0001049108-06-000056 Sample Contracts

PERFORMANCE SHARES GRANT AGREEMENT
Performance Shares Grant Agreement • February 7th, 2006 • Dollar Thrifty Automotive Group Inc • Services-auto rental & leasing (no drivers) • Delaware

THIS PERFORMANCE SHARES GRANT AGREEMENT (this “Agreement”) is made effective as of the ____ day of ________________, 200___, between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“Company”) and «Name» (the “Employee”).

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AMENDMENT NO. 12 TO SERIES 2000-1 SUPPLEMENT Dated as of February 1, 2006
Dollar Thrifty Automotive Group Inc • February 7th, 2006 • Services-auto rental & leasing (no drivers) • New York

This AMENDMENT NO. 12 TO SERIES 2000-1 SUPPLEMENT, dated as of February 1, 2006 (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”), Credit Suisse, New York Branch, as the Series 2000-1 Letter of Credit Provider (“Credit Suisse”), The Bank of Nova Scotia, in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“Scotia”), ABN AMRO Bank N.V. in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“ABN”), JPMorgan Chase Bank, National Association, in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“JPMorgan”) and Dresdner Bank AG, in its capacity as Managing Agent and as a Series 2000-1 Noteholder (“Dresdner”), BNP Paribas, New York Branch, in its capacity as Managing Agent and as a Series 2

AMENDMENT NO. 9 TO NOTE PURCHASE AGREEMENT Dated as of February 1, 2006
Note Purchase Agreement • February 7th, 2006 • Dollar Thrifty Automotive Group Inc • Services-auto rental & leasing (no drivers) • New York

This AMENDMENT NO. 9 TO NOTE PURCHASE AGREEMENT, dated as of February 1, 2006 (this “Amendment”) is made among RENTAL CAR FINANCE CORP., an Oklahoma corporation (“RCFC”), DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (“DTAG”), the entities party hereto as Conduit Purchasers (the “Conduit Purchasers”), the entities party hereto as Committed Purchasers (the “Committed Purchasers”), the entities party hereto as Managing Agents (the “Managing Agents”), and DRESDNER KLEINWORT WASSERSTEIN SECURITIES LLC (the “Administrative Agent”).

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