateral Account as of such date, in each case to the extent such cash and Permitted Investments constitute Group II Collateral, times (B) the Series 1998-1 Invested Percentage as of such date.

(i)        The definition of “Minimum Series 1998-1 Letter of Credit Amount” in Article 2(b) of the Supplement is hereby amended by deleting the percentage “3%” in clause (a)(i) of such definition and replacing in substitution thereof the percentage “6%”.

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

3

“Net Income” means, for any applicable period, the aggregate of all amounts which, in accordance with GAAP, would be included as net earnings (or net loss) on a consolidated statement of operations of DTAG and its Subsidiaries for such period (excluding therefrom (i) non-cash gains and non-cash charges arising from marking to market the fair value of Hedging Agreements in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” and any related income tax effects, and (ii) non-cash charges arising from all goodwill and other intangible asset impairments in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, and any related income tax effects).

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

“Net Worth” means, with respect to any Person at any date, on a consolidated basis for such Person and its Subsidiaries, the excess of: (a) the sum of capital stock (other than Redeemable Capital Stock) taken at par value, capital surplus (other than in respect of Redeemable Capital Stock) and retained earnings (or accumulated deficit) of such Person at such date; over (b) treasury stock of such Person and, to the extent included in the preceding clause (a), minority interests in Subsidiaries of such Person at such date (excluding therefrom, to the extent in determining Net Income which is reflected in such retained earnings (or accumulated deficit), (i) non-cash gains and non-cash charges arising from marking to market the fair value of Hedging Agreements in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” and any related income tax effects, and (ii) non-cash charges arising from all goodwill and other intangible asset impairments in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, and any related income tax effects).

(l)        The definition of “Series 1998-1 Rapid Amortization Period” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Series 1998-1 Rapid Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 1998-1 Notes and ending upon the earliest to occur of (i) the date on which the Series 1998-1 Notes are paid in full and (ii) the termination of the Indenture in accordance with its terms.

(m)      The definition of “Series 1998-1 Termination Date” in Article 2(b) of the Supplement is hereby amended to read in its entirety as follows:

“Series 1998-1 Termination Date” means, with respect to the Series 1998-1 Notes, September 8, 2009.

(n)       The definitions of “Additional Overcollateralization Amount”, “Bankrupt Manufacturer”, “Confirmation Condition”, “IG Manufacturer”, “Non-Program Percentage”, “Series 1998-1 Enhancement Factor”, “Series 1998-1 Non-Program Enhancement Percentage”

4

and “Series 1998-1 Program Enhancement Percentage” in Article 2(b) of the Supplement are hereby deleted in their entirety.

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

“Capped Category 2 Program Vehicle Percentage” means, as of any date of determination, the lesser of (i) the Category 2 Program Vehicle Percentage as of such date and (ii) 10%.

“Capped Non-Top Two Category 3 Vehicle Percentage” means, as of any date of determination, the lesser of (i) the Non-Top Two Category 3 Vehicle Percentage as of such date and (ii) 30%.

“Category 1 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date has a long-term unsecured debt rating of at least “A2” from Moody’s and at least “A” from Standard & Poor’s; provided, that if an Eligible Manufacturer does not have a rating from Moody’s or Standard & Poor’s, then the rating of an affiliated entity specified by the Rating Agencies shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by a Rating Agency is withdrawn by such Rating Agency or a Manufacturer is downgraded by a Rating Agency to a rating that would require the exclusion of such Manufacturer from this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Supplement, such Manufacturer shall be deemed to be rated “A2” or “A”, as applicable, by the Rating Agency that withdrew the rating of such Manufacturer or downgraded the rating of such Manufacturer for a period of thirty (30) days following the earlier of (i) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Master Servicer of such withdrawal or downgrade.

“Category 1 Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group II Vehicles that are Program Vehicles manufactured by Manufacturers that are Category 1 Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group II Vehicles as of such date.

