0001049108-10-000077 Sample Contracts

AMENDMENT NO. 1
Master Exchange and Trust Agreement • August 3rd, 2010 • Dollar Thrifty Automotive Group Inc • Services-auto rental & leasing (no drivers) • New York

This Amendment No. 1 to Master Trust and Exchange Agreement (this “Amendment”) is entered into as of April 23, 2010 by and between Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations, Inc., an Oklahoma corporation (f/k/a Dollar Rent A Car Systems, Inc.) (“DTG Operations”), Thrifty Rent-A-Car System, Inc., an Oklahoma corporation (“Thrifty”), Chicago Deferred Exchange Company, LLC, a Delaware limited liability company, (f/k/a Chicago Deferred Exchange Corporation, an Illinois corporation) (“CDEC”), solely in its capacity as a member of VEXCO, LLC, VEXCO, LLC, a Delaware limited liability company wholly owned by CDEC (the “Qualified Intermediary”), and Deutsche Bank Trust Company Americas (“DBTCA” and, together with RCFC, DTG Operations, Thrifty, CDEC and the Qualified Intermediary, the “Parties”), as qualified trustee (as successor to Bank of America, N.A.).

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