8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

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

June 2, 2009

Date of Report (Date of earliest event reported)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

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

5330 East 31st Street, Tulsa, Oklahoma 74135

(Address of principal executive offices and zip code)

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

N/A

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

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

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

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

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

(17 CFR 240.14d-2(b))

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

CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective as of June 2, 2009, Dollar Thrifty Automotive Group, Inc. (the “Company”) and certain of its subsidiaries entered into Amendment No. 1 (“Amendment No. 1”) to the Second Amended and Restated Master Collateral Agency Agreement (the “Master Collateral Agreement”), dated as of February 14, 2007, among the Company, DTG Operations, Inc., Rental Car Finance Corp., the Financing Sources named therein and Deutsche Bank Trust Company Americas, as Master Collateral Agent. The Master Collateral Agreement currently relates to two separate pools of collateral (“Group III” and “Group IV”) that support the Company’s Series 2005-1 (with respect to Group III) and 2006-1 and 2007-1 (with respect to Group IV) asset-backed medium term notes. Each Group contains cash, receivables and vehicles that may be re-designated to the other Group if certain conditions are met, including a condition that no Default (as defined in the Master Collateral Agreement) has occurred and is continuing.

The re-designation mechanism is intended to provide the Company with additional flexibility to manage its inventory in light of scheduled maturities of the notes and to permit an orderly disposition of vehicles to maximize proceeds and avoid dispositions of vehicles at inappropriate times in their depreciable life cycles. The Company requested the change to the mechanism that was effected by Amendment No. 1 as described below.

Amendment No. 1 amends the Master Collateral Agreement to permit the continued re-designation of vehicles from one Group to the other notwithstanding the occurrence and continuance of a bankruptcy or insolvency event with respect to any monoline insurance company (an ”Insurer”) for a series of the medium term notes (an “Insurer Related Amortization Event”). In the absence of Amendment No. 1, such an event would constitute a Default and therefore preclude re-designation of vehicles from one Group to another. Under Amendment No. 1, the Company’s ability to re-designate vehicles in such event remains subject to all of the other conditions to re-designation of collateral contained in the Master Collateral Agreement, none of which was amended, and a majority of the holders of a series of notes affected by such an Insurer event may direct that re-designation be prohibited.

In a letter agreement dated as of June 2, 2009 (the “Monoline Agreement”), the Company agreed with the Insurers of the medium term notes secured by Group IV collateral, as a condition to their execution of Amendment No. 1, that it would limit re-designation of vehicles from Group III to Group IV to no more than $200 million in net book value in the aggregate during the period from effectiveness of Amendment No. 1 until the occurrence (if any) of an Insurer Related Amortization Event with respect to the Series 2005-1 Notes, and to no more than $30 million in net book value per month after any occurrence of such an Insurer Related Amortization Event with respect to the Series 2005-1 Notes (in each case unless the Group IV Insurers otherwise consent).

In addition, in a letter agreement dated as of June 2, 2009 (the “Issuer Agreement”), the Company agreed with Deutsche Bank Trust Company Americas, in its capacity as Issuer of letters of credit under the Company’s Credit Agreement, dated as of June 15, 2007, among the Company, Deutsche Bank Trust Company Americas, in its capacity as Administrative Agent, and various financial institutions party thereto (as amended to the date hereof, the “Credit Agreement”), that as a condition of Deutsche Bank Trust Company Americas’ execution of Amendment No. 1 in its capacity as Enhancement Provider under the Company’s medium term note program, the Company will not request an increase in the Series 2005-1 Letter of Credit Amount under the Series 2005-1 Notes, unless approved by the Issuer at the direction of the Required Lenders (as defined in the Credit Agreement), at any time prior to the occurrence of an Insurer Related Amortization Event with respect to the Series 2005-1 Notes if, at the time, the Series 2005-1 Letter of Credit Amount were greater than $24,400,000 or if the requested increase would cause the Series 2005-1 Letter of Credit Amount to exceed that amount. The Company also agreed to reflect the foregoing as an amendment to the Credit Agreement at any time prior to the occurrence of an Insurer Related Amortization Event with respect to the Series 2005-1 Notes if so requested by the Required Lenders. Except as otherwise set forth above, capitalized terms used above are used as defined in the medium term note program documentation.