“Category 2 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date has a long-term unsecured debt rating of at least “A3” from Moody’s and at least “A-” from Standard & Poor’s, but which does not have a long-term unsecured debt rating of at least “A2” from Moody’s and at least “A” from Standard &Poor’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s or Standard & Poor’s, then the rating of an affiliated entity specified by the Rating Agencies shall apply for purposes of this definition; provided, further, that if (a) a Manufacturer is downgraded by a Rating Agency to a rating that would require

5

inclusion of such Manufacturer in this definition and (b) prior to such downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Supplement, then such Manufacturer shall be deemed to be rated “A2” or “A”, as applicable, by the Rating Agency that downgraded such Manufacturer for a period of thirty (30) days following the earlier of (i) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee notifies the Master Servicer of such downgrade or (b) the rating of a Manufacturer by a Rating Agency is withdrawn by such Rating Agency or a Manufacturer is downgraded by a Rating Agency to a rating that would require the exclusion of such Manufacturer from this definition and, prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 2 Manufacturer, then such Manufacturer shall be deemed to be rated “A3” or “A-”, as applicable, by the Rating Agency that withdrew the rating of such Manufacturer or downgraded the rating of such Manufacturer for a period of thirty (30) days following the earlier of (i) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Master Servicer of such withdrawal or downgrade.

“Category 2 Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group II Vehicles that are Program Vehicles manufactured by Manufacturers that are Category 2 Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group II Vehicles as of such date.

“Category 2 Program Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of the Category 2 Program Vehicle Percentage as of such date over 10%.

“Category 3 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date does not have a long-term unsecured debt rating of at least “A3” from Moody’s and at least “A-” from Standard & Poor’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s or Standard & Poor’s, then the rating of an affiliated entity specified by the Rating Agencies shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by a Rating Agency is withdrawn by such Rating Agency or a Manufacturer is downgraded by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer or a Category 2 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Supplement, such Manufacturer shall be deemed to be rated “A3” or “A-”, as applicable, by the Rating Agency that withdrew the rating of such Manufacturer or downgraded the rating of such Manufacturer for a period of thirty (30) days following the earlier of (i) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Master Servicer of such withdrawal or downgrade.

6

“Category 3 Non-Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group II Vehicles that are Non-Program Vehicles manufactured by Manufacturers that are Category 3 Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group II Vehicles as of such date.

“Category 3 Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group II Vehicles manufactured by Manufacturers that are Category 3 Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group II Vehicles as of such date.

“Change in Control” means, (a) except for the seven shares of common stock of DTG Operations owned by Thrifty, any Person other than DTAG shall own any Capital Stock of DTG Operations or otherwise have the ability to elect any members of the board of directors of DTG Operations; (b) a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) (i) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 35% of the total then outstanding voting power of the Voting Stock of DTAG or (ii) has the right or the ability by voting right, contract or otherwise to elect or designate for election a majority of the board of directors of DTAG; (c) during the 364 day period occurring subsequent to May 8, 2008, individuals who at the beginning of such period constituted the board of directors of DTAG (together with any new directors whose election by such board of directors, or whose nomination for election by the shareholders of DTAG, as the case may be, was approved by a vote of 66 2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute 50% or more of the board of directors then in office; or (d) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to direct or control, directly or indirectly, the management or policies of DTAG or DTG Operations.

“Commitment” means, as of any date of determination, the “Commitment” under and as defined in the Credit Agreement as of such date.

“Excess Liquidity” means, with respect to any date of determination, the excess, as of the last day of the Related Month with respect to such date of determination, of (a) the sum, without duplication, of (i) the U.S. Vehicle Debt Capacity as of such last day of such Related Month and the aggregate available subordinated amount for all Series of Notes (defined as the series specific “Available Subordinated Amount” in each related Series Supplement) outstanding as of such last day of such Related Month, (ii) the Revolving Loan Commitment Amount as of such last day of such Related Month, and (iii) cash and cash equivalents as reflected on DTAG’s balance sheet as of such last day of such Related Month; over (b) the sum of (i) all U.S. Vehicle Debt outstanding as of such last day of such Related Month, (ii) the minimum enhancement required for all

7

outstanding Series of Notes issued pursuant to the Base Indenture as of such last day of such Related Month, (iii) all Manufacturer Receivables that are not Eligible Receivables, or that are otherwise excluded from the Aggregate Asset Amount, for all outstanding Series of Notes secured by such Manufacturer Receivables as of such last day of such Related Month, and (iv) the sum, without duplication, of (x) the aggregate amount of debt outstanding under the Credit Agreement arising from Revolving Loans thereunder as of such last day of such Related Month and (y) the aggregate amount of letters of credit (including the amounts available to be drawn under such letters of credit and all outstanding reimbursement obligations) outstanding under the Credit Agreement as of such last day of such Related Month and not included in item (b)(ii) above.

“Excluded Non-Program Vehicle” means a Non-Program Vehicle sold pursuant to a Vehicle Disposition Program of an Eligible Manufacturer.

