Common use of Independence of Covenants Clause in Contracts

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT A - Form of Revolving Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of April 29, 1997, among BUDGET RENT A CAR CORPORATION, a Delaware corporation (the "Borrower"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").

Independence of Covenants. 117 12.1475 Section 10.13. Judgment Currency...............................................................117 12.15Change in Accounting Principles, Fiscal Year or Tax Laws...............................................75 Section 10.14. Forum Selection Headings Descriptive; Entire Agreement................................76 SCHEDULES ---------- SCHEDULE 5.01(A) Lack of Qualification SCHEDULE 5.01(B) Organization and Consent to Jurisdiction.....................................118 12.16. Waiver Ownership of Jury Trial............................................................119 Subsidiaries SCHEDULE I - Disclosure Schedule 5.05 Certain Pending and Threatened Litigation SCHEDULE II - Lender Information 5.08 Environmental Matters SCHEDULE III - Deposit Banks 5.11 Tax Filings and Payments SCHEDULE IV - Subordinated Intercompany Note Terms 5.14 Employee Benefit Matters SCHEDULE V - Scheduled Letters 5.15 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.16 Ownership of Credit Properties SCHEDULE 5.19 Dividend Restrictions SCHEDULE 7.02(A) Existing Liens SCHEDULE 7.02(B) Existing Debt EXHIBITS -------- EXHIBIT A - Form of Revolving Note EXHIBIT B-1 B - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request Bid Facility Note EXHIBIT C - Form of Continuation/Conversion Notice Swing Line Note EXHIBIT D - Form of Compliance Certificate Bid Request EXHIBIT E - Form of Borrowing Base Certificate Bid Request Invite EXHIBIT F-1 F - Form of Parent Pledge Agreement Bid Rate Bid EXHIBIT F-2 G - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement Bid Rate Acceptance/Rejection EXHIBIT H - Form of Subsidiary Guaranty Agreement EXHIBIT I-1 I - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement Opinion of Smitx, Xxmbxxxx & Xussxxx, XXP EXHIBIT K-1 K - Form of Opinion of Special Counsel to the Obligors Assignment and Acceptance Agreement EXHIBIT K-2 L - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent Compliance Certificate CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated AGREEMENT made and entered into as of April 29March 31, 19971998, by and among BUDGET RENT A CAR CORPORATIONHAVEXXX XXXNITURE COMPANIES, INC., a Delaware corporation organized and existing under the laws of the State of Maryland (the "Borrower"), BUDGET GROUPSUNTRUST BANK, INC. (formerly known as Team Rental Group, Inc.)ATLANTA, a Delaware banking corporation organized under the laws of the State of Georgia (the "ParentSunTrust"), the various financial other banks and lending institutions listed on the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as are or may become parties hereto provided herein (collectivelySunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), NATIONSBANC CAPITAL MARKETSSUNTRUST BANK, INC. ("NationsBanc")ATLANTA, in its capacity as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and each successor agent for such Lenders as the documentation agent may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), FIRST UNION NATIONAL BANK and NATIONSBANK, N.A., in their respective capacities as a co-syndication agent agents for the Lenders (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").;

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.1590 11.14. Forum Selection and Consent to Jurisdiction.....................................118 12.16...............91 11.15. Waiver of Jury Trial............................................................119 ......................................91 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit Subordination Provisions EXHIBIT A - Form of Revolving Loan Note EXHIBIT B-1 B - Form of Competitive Bid Loan Note EXHIBIT C-1 - Form of Revolving Loan Borrowing Request EXHIBIT B-2 C-2 - Form of Issuance Competitive Bid Loan Borrowing Request EXHIBIT C D-1 - Form of Invitation for Bid Loan Offers EXHIBIT D-2 - Form of Competitive Bid Loan Offer EXHIBIT D-3 - Form of Competitive Bid Loan Acceptance EXHIBIT E - Intentionally Omitted EXHIBIT F - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J G - Form of Lender Assignment Agreement EXHIBIT K-1 H - Form of Opinion Compliance Certificate EXHIBIT I - Conformed Copy of Special Counsel to ADT Limited Guaranty EXHIBIT J - Conformed Copy of Subsidiary Guarantor Guaranty EXHIBIT A REVOLVING NOTE New York, New York $__________________________ January 14, 1997 FOR VALUE RECEIVED, the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS CREDIT AGREEMENTundersigned, dated as of April 29ADT OPERATIONS, 1997, among BUDGET RENT A CAR CORPORATIONINC., a Delaware corporation (the "Borrower"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation promises to pay to the order of ____________________ (the "ParentLender") on _________, 19__ the principal sum of _________________ DOLLARS ($ ________) or, if less, the aggregate unpaid principal amount of all Revolving Loans shown on the schedule attached hereto (and any continuation thereof) made by the Lender pursuant to that certain Credit Agreement, dated as of January __, 1997 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the "Credit Agreement"), among the various Borrower, the financial institutions as are or may become parties hereto thereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. and The Bank of Nova Scotia ("NationsBancScotiabank"), individually and as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders. The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds to the account designated by the Agent pursuant to the Credit Agreement. This Note is one of the Revolving Notes referred to in, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectivelyevidences Indebtedness incurred under, the "Co-Syndication Agents"Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. ADT OPERATIONS, INC. By: _______________________________ Title: REVOLVING LOANS AND PRINCIPAL PAYMENTS Amount of Revolving Amount of Principal Unpaid Principal Loan Made Interest Repaid Balance --------------------- (Period ----------------------- --------------------- Alternate (If Ap- Alternate Alternate Base LIBO plic- Base LIBO Base LIBO Notation Date Rate Rate able) for the LendersRate Rate Rate Rate Total Made By ---- --------- ---- -------- --------- ---- --------- ---- ----- -------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- EXHIBIT B COMPETITIVE BID LOAN NOTE $250,000,000 New York, as administrative agent (in such capacityNew York January 14, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").1997