The foregoing description is qualified in its entirety by reference to Amendment No. 1, the Monoline Agreement and the Issuer Agreement attached hereto as Exhibits 4.210, 4.211 and 10.222, which are incorporated herein by reference.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No. Description

4.210 Amendment No. 1, dated as of June 2, 2009 to the Second Amended and Restated Master Collateral Agency Agreement (the “Master Collateral Agreement”), dated as of February 14, 2007, among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Rental Car Finance Corp., the Financing Sources named therein and Deutsche Bank Trust Company Americas, as Master Collateral Agent

4.211 Letter Agreement, dated as of June 2, 2009, among Dollar Thrifty Automotive Group, Inc., Ambac Assurance Corporation and Financial Guaranty Insurance Company, relating to Amendment No. 1 to the Second Amended and Restated Master Collateral Agency Agreement, dated as of February 14, 2007

10.222 Letter Agreement, dated as of June 2, 2009, between Dollar Thrifty Automotive Group, Inc., and Deutsche Bank Trust Company Americas, as letter of credit Issuer, relating to the Credit Agreement, dated as of June 15, 2007

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SIGNATURES

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

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Registrant)

June 8, 2009 By: /s/ H. CLIFFORD BUSTER III

H. Clifford Buster III

Senior Executive Vice President and Chief

Financial Officer

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INDEX TO EXHIBITS

Exhibit No. Description

4.210 Amendment No. 1, dated as of June 2, 2009 to the Second Amended and Restated Master Collateral Agency Agreement (the “Master Collateral Agreement”), dated as of February 14, 2007, among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Rental Car Finance Corp., the Financing Sources named therein and Deutsche Bank Trust Company Americas, as Master Collateral Agent

4.211 Letter Agreement, dated as of June 2, 2009, among Dollar Thrifty Automotive Group, Inc., Ambac Assurance Corporation and Financial Guaranty Insurance Company, relating to Amendment No. 1 to the Second Amended and Restated Master Collateral Agency Agreement, dated as of February 14, 2007

10.222 Letter Agreement, dated as of June 2, 2009, between Dollar Thrifty Automotive Group, Inc., and Deutsche Bank Trust Company Americas, as letter of credit Issuer, relating to the Credit Agreement, dated as of June 15, 2007

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EX-4

Exhibit 4.210

AMENDMENT NO. 1

TO SECOND AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT

DATED AS OF JUNE 2, 2009

This Amendment No. 1 to Second Amended and Restated Master Collateral Agency Agreement, dated as of June 2, 2009 (this “Amendment”) is among Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), as Master Servicer, DTG Operations, Inc., an Oklahoma corporation (“DTG Operations”), as a grantor and as Servicer, Rental Car Finance Corp, an Oklahoma corporation (“RCFC”), as a grantor, as a Financing Source and as a Beneficiary, various Financing Sources party hereto, various Beneficiaries party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Master Collateral Agent (“DBTCA”, collectively with DTAG, DTG Operations, RCFC, each Financing Source and each Beneficiary, the “Parties”).

RECITALS:

WHEREAS, DTAG, as Master Servicer, RCFC, as grantor, as a Financing Source and as a Beneficiary, DTG Operations, as grantor and as servicer and DBTCA, as Master Collateral Agent entered into that certain Second Amended and Restated Master Collateral Agency Agreement, dated as of February 14, 2007 (the “Master Collateral Agency Agreement”).

WHEREAS, DTAG, DTG Operations, RCFC and DBTCA, in their respective capacities as set forth on the signature pages hereto, entered into each Financing Source and Beneficiary Supplement to Amended and Restated Master Collateral Agency Agreement, each dated as of April 21, 2005 (each as amended, restated, supplemented or otherwise modified prior to the date hereof, collectively, the “Series 2005-1 Beneficiary Supplements”).

WHEREAS, DTAG, DTG Operations, RCFC and DBTCA, in their respective capacities as set forth on the signature pages hereto, entered into each Financing Source and Beneficiary Supplement to Amended and Restated Master Collateral Agency Agreement, each dated as of March 28, 2006 (each as amended, restated, supplemented or otherwise modified prior to the date hereof, collectively, the “Series 2006-1 Beneficiary Supplements”).

WHEREAS, DTAG, DTG Operations, RCFC and DBTCA, in their respective capacities as set forth on the signature pages hereto, entered into each Financing Source and Beneficiary Supplement to Second Amended and Restated Master Collateral Agency Agreement, each dated as of May 23, 2007 (each as amended, restated, supplemented or otherwise modified prior to the date hereof, collectively, “Series 2007-1 Beneficiary Supplements” and, collectively with the Series 2005-1 Beneficiary Supplements and the Series 2006-1 Beneficiary Supplements, the “Supplements”).