“HR Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date has a long-term unsecured debt rating of at least “A3” from Moody’s and at least “A” from Standard & Poor’s; provided, that if an Eligible Manufacturer does not have a rating from Moody’s or Standard & Poor’s, then the rating of an affiliated entity specified by the Rating Agencies shall apply for purposes of this definition.

“Issuer Change in Control” means RCFC is no longer a direct, Wholly Owned Subsidiary of DTAG.

“Non-Category 3 Non-Program Vehicle Percentage” means, as of any date of determination, the excess of the Non-Program Vehicle Percentage as of such date over the Category 3 Non-Program Vehicle Percentage as of such date.

“Non-Program Vehicle 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 Group II Vehicles as of such date.

“Non-Top Two Category 3 Vehicle Percentage” means, as of any date of determination, the excess of the Category 3 Vehicle Percentage as of such date over the Top Two Category 3 Vehicle Percentage as of such date.

“Non-Top Two Category 3 Vehicle Percentage Excess” means, as of any date of determination, the excess of the Non-Top Two Category 3 Vehicle Percentage as of such date over the Capped Non-Top Two Category 3 Vehicle Percentage as of such date.

“Revolving Loan Commitment Amount” means, as of any date of determination, the “Revolving Loan Commitment Amount” under and as defined in the Credit Agreement as of such date.

“Revolving Loans” means, as of any date of determination, the “Revolving Loans” under and as defined in the Credit Agreement as of such date.

8

“Series 1998-1 Highest 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) 44.00% and (b) 44.00%.

“Series 1998-1 Intermediate 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) 33.25% and (b) 33.25%.

“Series 1998-1 Lowest Enhancement Percentage” means, with respect to any date of determination, 21.25%.

“Series 1998-1 Required Enhancement Percentage” means, as of any date of determination, the sum of (a) the product of (i) the Series 1998-1 Lowest Enhancement Percentage as of such date times (ii) the sum of (x) Category 1 Program Vehicle Percentage as of such date plus (y) the Capped Category 2 Program Vehicle Percentage as of such date plus (b) the product of (i) the Series 1998-1 Intermediate Enhancement Percentage as of such date times (ii) the sum of (x) the Category 2 Program Vehicle Percentage Excess as of such date plus (y) the Non-Category 3 Non-Program Vehicle Percentage as of such date plus (z) the Capped Non-Top Two Category 3 Vehicle Percentage as of such date plus (c) the product of (i) the Series 1998-1 Highest Enhancement Percentage as of such date times (ii) the sum of (x) the Top Two Category 3 Vehicle Percentage as of such date and (y) Non-Top Two Category 3 Vehicle Percentage Excess as of such date.

“Top Two Category 3 Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group II Vehicles manufactured by a Manufacturer that is a Top Two Category 3 Manufacturer as of such date and the denominator of which is the aggregate Net Book Value of all Group II Vehicles as of such date.

“Top Two Category 3 Manufacturers” means, as of any date of determination, the two Category 3 Manufacturers with the largest portions of the Aggregate Asset Amount attributable to Vehicles manufactured by such Category 3 Manufacturers as of such date.

“U.S. Vehicle Debt” means Vehicle Debt incurred in connection with the financing or leasing any Vehicle used in the ordinary course of DTAG’s business in the United States.

“U.S. Vehicle Debt Capacity” means, as of any date of determination, the aggregate amount borrowed as U.S. Vehicle Debt or that is available to be borrowed as U.S. Vehicle Debt by DTAG or its Wholly Owned Subsidiaries under all credit facilities and/or securitization programs existing as of such date; provided that, for the avoidance of doubt, the Commitment shall not, in whole or in part, constitute U.S. Vehicle Debt Capacity.

9

“Wholly Owned Subsidiary” means, with respect to any Person, a Subsidiary all the Capital Stock (other than directors’ qualifying shares that are required under applicable law) of which is owned by such Person or another Wholly Owned Subsidiary of such Person.

“Voting Stock” means, with respect to any Person, Capital Stock in respect of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers, trustees or other similar governing body of such Person (irrespective of whether or not at the time the Capital Stock of any other class or classes shall have or might have voting power by reason of the occurrence of any contingency).

(p)       Section 5.1 of the Supplement is hereby amended by (i) deleting the word “or” at the end of clause (h), (ii) by deleting the punctuation “.” at the end of clause (i) and substituting in replacement thereof the punctuation and word “; or” and (iii) by adding a new clause (j) and a new clause (k) which shall read in their entirety as follows:

(j) an Issuer Change in Control shall have occurred; or

(k)       an Amortization Event with respect to any other Group II Series of Notes shall have occurred.