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15101 11.14. Forum Selection and Consent to Jurisdiction.....................................118 12.16....................101 11.15. Waiver of Jury Trial............................................................119 ...........................................102 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit Subordination Provisions EXHIBIT A - Form of Revolving Loan Note EXHIBIT B-1 B - Form of Competitive Bid Loan Note EXHIBIT C-1 - Form of Revolving Loan Borrowing Request EXHIBIT B-2 C-2 - Form of Issuance Competitive Bid Loan Borrowing Request EXHIBIT C D-1 - Form of Invitation for Bid Loan Offers EXHIBIT D-2 - Form of Competitive Bid Loan Offer EXHIBIT D-3 - Form of Competitive Bid Loan Acceptance EXHIBIT E - Intentionally Omitted EXHIBIT F - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J G - Form of Lender Assignment Agreement EXHIBIT K-1 H - Form of Compliance Certificate EXHIBIT I - Form of ADT Limited Guaranty EXHIBIT J - Form of Subsidiary Guarantor Guaranty EXHIBIT K - Form of Opinion of Special Bermuda Counsel to the Obligors ADT Limited EXHIBIT K-2 L-1 - Form of Opinion of New York Counsel to ADT Limited, the Borrower and the Other Obligors EXHIBIT L-2 - Form Of Opinion of Corporate Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to and the Parent Other Obligors CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of April 29January 9, 1997, among BUDGET RENT A CAR CORPORATIONADT OPERATIONS, INC., a Delaware corporation (the "Borrower"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. and THE BANK OF NOVA SCOTIA ("NationsBancScotiabank"), individually and as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").,

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 SCHEDULE 134 ANNEX I - Disclosure Schedule SCHEDULE List of Banks ANNEX II - Lender Information SCHEDULE Bank Addresses ANNEX III - Deposit Banks SCHEDULE Schedule of Existing Debt ANNEX IV - Subordinated Intercompany Note Terms SCHEDULE Schedule of Subsidiaries ANNEX V - Scheduled Letters Schedule of Credit EXHIBIT Collective Bargaining Agreements ANNEX VI - Summary of Corporate Insurance Policies ANNEX VII - Schedule of Liens ANNEX VIII - List of Mortgaged Real Property ANNEX IX - Schedule of Litigation ANNEX X - Schedule of Consents ANNEX XI - Schedule of Restrictions ANNEX XII - Environmental Matters ANNEX XIII - Taxes ANNEX XIV - Schedule of Intellectual Property ANNEX XV - Schedule of Existing Leases ANNEX XVI - Compliance with Laws Exhibit A - Form of Revolving Note EXHIBIT Exhibit B-1 - Form of Borrowing Request EXHIBIT A Term Note Exhibit B-2 - Form of Issuance Request EXHIBIT C B Term Note Exhibit C-1 - Form of Continuation/Conversion Notice EXHIBIT Opinion of Milbank, Tweed, Xxxxxx & XxXxxx Exhibit C-2 - Form of Opinion of Hunter, Maclean, Xxxxx & Xxxx, P.C. Exhibit C-3 - Form of Local Counsel Opinion Exhibit D - Form of Compliance Mortgage Exhibit E - Form of Holdings Guarantee Exhibit F-1 - Form of Borrower Securities Pledge Agreement Exhibit F-2 - Form of Holdings Securities Pledge Agreement Exhibit G - Form of Borrower Intellectual Property Security Agreement Exhibit H - Form of Borrower General Security Agreement Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Conversion/Continuation Exhibit L - Form of Officer's Solvency Certificate EXHIBIT E Exhibit M - Form of Borrowing Base Certificate EXHIBIT F-1 Exhibit N - Form of Parent Pledge Agreement EXHIBIT F-2 Officer's Certificate Regarding Environmental Review Exhibit O - Form of Borrower Pledge Landlord Lien Assurance Agreement EXHIBIT F-3 Exhibit P - Form of Consolidated Financial Plan Exhibit Q - Form of Non-U.S. Lender Certificate Exhibit R - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS Guarantee DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 -v- CREDIT AGREEMENT, dated as of April 29October 18, 19971996 (the "Agreement"), among BUDGET RENT A CAR CORPORATIONXXXXXX PRODUCTS COMPANY, a Delaware corporation (subsequent to its merger with DNL Savannah Acquisition Corp., the "Borrower"), BUDGET GROUPthe lending institutions listed in Annex I (each a "Bank" and, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "LendersBanks"), NATIONSBANC CAPITAL MARKETS, INC. ) and the New York branch of BANQUE INDOSUEZ ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication AgentIndosuez") as the agent and collateral agent for the Lenders and as the documentation agent Banks (in such capacity, the "Documentation Agent") for the Lenders). Unless otherwise defined herein, all capitalized terms used herein and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), defined in Section 9 are used herein as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger")so defined.