WHEREAS, the Parties wish to amend the Master Collateral Agency 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 Supplement for the applicable Series of Notes or if defined therein, in the Master Collateral Agency Agreement.

2.         Amendments to Master Collateral Agency Agreement. Upon the terms and subject to the conditions set forth in this Amendment, the Parties hereto hereby agree, effective as of June 2, 2009, that the Master Collateral Agency Agreement is hereby amended as follows:

(a)       The Master Collateral Agency Agreement is hereby amended by adding the following definitions to Section 1.1 in the proper alphabetical order:

“Insurer Related Amortization Event” means, with respect to any Series of Notes, any Amortization Event or Potential Amortization Event that arises solely as a result of an Event of Bankruptcy with respect to the policy provider, insurer or surety for such Series of Notes or a Class thereof or a default by such policy provider, insurer or surety under its financial guaranty insurance policy or surety bond, or its cancellation or rejection thereof, as applicable, in respect of such Series of Notes or a Class thereof including the Amortization Events and related Potential Amortization Events set forth in Section 5.1(j) or (k) of the Series 2005-1 Supplement, Section 5.1(j) or (k) of the Series 2006-1 Supplement or Section 5.1(j) or (k) of the Series 2007-1 Supplement, as the case may be.

“Series 2005-1 Supplement” means that certain Series 2005-1 Supplement (as amended, restated, supplemented or otherwise modified from time to time), dated as of April 21, 2005, to Amended and Restated Base Indenture, dated as of February 14, 2007, between RCFC and DBTCA, as trustee.

“Series 2006-1 Supplement” means that certain Series 2006-1 Supplement (as amended, restated, supplemented or otherwise modified from time to time), dated as of March 28, 2006, to Amended and Restated Base Indenture, dated as of February 14, 2007, between RCFC and DBTCA, as trustee.

“Series 2007-1 Supplement” means that certain Series 2007-1 Supplement (as amended, restated, supplemented or otherwise modified from time to time), dated as of May 23, 2007, to Amended and Restated Base Indenture, dated as of February 14, 2007, between RCFC and DBTCA, as trustee.

(b)       Section 2.3(a) of the Master Collateral Agency Agreement is hereby amended by adding the phrase “(other than, unless the Required Noteholders of the Series of Notes with respect to which the applicable Insurer Related Amortization Event has occurred shall have instructed in writing the Trustee and the Master Collateral Agent otherwise, an Insurer Related Amortization Event with respect to a Series of Notes)” immediately after the words “no Default” and immediately preceding the words “shall exist”.

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 Master Collateral Agency Agreement or the Supplements, nor alter, modify, amend or in any way affect any of the terms, conditions,

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obligations, covenants or agreements contained in the Master Collateral Agency Agreement or the Supplements, 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 Master Collateral Agency Agreement and the Supplements specifically referred to herein and any references in the Master Collateral Agency Agreement or the Supplements to the provisions of the Master Collateral Agency Agreement or the Supplements specifically referred to herein shall be to such provisions as amended by this Amendment.

4.         Applicable Provisions. Pursuant to Section 5.1 of the Master Collateral Agency Agreement, the Parties hereto may amend the Master Collateral Agency Agreement.

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 INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF THE SUBJECT MATTER HEREOF 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 THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK), 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]

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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.

DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Master Collateral Agent under the Master Collateral Agency Agreement

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

DOLLAR THRIFTY AUTOMOTIVE GROUP,INC., as Master Servicer under the Master Collateral Agency Agreement

By: __________________________

Pamela S. Peck

Vice President and Treasurer

DTG OPERATIONS, INC., as a Grantor and as Servicer under the Master Collateral Agency Agreement

By: __________________________

Pamela S. Peck

Treasurer

RENTAL CAR FINANCE CORP., as a Grantor, as a Financing Source and as a Beneficiary under the Master Collateral Agency Agreement

By: __________________________

Pamela S. Peck

Vice President and Treasurer

DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Trustee under the Supplements, as Senior Beneficiary, Financing Source, New Financing Source and New Beneficiary on behalf of the Series 2005-1 Noteholders and the Series 2005-1 Insurer under the Series 2005-1 Beneficiary Supplements, as Senior Beneficiary, Financing Source, New Financing Source and New Beneficiary on behalf of the Series 2006-1 Noteholders and the Series 2006-1 Insurer under the Series 2006-1 Beneficiary Supplements and as Senior Beneficiary, Financing Source, New Financing Source and New Beneficiary on behalf of the Series 2007-1 Noteholders and the Series 2007-1 Insurer under the Series 2007-1 Beneficiary Supplements