(q)       The second sentence of the last paragraph of Section 5.1 of the Supplement is hereby amended by deleting the phrase “and (i) above,” and replacing in substitution thereof the phrase “, (i), (j) and (k) above,”

(r)        Article 5 of the Supplement is hereby amended by adding the following new Section 5.3 immediately following Section 5.2:

Section 5.3Deemed Instructions. Upon the occurrence and continuance of a Liquidation Event of Default or a Limited Liquidation Event of Default, the Series 1998-1 Noteholders shall be deemed to have instructed the Trustee, in accordance with Section 8.2 of the Base Indenture, to (a) direct RCFC and/or the Master Collateral Agent to (i) exercise (and RCFC agrees to exercise) all its rights, remedies, powers, privileges and claims with respect to the Collateral and Master Collateral, and (ii) deliver all Program Vehicles leased under the Master Lease to the related Manufacturers or the designated Auction for repurchase or sale (after the minimum holding period specified in the Manufacturer’s Vehicle Disposition Program) and to the extent any Manufacturer or Auction fails to accept any such Vehicles under the terms of the applicable Vehicle Disposition Program or to the extent a Manufacturer Event of Default has occurred and is continuing with respect to the related Manufacturer, to sell or dispose (or cause to be sold or disposed) such Vehicles along with all Non-Program Vehicles in accordance with the Master Lease and (b) if RCFC or the Master Collateral Agent shall have failed to take commercially reasonable action to accomplish directions of the Trustee given pursuant to clauses (a)(i) or (ii) above within fifteen (15) Business Days of receiving such direction of the Trustee, subject (as applicable) to the terms of the Master Collateral Agency Agreement, take such previously directed action (and any

10

related action as permitted under the Base Indenture or the Master Lease thereafter determined by the Trustee to be appropriate) on behalf of RCFC and such Series 1998-1 Noteholders. Such deemed instructions may only be rescinded with the written consent of the Group II Noteholders holding Notes Outstanding that are in excess of 66 2/3% of the Aggregate Invested Amount of all outstanding Group II Series of Notes.

(s)       Section 8.6 of the Supplement is hereby amended by adding the following new sentence at the end of such Section:

Notwithstanding the foregoing or anything else contained herein or in the Related Documents, Section 5.3 of this Supplement may only be amended, modified or waived with the prior written consent of Group II Noteholders holding Notes Outstanding that are in excess of 66 2/3% of the Aggregate Invested Amount of all outstanding Group II Series of Notes. The Group II Noteholders holding Notes Outstanding of all other outstanding Group II Series of Notes and the Trustee with respect to such other Group II Series of Notes are intended beneficiaries of Section 5.3 of this Supplement and the last two sentences of this Section 8.6.

(t)        Article 8 of the Supplement is hereby amended by adding the following new Section 8.8 immediately following Section 8.7:

Section 8.8      Monthly Noteholders’ Statement.      The Master Servicer shall include in the Monthly Noteholders’ Statement with respect to the Series 1998-1 Notes the amount of Excess Liquidity as of the last day of the applicable Related Month and shall indicate whether or not such Excess Liquidity as of such date satisfied the requirements of Section 24.15 of the Master Lease.

(u)       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 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.

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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]

12

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%	75%
Ford	100%	75%
Toyota	100%	75%
General Motors	100%	75%
Honda	0%	75%
Nissan	0%	75%
Volkswagen	0%	75%
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 4.198

AMENDMENT NO. 2

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. 2

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

This Amendment No. 2 to the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II), dated as of May 8, 2008 (“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 (Group II), dated as of February 14, 2007, as amended by Amendment No. 1 to the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II), dated as of June 19, 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. Amendments. The Group II Lease is hereby amended as follows:

(a)       By deleting the two references to “Section 4.2” in Section 14(a) and replacing them with references to “Section 4.1”;

(b)       By (i) deleting the word “or” after the “;” at the end of Section 17.1.4 and (ii) deleting the “.” at the end of Section 17.1.5 and substituting in replacement thereof the word “or”;

(c)       By adding the following new Section 17.1.6 immediately after Section 17.1.5:

“Section 17.1.6 any Change in Control shall occur.”; and

(d)       By adding the following new Section 24.15 immediately after Section 24.14:

“Section 24.15 Maintenance of Liquidity. The Guarantor shall not permit Excess Liquidity to be less than $100 million at any time; provided, however, that with respect to any date of determination during the months of June, July, August and September relating to Excess Liquidity as of the last day of the applicable Related Month with respect to such date of determination, Excess Liquidity may be less than $100 million but shall not be less than $50 million.”

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:

EX-4

Exhibit 4.199

MASTER CONSENT AGREEMENT DATED AS OF MAY 8, 2008

WHEREAS, Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”) and DTG Operations, Inc., an Oklahoma corporation (“DTG Operations”), desire to enter into the following amendments and amendments and restatements to the following agreements in connection with their asset-backed fleet financing program (such agreements, collectively, the “Amended Transaction Documents”):

a)         Amendment No. 2 to the Second Amended and Restated Series 1998-1 Supplement (the “Series 1998-1 Supplement”), dated as of May 8, 2008, among RCFC, DTG Operations, 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”);

b)        Amendment No. 2 to the Amended and Restated Series 2000-1 Supplement (the “Series 2000-1 Supplement”), dated as of May 8, 2008, among RCFC, DTG Operations, DTAG, the Trustee, Deutsche Bank Trust Company Americas, as the Series 2000-1 Letter of Credit Provider, The Bank of Nova Scotia, in its capacity as Managing Agent and as a Series 2000-1 Noteholder, JPMorgan Chase Bank, N.A., in its capacity as Managing Agent and as a Series 2000-1 Noteholder and Deutsche Bank AG, New York Branch, in its capacity as Managing Agent and as a Series 2000-1 Noteholder; and

c)         Amendment No. 2 to the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II) (the “Master Lease”), dated as of May 8, 2008, among RCFC, as Lessor, DTG Operations, as Lessee and Servicer, and those subsidiaries of DTAG from time to time becoming Lessees and Servicers thereunder and DTAG, as Guarantor and Master Servicer.

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Amended and Restated Base Indenture, dated as of February 14, 2007, between RCFC, as Issuer, and Deutsche Bank Trust Company Americas, as Trustee (the “Base Indenture”), the Series 1998-1 Supplement or the Series 2000-1 Supplement.

WHEREAS, pursuant to Sections 11.1 and 11.2 of the Base Indenture, and similar operative amendment provisions of the Related Documents for the Series 1998-1 Notes and Series 2000-1 Notes, RCFC, DTAG, and DTG Operations desire to obtain the consent of the undersigned parties to enter into the Amended Transaction Documents.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged,

(a)       Each of the undersigned parties to one or more of the Related Documents with respect to the Series 1998-1 Notes and Series 2000-1 Notes issued under the Base Indenture, does hereby irrevocably and unconditionally consent to the execution, delivery and performance by each of the parties thereto, of each of the Amended Transaction Documents to the extent that the consent of the undersigned is required; and

(b)       Pursuant to Section 8.5 of the Base Indenture, Section 5.2 of the Series 1998-1 Supplement, Section 5.2 of the Series 2000-1 Supplement and Section 22 of the Master Lease, each of the undersigned parties to one or more of the Related Documents with respect to the Series 1998-1 Notes and the Series 2000-1 Notes issued under the Base Indenture hereby waives (i) DTAG’s failure, prior to the date hereof, to satisfy the conditions set forth in Section 24.14(b) of the Master Lease (as such Section 24.14(b) was in effect prior to the date hereof and the effectiveness of the Amended Transaction Documents) that require DTAG at all times to maintain a minimum Net Worth in accordance with the terms of such Section 24.14(b) which failure resulted from non-cash charges arising from all goodwill and other intangible asset impairments in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, and any related income tax effects, and (ii) any Potential Lease Event of Default or Lease Event of Default under Section 17.1.3 of the Master Lease and related Potential Amortization Event or Amortization Event under Section 8.1(e) of the Base Indenture, Section 5.1(f) of the Series 2000-1 Supplement and Section 5.1(g) of the Series 1998-1 Series Supplement, as applicable, in each case caused solely by the failure, prior to the date hereof, to satisfy the minimum Net Worth covenant set forth in Section 24.14(b) of the Master Lease (as such Section 24.14(b) was in effect prior to the date hereof and the effectiveness of the Amended Transaction Documents) which failure resulted from non-cash charges arising from all goodwill and other intangible asset impairments in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, and any related income tax effects; provided that, the waiver set forth in this clause (b) shall be limited precisely as written and relate solely to the waiver of the provisions of the Master Lease, the Base Indenture, the Series 1998-1 Supplement and the Series 2000-1 Supplement in the manner and to the extent described or referred to in this clause (b), and nothing in this Master Consent shall be deemed to (i) constitute a waiver of compliance by RCFC, DTAG or DTG Operations in any other instance (including, without limitation, compliance with Section 24.14(b) of the Master Lease after the date hereof and the effectiveness of the Amended Transaction Documents) or with respect to any other term, provision or condition of the Series 1998-1 Supplement, the Series 2000-1 Supplement, the Base Indenture, the Master Lease or any other Related Document or any other instrument or agreement referred to in the Series 1998-1 Supplement, the Series 2000-1 Supplement, the Base Indenture or the Master Lease or (ii) prejudice any right or remedy that the Trustee or any of the Noteholders may now have or may have in the future under or in connection with the Series 1998-1 Supplement, the Series 2000-1 Supplement, the Base Indenture, the Master Lease or any other Related Document or any other instrument or agreement referred to in the Series 1998-1 Supplement, the Series 2000-1 Supplement, the Base Indenture, the Master Lease or any other Related Document.

