AMENDMENT NO. 3

                                       TO

                               LIQUIDITY AGREEMENT

                          dated as of February 18, 2000

                                      among

                          DOLLAR THRIFTY FUNDING CORP.,

                         CERTAIN FINANCIAL INSTITUTIONS,

                            as the Liquidity Lenders

                                       and

                  CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,

                             as Liquidity Agent and

                   as Series 1998-1 Letter of Credit Provider




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                                 AMENDMENT NO. 3
                             TO LIQUIDITY AGREEMENT

         This  Amendment No. 3 to Liquidity  Agreement  dated as of February 18,
2000 ("Amendment"),  among Dollar Thrifty Funding Corp., an Oklahoma corporation
("DTFC"),  the undersigned  financial  institutions  (the "Liquidity  Lenders"),
Credit Suisse First Boston,  New York Branch,  a Swiss banking  corporation,  as
Liquidity Agent and as Series 1998-1 Letter of Credit  Provider  ("CSFB") (DTFC,
the  Liquidity  Lenders  and CSFB are  collectively  referred  to  herein as the
"Parties"),  The Chase Manhattan Bank, not as a party but as Syndication  Agent,
and The Bank of Nova Scotia, not as a party but as Document 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 and The
Chase Manhattan  Bank, not as a party but as Syndication  Agent, as subsequently
amended by (i) Amendment No. 1 to Liquidity Agreement dated as of March 4, 1999,
and (ii) Amendment No. 2 to Liquidity Agreement dated as of October 20, 1999 (as
amended to the date hereof, the "Liquidity Agreement"); and

     B.  Contemporaneously  herewith, the Parties are entering into that certain
Extension Agreement whereby the Scheduled Liquidity Commitment  Termination Date
is being extended until February 28, 2001; and

     C. As a result of such  extension,  the Parties wish to amend the Liquidity
Agreement as provided herein.

         NOW THEREFORE, the Parties hereto agree as follows:

     1. Definitions. Capitalized terms used in this Amendment not herein defined
shall have the meaning contained in the Liquidity Agreement.

     2. Amendments. The Liquidity Agreement is hereby amended as follows:

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

                           "SECTION 4.5 Fees. (a) Commitment Fee. DTFC agrees to
                           pay to the  Liquidity  Agent for the  account of each
                           Liquidity  Lender  an  ongoing  commitment  fee  (the
                           "Commitment  Fee")  equal to 0.25%  per  annum of the
                           average daily unused  portion of each such  Liquidity
                           Lender's  Liquidity  Commitment,  such fee to  accrue
                           from March 2, 2000 (the "Closing Date")

                                                        -1-


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                           until the Liquidity Commitment  Termination Date. The
                           Commitment  Fee shall be computed based on the actual
                           number  of  days  elapsed  and a 360  day  year.  The
                           Commitment  Fee shall be  payable  in  arrears on the
                           last Business Day of each calendar quarter  occurring
                           after  the   Closing   Date  and  on  the   Liquidity
                           Commitment Termination Date."

          (b) By deleting the definition of "Fee Letter" appearing in Annex A to
     the  Liquidity  Agreement  in  its  entirety  and  replacing  it  with  the
     following:

                           "Fee  Letter"  means that  certain  fee letter  dated
                           February  18, 2000 among DTFC,  Credit  Suisse  First
                           Boston,  New York  Branch,  and The  Chase  Manhattan
                           Bank, as the same may be amended, restated,  replaced
                           or otherwise modified from time to time."

          3. Effect of Amendment.  Except as expressly  set forth  herein,  this
     Amendment shall not by implication or otherwise limit, impair, constitute a
     waiver  of, or  otherwise  affect the  rights  and  remedies  of any of the
     Parties hereto under the Liquidity  Agreement,  nor alter, modify, amend or
     in any way affect any of the terms, conditions,  obligations,  covenants or
     agreements  contained in the Liquidity  Agreement,  all of which are hereby
     ratified  and  affirmed in all  respects by each of the Parties  hereto and
     shall continue in full force and effect.  This Amendment shall apply and be
     effective  only with respect to the  provisions of the Liquidity  Agreement
     specifically  referred  to  herein  and  any  references  in the  Liquidity
     Agreement  to  the  provisions  of  the  Liquidity  Agreement  specifically
     referred  to  herein  shall  be to  such  provisions  as  amended  by  this
     Amendment.

          4.  Applicable  Provision.  Pursuant to Section 11.1 of the  Liquidity
     Agreement,  the Liquidity  Agreement  may be amended by DTFC,  CSFB, as the
     Series 1998-1 Letter of Credit Provider, and the Majority Banks.

          5. Condition to  Effectiveness.  The  effectiveness  of this Amendment
     shall be  conditioned  upon the  effectiveness  of that  certain  Extension
     Agreement   dated  as  of  the  date  hereof  among  DTFC,   the  financial
     institutions parties thereto, and CSFB.

          6.  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  on their  terms) on the date of this  Amendment as
     though made on and as of the date of this Amendment.

                                                        -2-


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          7.  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.

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

          9. 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.

          10.  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]


                                                        -3-


<PAGE>



         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.,
                                 an Oklahoma corporation

                               By: _______________________________________
                                        Pamela S. Peck
                                        Vice President


                                LIQUIDITY AGENT:

                               CREDIT SUISSE FIRST BOSTON, NEW YORK
                               BRANCH, a Swiss banking corporation

                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________

                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________

                               SERIES 1998-1 LETTER OF CREDIT

                               PROVIDER:

                               CREDIT SUISSE FIRST BOSTON, NEW YORK
                               BRANCH, a Swiss banking corporation

                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________

                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________





                                                        -4-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$75,000,000                    CREDIT SUISSE FIRST BOSTON, NEW YORK
                               BRANCH, a Swiss banking corporation


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________

                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________







                                                        -5-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$65,000,000                    THE CHASE MANHATTAN BANK


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________







                                                        -6-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$50,000,000                    ING (U.S.) CAPITAL, LLC


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________









                                                        -7-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$70,000,000                    THE BANK OF NOVA SCOTIA


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________




                                                        -8-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$50,000,000                    ABN AMRO BANK N.V.


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________

                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________








                                                        -9-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$40,000,000                    CREDIT INDUSTRIEL ET COMMERCIAL


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________

                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________










                                                       -10-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$40,000,000                    DRESDNER BANK AG, NEW YORK AND
                               GRAND CAYMAN BRANCHES

                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________

                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________






















                                                       -11-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$25,000,000                    FLEET NATIONAL BANK


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________





                                                       -12-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$25,000,000                    BBL INTERNATIONAL (U.K.) LTD


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________





                                                       -13-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$30,000,000                    BANK OF MONTREAL


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________






                                                       -14-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$50,000,000                    BANK ONE, TEXAS N.A.


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________





                                                       -15-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$30,000,000                    BAYERISCHE LANDESBANK GIROZENTRALE,
                                 NEW YORK BRANCH

                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________






                                                       -16-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$25,000,000                    COMERICA BANK


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________





                                                       -17-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$25,000,000                    MORGAN GUARANTY TRUST COMPANY OF
                               NEW YORK


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________






                                                       -18-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$50,000,000                    DEUTSCHE BANK AG, NEW YORK A/O
                               CAYMAN ISLANDS BRANCHES

                                By: ________________________________________
                                         Name: _____________________________
                                         Title: ____________________________



                                                       -19-


<PAGE>



LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$25,000,000                    KBC BANK


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________




                                                       -20-


<PAGE>


LIQUIDITY COMMITMENT:          LIQUIDITY LENDER:

$25,000,000                    WELLS FARGO BANK


                               By: ________________________________________
                                        Name: _____________________________
                                        Title: ____________________________





                                                       -21-