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

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DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Subordinated Beneficiary and Beneficiary under the Series 2005-1 Beneficiary Supplement and as the Series 2005-1 Letter of Credit Provider, as a Subordinated Beneficiary and Beneficiary under the Series 2006-1 Beneficiary Supplement and as the Series 2006-1 Letter of Credit Provider, and as a Subordinated Beneficiary and Beneficiary under the Series 2007-1 Beneficiary Supplement and as the Series 2007-1 Letter of Credit Provider

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

VEXCO, LLC, as a Financing Source and Beneficiary

By: ___________________________

Name:

Title:

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The foregoing Amendment is hereby consented to

and accepted as of the date first above written:

SYNCORA GUARANTEE INC., as Series 2005-1 Insurer

  By: _________________________

Name:

Title:

AMBAC ASSURANCE CORPORATION,

as Series 2006-1 Insurer

By: _________________________________

Name:

Title:

FINANCIAL GUARANTY INSURANCE COMPANY,

as Series 2007-1 Insurer

By: _________________________________

Name:

Title:

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EX-4

Exhibit 4.211

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

5330 E. 31^st Street

Tulsa, Oklahoma 74135

Ambac Assurance Corporation

One State Street Plaza

New York, NY 10004

Attention: General Counsel

Financial Guaranty Insurance Company

125 Park Avenue

New York, NY 10017

Attention: General Counsel

Re: MCAA Amendment No. 1

June 2, 2009

Ladies and Gentlemen:

Reference is made in this letter agreement (this “Agreement”) to (i) that certain Insurance Agreement (the “Ambac Insurance Agreement”, dated as of March 28, 2006, by and among Rental Car Finance Corp. (“RCFC”), Ambac Assurance Corporation (“Ambac”) and Deutsche Bank Trust Company Americas (the “Trustee”); (ii) that certain Insurance Agreement (the “FGIC Insurance Agreement”, and together with the Ambac Insurance Agreement, the “Insurance Agreements”), dated May 23, 2007, between Financial Guaranty Insurance Company (“FGIC”) and RCFC; and (iii) that certain Amendment No. 1 to Second Amended and Restated Master Collateral Agency Agreement, dated as of the date hereof (the “MCAA Amendment”, and the Amended and Restated Master Collateral Agency Agreement as so amended, the “MCAA”), among Dollar Thrifty Automotive Group, Inc. (“DTAG”), DTG Operations, Inc. (“DTG Operations”), RCFC, various Financing Sources party thereto, various Beneficiaries party thereto, and the Trustee in its capacity as Trustee and as Master Collateral Agent. Unless otherwise defined herein, terms used in this Agreement are used as defined in the Ambac Insurance Agreement or the FGIC Insurance Agreement, as applicable). In consideration for the execution by Ambac and FGIC of the MCAA Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, but without limiting any rights arising pursuant to the Insurance Agreements, each of DTAG, Ambac and FGIC hereby agrees as follows:

(a) If an Insurer Related Amortization Event (as defined in the MCAA) has not occurred with respect to the Series 2005-1 Notes, without limiting any other condition for such redesignation, DTAG shall not, on or after June 2, 2009 and until the occurrence of such an Insurer Related Amortization Event, redesignate Master Collateral Vehicles pursuant to Section 2.3 of the MCAA with an aggregate Net Book Value in excess of

$200,000,000 in the aggregate with respect to moving Master Collateral Vehicles from Group III Collateral to Group IV Collateral, unless otherwise agreed by Ambac and FGIC in writing, provided that if an Insurer Related Amortization Event shall have occurred with respect to either the Series 2006-1 or Series 2007-1 Notes, the Insurer for the series in which no such event shall have occurred will have the sole right to provide such agreement and (b) if an Insurer Related Amortization Event shall have occurred and be continuing with respect to the Series 2005-1 Notes, without limiting any other condition for such redesignation, DTAG shall not redesignate Master Collateral Vehicles pursuant to Section 2.3 of the MCAA with respect to moving Master Collateral Vehicles from Group III Collateral to Group IV Collateral to the extent that during any calendar month beginning with the month during which such Insurer Related Amortization Event occurs, and continuing thereafter until November 30, 2009 (the “End Month”), the aggregate Net Book Value of the Vehicles subject to such redesignation during the applicable month shall exceed $30,000,000 (or with respect to the month during which such Insurer Related Amortization Event shall have occurred, such greater amount as shall have been subject to redesignation during such month on or prior to the occurrence of such Insurer Related Amortization Event); provided, however, that the current End Month shall be automatically extended one month at a time to the last day of the next succeeding month unless either Ambac or FGIC shall notify RCFC in writing within five days prior to the last day of the current End Month that such automatic extensions shall cease; providedfurther that if an Insurer Related Amortization Event shall have occurred with respect to both the Series 2006-1 Notes and the Series 2007-1 Notes the limitation on the redesignation of Vehicles set forth in this paragraph shall terminate.

THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

This Agreement may be executed in counterparts and by separate parties hereto on separate counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument.

[Signature pages follow.]

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Very truly yours,

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By:________________________________________

Name:

Title:

Acknowledged and agreed to:

AMBAC ASSURANCE CORPORATION

By:_________________________________

Name:

Title:

FINANCIAL GUARANTY INSURANCE COMPANY

By:_________________________________

Name:

Title:

EX-10

Exhibit 10.222

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

5330 E. 31^st Street

Tulsa, Oklahoma 74135

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

Dated as of June 2, 2009

Ladies and Gentlemen:

We are writing with respect to Amendment No. 1 to Second Amended and Restated Master Collateral Agency Agreement, dated as of June 2, 2009, among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Rental Car Finance Corp., the other institutions party thereto and Deutsche Bank Trust Company Americas, in its capacity as Trustee and as Master Collateral Agent and in its capacity as Enhancement Provider.

In connection with the foregoing and your execution of the same in your capacity as Enhancement Provider, we have been discussing with you in such capacity our ability to request the issuance of Enhancement Letters of Credit under the Credit Agreement, dated as of June 15, 2007, among Dollar Thrifty Automotive Group, Inc., Deutsche Bank Trust Company Americas, in its capacity as Administrative Agent, and various financial institutions party thereto. We confirm that, with respect to the Series 2005-1 Letter of Credit, we agree that we will not request an increase in the Series 2005-1 Letter of Credit Amount without your prior approval (as you may be directed by the Required Lenders under the Credit Agreement) at any time prior to the occurrence of an Insurer Related Amortization Event with respect to the Series 2005-1 Notes if, at the time, the Series 2005-1 Letter of Credit Amount were greater than $24,400,000 or if the requested increase would cause the Series 2005-1 Letter of Credit Amount to exceed that amount. Except as otherwise set forth above, capitalized terms used above are used as defined in our medium term note program documentation.

We agree, reasonably promptly at the request of the Required Lenders under the Credit Agreement at any time prior to the occurrence of an Insurer Related Amortization Event with respect to the Series 2005-1 Notes, to execute an amendment to the Credit Agreement in substantially the form of prior amendments thereto (except that we will be required solely to make representations that relate to the due authorization, execution, validity and enforceability of the amendment) that incorporates the foregoing provision relating to the Series 2005 Enhancement Letter of Credit into the Credit Agreement. It is understood and agreed that the amendment shall not change any other provision of the Credit Agreement or impose any other obligation or restriction on us that is not currently provided for in the Credit Agreement or the new provision relating to the Series 2005-1 Letter of Credit as set forth in the preceding paragraph and, subject to the foregoing, shall be otherwise reasonably acceptable to us.

As we have discussed, we will be filing with the Securities and Exchange Commission a copy of Amendment No. 1 to the Second Amended and Restated Master Collateral Agency Agreement and will make disclosure in connection therewith of the restrictions on re-designation of vehicles agreed to in paragraph 2 of the letter agreement between us and the Insurers of the Series 2006-1 Notes and the Series 2007-1 Notes executed in connection therewith (a copy of which we have previously provided to you).

Any breach by us of our agreements in this Letter (in the case of (i) our breach of our agreement to enter into the amendment to the Credit Agreement, if such breach continues unremedied for a period of 5 Business Days after notice thereof shall have been given by you to us, or (ii) any failure by us to make the public disclosures described above, within 7 Business Days after the date hereof) shall, unless otherwise determined by the Required Lenders, constitute an Event of Default under the Credit Agreement.

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Very truly yours,

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By:_________________________________________

Name:

Title:

Acknowledged and Agreed:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as the Issuer

By: ____________________________________

Name:

Title:

By: ____________________________________

Name:

Title: