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
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
Amo