            IN WITNESS WHEREOF, each of the parties has caused this Master Consent to be duly executed as of the day and year first written above.

RENTAL CAR FINANCE CORP., as Issuer, Lessor, Financing Source and Beneficiary

By _______________________________________

Pamela S. Peck

Vice President and Treasurer

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., as Master Servicer and Guarantor

By _______________________________________

Pamela S. Peck

Vice President and Treasurer

DTG OPERATIONS, INC., as Lessee, Servicer and Lessee Grantor

By _______________________________________

Pamela S. Peck

Treasurer

DOLLAR THRIFTY FUNDING CORP., as Series 1998-1 Noteholder

By _______________________________________

Pamela S. Peck

Vice President and Treasurer

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Beneficiary and Enhancement Agent

By _______________________________________

Name:

Title:

By _______________________________________

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Master Collateral Agent and as Collateral Agent

By _______________________________________

Name:

Title:

By _______________________________________

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Series 1998-1 Letter of Credit Provider and Series 2000-1 Letter of Credit Provider

By _______________________________________

Name:

Title:

By _______________________________________

Name:

Title:

DEUTSCHE BANK AG, NEW YORK BRANCH, as managing agent, conduit facility bank and committed purchaser

By _______________________________________

Name:

Title:

By _______________________________________

Name:

Title:

Purchaser Percentage: As set forth on Exhibit C to Amendment No. 13 to Note Purchase Agreement, dated as of the date hereof

JPMORGAN CHASE BANK, N.A., as managing agent and conduit facility bank

By _______________________________________

Name:

Title:

Purchaser Percentage: As set forth on Exhibit C to Amendment No. 13 to Note Purchase Agreement, dated as of the date hereof

JPMORGAN CHASE BANK, N.A., as liquidity lender

By _______________________________________

Name:

Title:

Liquidity Commitment:  $77,500,000                                     

THE BANK OF NOVA SCOTIA, as managing agent and conduit facility bank

By _______________________________________

Name:

Title:

Purchaser Percentage: As set forth on Exhibit C to Amendment No. 13 to Note Purchase Agreement, dated as of the date hereof

THE BANK OF NOVA SCOTIA, as liquidity lender

By _______________________________________

Name:

Title:

Liquidity Commitment:   $25,000,000                                     

CREDIT SUISSE, ACTING THROUGH ITS

NEW YORK BRANCH, as liquidity agent and liquidity lender

By _______________________________________

Name:

Title:

By _______________________________________

Name:

Title:

Liquidity Commitment:   $62,500,000                              

BANK OF MONTREAL, as liquidity lender

By _______________________________________

Name:

Title:

Liquidity Commitment:   $42,500,000                              

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as liquidity lender

By _______________________________________

Name:

Title:

Liquidity Commitment:   $10,000,000                              

COMERICA BANK, as liquidity lender

By _______________________________________

Name:

Title:

Liquidity Commitment:   $15,000,000                              

CREDIT INDUSTRIEL ET COMMERCIAL, as liquidity lender

By _______________________________________

Name:

Title:

By _______________________________________

Name:

Title:

Liquidity Commitment:   $35,000,000                              

WELLS FARGO BANK, N.A., as liquidity lender

By _______________________________________

Name:

Title:

Liquidity Commitment:   $10,000,000