Independence of Covenants. 117 12.1479 Section 10.13. Judgment Currency...............................................................117 12.15Change in Accounting Principles, Fiscal Year or Tax Laws ............. 79 Section 10.14. Forum Selection Headings Descriptive; Entire Agreement ............................... 79 SCHEDULES SCHEDULE 5.01 Organization and Consent to Jurisdiction.....................................118 12.16. Waiver Ownership of Jury Trial............................................................119 Subsidiaries SCHEDULE I - Disclosure Schedule 5.01(a) Lack of Qualification SCHEDULE II - Lender Information 5.05 Certain Pending and Threatened Litigation SCHEDULE III - Deposit Banks 5.08 Environmental Matters SCHEDULE IV - Subordinated Intercompany Note Terms 5.11 Burdensome Restrictions SCHEDULE V - Scheduled Letters 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Credit Properties SCHEDULE 5.20 Dividend Restrictions SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1996 SCHEDULE 7.01 Existing Indebtedness SCHEDULE 7.02 Existing Liens SCHEDULE 7.06 Existing Investments EXHIBITS EXHIBIT A - Form of Revolving Note EXHIBIT B-1 B - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request Bid Facility Note EXHIBIT C - Form of Continuation/Conversion Notice Letter of Credit Application EXHIBIT D - Bid Request EXHIBIT E - Bid Request Invite EXHIBIT F - Bid Rate Bid EXHIBIT G - Bid Rate Acceptance/Rejection EXHIBIT H - Form of Amended and Restated Subsidiary Guaranty EXHIBIT I - Form of Closing Certificate EXHIBIT J-1 - Form of Opinion of Dickinson, Wright, Moon, Van Dusen & Freexxx XXXIBIT J-2 - Form of Opinion of Kilpxxxxxx & Xody EXHIBIT K - Form of Assignment and Acceptance Agreement EXHIBIT L - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated AGREEMENT made and entered into as of April 29November 14, 19971996, by and among BUDGET RENT A CAR INTERMET CORPORATION, a Delaware Georgia corporation (the "BorrowerIntermet"), BUDGET GROUPSUNTRUST BANK, INC. ATLANTA (formerly known as Team Rental Group, Inc.Trust Company Bank), a Delaware banking corporation organized under the laws of the State of Georgia (the "ParentSunTrust"), the various financial other banks and lending institutions listed on the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as are or may become parties hereto provided herein (collectivelySunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), NATIONSBANC CAPITAL MARKETSSUNTRUST BANK, INC. ("NationsBanc")ATLANTA, in its capacity as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and each successor agent for such Lenders as the documentation agent may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), NBD BANK ("NBD") and FIRST UNION NATIONAL BANK OF NORTH CAROLINA ("First Union"), in their respective capacities as a co-syndication agent agents for the Lenders (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").;

Independence of Covenants. 117 12.14120 Section 13.16. Judgment Currency...............................................................117 12.15Limitation of Liability............................................................. 120 Section 13.17. Forum Selection and Consent to Jurisdiction.....................................118 12.16Entire Agreement.................................................................... 120 Section 13.18. Waiver of Jury Trial............................................................119 Construction............................................................................ 121 Section 13.19. Headings................................................................................. 121 SCHEDULE I - Disclosure Schedule Commitments SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled 1.1.(A) Existing Letters of Credit SCHEDULE 1.1.(B) List of Loan Parties SCHEDULE 4.1. Initial Unencumbered Assets SCHEDULE 7.1.(b) Ownership Structure SCHEDULE 7.1.(f) Properties SCHEDULE 7.1.(g) Indebtedness and Guaranties SCHEDULE 7.1.(h) Material Contracts SCHEDULE 7.1.(i) Litigation SCHEDULE 7.1.(r) Affiliate Transactions EXHIBIT A - Form of Assignment and Assumption Agreement EXHIBIT B Form of Bid Rate Note EXHIBIT C Form of Designation Agreement EXHIBIT D Form of Disbursement Instruction Agreement EXHIBIT E Form of Guaranty EXHIBIT F Form of Notice of Continuation EXHIBIT G Form of Notice of Conversion EXHIBIT H Form of Notice of Revolving Borrowing EXHIBIT I Form of Notice of Swingline Borrowing EXHIBIT J Form of Notice of Term Loan Borrowing EXHIBIT K Form of Revolving Note EXHIBIT B-1 - L Form of Borrowing Swingline Note EXHIBIT M Form of Term Note EXHIBIT N Form of Unencumbered Asset Certificate EXHIBIT O Form of Bid Rate Quote Request EXHIBIT B-2 - P Form of Issuance Request Bid Rate Quote EXHIBIT C - Q Form of Continuation/Conversion Notice Bid Rate Quote Acceptance EXHIBITS R Forms of U.S. Tax Compliance Certificates EXHIBIT D - S Form of Compliance Certificate EXHIBIT E - T Form of Borrowing Base Closing Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent THIS CREDIT AGREEMENT THIS CREDIT AGREEMENT, (this “Agreement”) dated as of April 29June 30, 1997, 2015 by and among BUDGET RENT A CAR REALTY INCOME CORPORATION, a Delaware corporation formed under the laws of the State of Maryland (the "“Borrower"”), BUDGET GROUP, INCeach of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5. (formerly known as Team Rental Group, Inc.the “Lenders”), a Delaware corporation and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Parent"“Administrative Agent”), the various financial institutions as are or may become parties hereto (collectivelywith XXXXX FARGO SECURITIES, the "Lenders")LLC, NATIONSBANC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX, INCORPORATED and RBC CAPITAL MARKETS, INC. ("NationsBanc")MARKETS1, as a co-syndication agent joint Lead Arrangers and joint Bookrunners (in such capacitycapacities, a "Co-the “Lead Arrangers”), each of XXXX XX XXXXXXX, X.X., XXXXX XXXX XX XXXXXX and REGIONS BANK, as Syndication Agent") for the Lenders and as the documentation agent Agents (in such capacity, the "Documentation Agent") for the Lenders“Syndication Agents”), and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston")JPMORGAN CHASE BANK, N.A., and U.S. BANK NATIONAL ASSOCIATION, as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent Documentation Agents (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger"“Documentation Agents”).

Independence of Covenants. 117 12.1466 Section 10.13. Judgment Currency...............................................................117 12.15. Forum Selection Headings Descriptive; Entire Agreement...........................................................67 SCHEDULES SCHEDULE 5.13 Organization and Consent to Jurisdiction.....................................118 12.16. Waiver Ownership of Jury Trial............................................................119 Subsidiaries SCHEDULE I - Disclosure Schedule 5.22 Outstanding Indebtedness SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit 7.01 Existing Liens EXHIBITS EXHIBIT A - Form of Revolving Syndicated Note EXHIBIT B-1 B - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request Guaranty Agreement EXHIBIT C - Form of Continuation/Conversion Notice Contribution Agreement EXHIBIT D - Form of Compliance Closing Certificate EXHIBIT E - Form of Borrowing Base Certificate Opinion EXHIBIT F-1 F - Form of Parent Pledge Assignment and Acceptance Agreement EXHIBIT F-2 G - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Compliance Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT, dated AGREEMENT made and entered into as of April December 29, 19971999, by and among BUDGET RENT A CAR CORPORATIONCHOICEPOINT INC., a Delaware Georgia corporation (the "Borrower"), BUDGET GROUPWACHOVIA BANK, INC. (formerly known as Team Rental Group, Inc.)N.A., a Delaware corporation national banking association (the "ParentWachovia"), the various financial institutions SUNTRUST BANK, ATLANTA, a Georgia banking corporation ("SunTrust"), and First Union National Bank, a national banking association ("First Union"), and any assignees of Wachovia, SunTrust, or First Union (Wachovia, SunTrust, and First Union are referred to collectively herein as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETSWACHOVIA BANK, INC. ("NationsBanc")N.A., in its capacity as a co-syndication agent (in such capacity, a "Co-Syndication Agent") Administrative Agent for the Lenders and each successor Administrative Agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the documentation agent "Administrative Agent"), SUNTRUST BANK, ATLANTA, in its capacity as Documentation Agent for the Lenders and each successor Documentation Agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Documentation Agent") for the Lenders), and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston")UNION NATIONAL BANK, in its capacity as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") Managing Agent for the Lenders and each successor Managing Agent for such Lenders as the arranger may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "ArrangerManaging Agent").;

Independence of Covenants. 117 12.14113 13.20 Reliance on and Survival of Various Provisions ....................................... 114 TABLE OF CONTENTS ----------------- (Continued) SCHEDULES Schedule 1.1 Pricing Matrix Schedule 1.2 Percentages and Allocations Schedule 1.3 Significant Foreign Subsidiaries Schedule 1.4 Investment Policy Schedule 1.5 Proprietary Rights Schedule 5.1(b) List of Jurisdictions in which Company and/or Subsidiaries do material business Schedule 5.1(c)(ii) Description of Leased Property Schedule 5.1(c)(iv) List of Jurisdictions in which to file financing statements Schedule 6.1 Exceptions to Foreign Corporation Qualifications Schedule 6.9 Compliance with Laws Schedule 6.12 Litigation Schedule 6.16 Employee Pension Benefit Plans Schedule 6.18 Environmental Matters Schedule 6.19 Subsidiaries Schedule 6.20 Contingent Obligations Schedule 6.24 Capitalization Schedule 7.8 Environmental Actions Schedule 7.19 Real Estate Requirements Schedule 8.1(b) Existing Funded Debt Schedule 8.2 Permitted Liens Schedule 8.3 Existing Guaranties Schedule 8.8 Existing Investments Schedule 8.9 Transactions with Affiliates Schedule 8.11 Negative Pledges Schedule 13.6 Notices TABLE OF CONTENTS ----------------- (Continued) EXHIBITS A FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C FORM OF SWING LINE NOTE D FORM OF REQUEST FOR SWING LINE ADVANCE E FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE F FORM OF NOTICE OF LETTERS OF CREDIT G FORM OF BORROWING BASE CERTIFICATE. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 SCHEDULE H FORM OF COMPANY PLEDGE AGREEMENT I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT A - Form of Revolving Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT FORM OF ASSIGNMENT AGREEMENT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent INTENTIONALLY LEFT BLANK K FORM OF SECURITY AGREEMENT L FORM OF INTERCOMPANY NOTE M FORM OF COVENANT COMPLIANCE REPORT N FORM OF COMPANY PLEDGE AGREEMENT O FORM OF TERM LOAN RATE REQUEST CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated This Credit Agreement ("Agreement") is made as of April 29August 9, 19972002, by and among BUDGET RENT A CAR CORPORATION, the financial institutions from time to time signatory hereto (individually a Delaware corporation ("Bank," and any and all such financial institutions collectively the "BorrowerBanks"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc")Comerica Bank, as a co-syndication administrative agent for the Banks (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") ), The CIT Group/Business Credit, Inc., a New York corporation, as collateral agent for the Lenders and as the arranger Banks (in such capacitycapacity "Collateral Agent") and Aspect Communications Corporation, a California corporation (the "ArrangerCompany").

Independence of Covenants. 117 12.1434 Section 9.13. Judgment Currency...............................................................117 12.15Change in Accounting Principles, Fiscal Year or Tax Laws......... 34 Section 9.14. Forum Selection and Consent to Jurisdiction.....................................118 12.16Headings Descriptive; Entire Agreement........................... 34 Section 9.15. Waiver of Jury Trial............................................................119 SCHEDULE I - Disclosure Confidentiality.................................................. 35 Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled 1 Commitments / Percentages Schedule 1.01 Pricing Schedule Schedule 1.02 Existing Letters of Credit EXHIBIT Schedule 9.01 Notice Information EXHIBITS Exhibit A - Form of Revolving Note EXHIBIT B-1 Letter of Credit Application Exhibit B - Form of Borrowing Request EXHIBIT B-2 - Form Notice of Issuance Request EXHIBIT Outstanding Letters of Credit Exhibit C - Form of Continuation/Conversion Notice EXHIBIT Closing Certificate Exhibit D - Form of Compliance Certificate EXHIBIT Exhibit E - Form of Borrowing Base Certificate EXHIBIT F-1 Cash Collateral Agreement Exhibit F - Form of Parent Pledge Agreement EXHIBIT F-2 Assignment and Acceptance Exhibit G - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Exiting Lender Assignment Agreement EXHIBIT K-1 Acknowledgment Exhibit H-1-A - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 Xxxxx & Xxxxxxx Exhibit H-1-B - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 Xxxx X. Xxxxxx, Esq. Exhibit H-2 - Form of Opinion of Counsel to the Parent Xxxxxxxx Xxxxxxx LLP Exhibit H-3 - Form of Opinion of Mayer, Brown, Xxxx & Maw LLP LETTER OF CREDIT FACILITY AGREEMENT THIS LETTER OF CREDIT AGREEMENT, dated FACILITY AGREEMENT made and entered into as of April 29January 8, 19972004, by and among BUDGET RENT A CAR INTERMET CORPORATION, a Delaware Georgia corporation (the "BorrowerCompany"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.)THE BANK OF NOVA SCOTIA, a Delaware corporation Canadian chartered bank (the "ParentScotia Capital"), acting through its Atlanta Agency, the various financial other banks and lending institutions listed on the signature pages hereof, and any assignees of Scotia Capital, or such other banks and lending institutions which become "Lenders" as are or may become parties hereto provided herein (collectivelyScotia Capital, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc"), ) and Scotia Capital in its capacities as a co-syndication administrative agent (in such capacity, a "Co-Syndication Agent") for the Lenders and each successor agent for such Lenders as the documentation agent may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger")Issuer.

Independence of Covenants. 117 12.1463 Section 10.13. Judgment Currency...............................................................117 12.15Change in Accounting Principles, Fiscal Year or Tax Laws.........63 Section 10.14. Forum Selection Headings Descriptive; Entire Agreement...........................63 SCHEDULES --------- SCHEDULE 5.01(a) Lack of Qualification SCHEDULE 5.01(b) Organization and Consent to Jurisdiction.....................................118 12.16. Waiver Ownership of Jury Trial............................................................119 Subsidiaries SCHEDULE I - Disclosure Schedule 5.05 Certain Pending and Threatened Litigation SCHEDULE II - Lender Information 5.08 Environmental Matters SCHEDULE III - Deposit Banks 5.11 Tax Filings and Payments SCHEDULE IV - Subordinated Intercompany Note Terms 5.14 Employee Benefit Matters SCHEDULE V - Scheduled Letters 5.15 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.16 Ownership of Credit Properties SCHEDULE 5.19 Dividend Restrictions EXHIBITS -------- EXHIBIT A - Form of Revolving Note EXHIBIT B-1 B - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request Bid Facility Note EXHIBIT C - Form of Continuation/Conversion Notice Swing Line Note EXHIBIT D - Form of Compliance Certificate Bid Request EXHIBIT E - Form of Borrowing Base Certificate Bid Request Invite EXHIBIT F-1 F - Form of Parent Pledge Agreement Bid Rate Bid iv 161 EXHIBIT F-2 G - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement Bid Rate Acceptance/Rejection EXHIBIT H - Form of Subsidiary Guaranty Agreement EXHIBIT I-1 I - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement Opinion of Smitx, Xxmbxxxx & Xussxxx, XXP EXHIBIT K-1 K - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent Assignment and Acceptance Agreement THIS CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated made and entered into as of April 29March 31, 19971998, by and among BUDGET RENT A CAR CORPORATIONHAVERTYS CREDIT SERVICES, INC., a Delaware corporation organized and existing under the laws of the State of Tennessee (the "Borrower"), BUDGET GROUPSUNTRUST BANK, INC. (formerly known as Team Rental Group, Inc.)ATLANTA, a Delaware banking corporation organized under the laws of the State of Georgia (the "ParentSunTrust"), the various financial other banks and lending institutions listed on the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as are or may become parties hereto provided herein (collectivelySunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), NATIONSBANC CAPITAL MARKETSSUNTRUST BANK, INC. ("NationsBanc")ATLANTA, in its capacity as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and each successor agent for such Lenders as the documentation agent may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), FIRST UNION NATIONAL BANK and NATIONSBANK, N.A., in their respective capacities as a co-syndication agent agents for the Lenders (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").;

Independence of Covenants. 117 12.1482 Section 11.13. Judgment Currency...............................................................117 12.15Change in Accounting Principles, Fiscal Year or Tax Laws........................... 82 Section 11.14. Forum Selection Headings Descriptive; Entire Agreement.............. 82 SCHEDULES --------- Schedule 1.01 Commitments Schedule 6.01 Organization and Consent to Jurisdiction.....................................118 12.16. Waiver Ownership of Jury Trial............................................................119 SCHEDULE I - Disclosure Subsidiaries Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters 6.05 Certain Pending and Threatened Litigation Schedule 6.08(a) Environmental Compliance Schedule 6.08(b) Environmental Notices Schedule 6.08(c) Environmental Permits Schedule 6.10 No Defaults Schedule 6.11 Burdensome Restrictions Schedule 6.12 Tax Filings and Payments Schedule 6.13 Material Subsidiaries Schedule 6.15 Employee Benefit Matters Schedule 6.16 Patent, Trademark, License, and Other Intellectual Property Matters Schedule 6.17 Ownership of Credit EXHIBIT Properties Schedule 6.20 Labor and Employment Matters Schedule 6.21 Dividend Restrictions Schedule 8.01 Existing Indebtedness Schedule 8.02 Existing Liens EXHIBITS -------- Exhibit A - Form of Revolving Credit Note EXHIBIT B-1 Exhibit B - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT Term Note Exhibit C - Form of Continuation/Conversion Notice EXHIBIT Money Market Note Exhibit D - Form of Compliance Certificate EXHIBIT Guaranty Agreement Exhibit E - Form of Borrowing Base Certificate EXHIBIT F-1 Money Market Bid Request Exhibit F - Form of Parent Pledge Agreement EXHIBIT F-2 Invitation to Bid Exhibit G - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT Money Market Bid Exhibit H - Form of Subsidiary Guaranty EXHIBIT I-1 Money Market Bid Accept/Reject Letter Exhibit I - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 Exhibit J-1 - Form of Opinion of Special Corporate Counsel to the Obligors EXHIBIT K-2 Exhibit J-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 Powell, Goldstein, Xxxxxx & Xxxxxx Exhibit K - Form of Opinion of Counsel to the Parent Assignment and Acceptance CREDIT AGREEMENT ---------------- THIS CREDIT AGREEMENT, dated AGREEMENT made and entered into as of April 29March 6, 19971996, by and among BUDGET RENT A CAR CORPORATIONRUBY TUESDAY (GEORGIA), INC., a Delaware corporation Georgia corporation, to be known following the Effective Date (as such term is defined below) as Ruby Tuesday, Inc. (the "Borrower"), BUDGET GROUPSUNTRUST BANK, INC. (formerly known as Team Rental Group, Inc.)ATLANTA, a Delaware banking corporation organized -------- under the laws of the State of Georgia (the "ParentSunTrust"), the various financial other banks and lending -------- institutions listed on the signature pages hereof, and any assignees of SunTrust or such other banks and lending institutions which become "Lenders" as are or may become parties hereto provided herein (collectivelySunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), NATIONSBANC CAPITAL MARKETSSUNTRUST BANK, INC. ("NationsBanc")ATLANTA, in ------- its capacity as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and each successor agent for such Lenders as the documentation agent may be appointed from time to time pursuant to Article X hereof (in such capacity, the "Documentation Agent") for the Lendersand SUNTRUST BANK, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (ATLANTA in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, its capacity as administrative agent for ----- the Lenders and each successor administrative agent for such Lenders as may be appointed from time to time pursuant to Article X hereof (in such capacity, the "Administrative -------------- Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").; -----

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection 77 Section 10.13 Change in Accounting Principles, Fiscal Year or Tax Laws....................................................77 Section 10.14 Headings Descriptive; Entire Agreement..................78 Schedule 5.01 Organization and Consent to Jurisdiction.....................................118 12.16. Waiver Ownership of Jury Trial............................................................119 SCHEDULE I - Subsidiaries Schedule 5.05 Certain Pending and Threatened Litigation Schedule 5.09(a) Environmental Compliance Schedule 5.09(b) Environmental Notices Schedule 5.09(c) Environmental Permits Schedule 5.11 No Defaults Schedule 5.12 Burdensome Restrictions Schedule 5.13 Tax Filings and Payments Schedule 5.14 Material Subsidiaries Schedule 5.16 Employee Benefit Matters Schedule 5.17 Patent, Trademark, License, and Other Intellectual Property Matters Schedule 5.18 Ownership of Properties Schedule 5.19 Labor and Employment Matters Schedule 5.22 Dividend Restrictions Schedule 5.23 Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT 7.01 Existing Indebtedness Schedule 7.02 Existing Liens EXHIBITS Exhibit A - Form of Amended and Restated Revolving Credit Note EXHIBIT B-1 Exhibit B - Form of Borrowing Request EXHIBIT B-2 Amended and Restated Swing Line Note Exhibit C - Subsidiary Guaranty Agreement Exhibit D - Form of Issuance Request EXHIBIT C Closing Certificate Exhibit E - Form of Continuation/Conversion Notice EXHIBIT D Opinion of Powell, Goldstein, Xxxxxx & Xxxxxx, LLP Exhibit F - Form of Assignment and Acceptance Exhibit G - Form of Letter of Credit Application Exhibit H - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent Exhibit A AMENDED AND RESTATED CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated AGREEMENT (this "Agreement") made and entered into as of April 29July 2, 19971998, by and among BUDGET RENT A CAR CORPORATIONXXXXXXXX HEALTH CARE, INC., a Delaware Georgia corporation (the "Borrower"), BUDGET GROUPSUNTRUST BANK, INC. (formerly known as Team Rental Group, Inc.)ATLANTA, a Delaware banking corporation organized under the laws of the State of Georgia (the "ParentSunTrust"), the various financial other banks and lending institutions listed on the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as are or may become parties hereto provided herein (collectivelySunTrust and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), NATIONSBANC CAPITAL MARKETSSUNTRUST BANK, INC. ATLANTA, as the issuing bank (the "NationsBancIssuing Bank"), SUNTRUST BANK, ATLANTA, as a co-syndication agent Agent (in such capacity, a the "Co-Syndication Agent") for the Lenders Issuing Bank and the Lenders, and WACHOVIA BANK, N.A., as the documentation agent Co-Agent (in such capacity, the "Documentation Co-Agent") for the Lenders, Issuing Bank and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").;

Independence of Covenants. 117 12.14. 114 SECTION 14.14 Press Releases and Related Matters................................................114 SECTION 14.15 Parties Including Trustees; Bankruptcy Court Proceedings..........................115 SECTION 14.16 Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. .................................................................115 SECTION 14.17 Waiver of Jury Trial............................................................119 SCHEDULE ..............................................................116 -vii- TABLE OF CONTENTS (continued) ANNEX I - Disclosure Schedule SCHEDULE -- 13-Week Consolidated Cash Flow Projections ANNEX II - Lender Information SCHEDULE -- Interim Order ANNEX III - Deposit Banks SCHEDULE -- Initial Series 2002 Notes Documents ANNEX IV - Subordinated Intercompany Note Terms SCHEDULE -- Primary DIP Facility Documents ANNEX V - Scheduled Letters -- Form of Credit Lease Payment Order ANNEX VI -- Primary DIP Facility Interim Order ANNEX VII -- Ford Leasing Order ANNEX VIII -- New Fleet Financing Order EXHIBIT A - Form of Revolving Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - -- Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Certificate EXHIBIT E - B -- Form of Borrowing Base Certificate EXHIBIT F-1 - C -- Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Availability Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - D -- Form of Lender Assignment Agreement EXHIBIT K-1 - E -- Form of Opinion of Special Counsel to the Obligors Security Agreement EXHIBIT K-2 - F -- Form of Opinion of Counsel to the Borrower Pledge Agreement EXHIBIT K-3 - G -- Form of Opinion Trademark Assignment Agreement EXHIBIT H -- Form of Counsel to the Parent Collateral Agency Agreement EXHIBIT I -- Form of Nominee Agreement CREDIT AGREEMENT THIS CREDIT AND GUARANTY AGREEMENT, dated as of April 29, 1997, among BUDGET RENT A CAR CORPORATION, a Delaware corporation (the "Borrower"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection 111 Section 12.13 Change in Accounting Principles, Fiscal Year or Tax Laws..................................111 Section 12.14 Headings Descriptive; Entire Agreement....................................................112 Section 12.15 Maximum Interest Rate.....................................................................112 Exhibits Exhibit A -- Form of Assignment and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT A - Acceptance Agreement Exhibit B -- Form of Revolving Credit Note EXHIBIT B-1 - Exhibit C -- Form of Borrowing Request EXHIBIT B-2 - Term A Note Exhibit D -- Form of Issuance Request EXHIBIT C - Term B Note Exhibit E -- Form of Continuation/Conversion Notice EXHIBIT D - Swingline Note Exhibit F -- Form of Closing Certificate Exhibit G -- Form of Compliance Certificate EXHIBIT E - Exhibit H -- Form of Borrowing Base Certificate EXHIBIT F-1 - Form Exhibit I -- Assumption Agreement Schedules Schedule 3.01 -- Term A Loan Amortization Schedule Schedule 4.01 -- Term B Loan Amortization Schedule Schedule 7.02 -- Consents Schedule 7.05 -- Litigation Schedule 7.08 -- Environmental Schedule 7.13 -- Subsidiaries Schedule 7.15 -- ERISA Schedule 7.17 -- Ownership of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent Property Schedule 7.21 -- Payment and Dividend Restrictions Schedule 8.11 -- Bank Accounts Schedule 9.01 -- Indebtedness Schedule 9.02 -- Liens Schedule 9.04 -- Investments Schedule 9.08 -- Transaction with Affiliates REVOLVING CREDIT AND TERM LOAN AGREEMENT THIS REVOLVING CREDIT AGREEMENT, dated AND TERM LOAN AGREEMENT (this "Agreement") is made and entered into as of April 29March 6, 19972000, by and among BUDGET RENT A CAR CORPORATIONCIC ACQUISITION SUB, INC., a Delaware corporation South Carolina corporation, (the "Borrower"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.)SUNTRUST BANK, a Delaware Georgia banking corporation (the "ParentSunTrust"), and the various financial other banks and lending institutions that are signatories to this Agreement or that hereafter become "Lenders" as are or may become parties hereto provided herein (SunTrust and such other banks and lending institutions, individually a "Lender" and collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETSSunTrust, INC. in its capacity as Agent for the Lenders (the "NationsBancAgent"), and as Security Agent for the Beneficiaries (defined below) (the "Security Agent"), as a co-syndication agent Issuing Bank (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First BostonIssuing Bank"), as a co-syndication agent Swingline Lender (the "Swingline Lender"), GMAC COMMERCIAL CREDIT LLC, in such capacity, a "Co- its capacity as Syndication Agent" and, together with NationsBancand HELLXX XXXANCIAL, collectivelyINC., the "Co-Syndication Agents") for the Lenders, in its capacity as administrative agent (in such capacity, the "Administrative Documentation Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection 84 15.21 Reliance on and Consent to Jurisdiction.....................................118 12.16. Waiver Survival of Jury Trial............................................................119 Various Provisions..................................................... 84 15.22 Effective Upon Execution....................................... 84 EXHIBITS A BORROWING BASE REPORT FORM B FORM OF COVENANT COMPLIANCE REPORT C PERCENTAGES D FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE E FORM OF REQUEST FOR SWING LINE ADVANCE F FORM OF REVOLVING CREDIT NOTE G FORM OF SWING LINE NOTE H FORM OF SWING LINE PARTICIPATION CERTIFICATE I FORM OF ASSIGNMENT AGREEMENT J LETTER OF CREDIT NOTICE EXHIBITS (continued) K FORM OF TERM NOTE L SCHEDULE I OF REAL ESTATE SCHEDULES 1 Additional Permitted Liens 8.6 Shareholders of Subsidiaries 8.14 Litigation - Disclosure Schedule SCHEDULE II Company 8.15 Litigation - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT A - Form of Revolving Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent Subsidiaries 8.19 Pension Plans 8.21 Environmental Matters 8.22 Contingent Obligations CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated AGREEMENT ("Agreement") is made as of April 29the 21st day of December, 19971995, by and among BUDGET RENT A CAR CORPORATIONComerica Bank and the other financial institutions from time to time parties hereto as lenders of the Revolving Credit and as the issuer or participants in Letters of Credit (individually, "Revolving Credit Bank", and collectively "Revolving Credit Banks") and the Term Loan (individually, a Delaware corporation (the Term Loan Bank, and collectively "BorrowerTerm Loan Banks"), BUDGET GROUPComerica Bank, INC. as lender of the Swing Line Credit (formerly known "Swing Line Bank" and together with Revolving Credit Banks and the Term Loan Banks, collectively referred to as Team Rental Group, Inc.), a Delaware corporation (the "ParentBanks"), the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc")) Comerica Bank, as a co-syndication agent for the Banks (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacityand Xxxxxxxx Stores Inc., a Michigan corporation ("Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "ArrangerCompany").. COMPANY, AGENT AND BANKS AGREE:

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver 70 TABLE OF CONTENTS Page iv of Jury Trial............................................................119 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT iv INDEX TO SCHEDULES AND EXHIBITS Exhibit A - Form of Revolving Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Exhibit B Form of Issuance Request EXHIBIT Assignment and Assumption Exhibit C - Form Matters to be Covered in Opinion of Continuation/Conversion Notice EXHIBIT Counsel Exhibit D - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Exhibit E Form of Borrower Closing Date Certificate EXHIBIT I-2 - Subsidiary Joinder Agreement Exhibit F Form of Parent Closing Date Certificate EXHIBIT J - Intercreditor Agreement Exhibit G Form of Lender Assignment Agreement EXHIBIT K-1 - Form Increased Commitment Supplement Schedule 1.01 Existing Letters of Opinion of Special Counsel to Credit Schedule 1.01A Non-recurring Charges in 2002 Schedule 2.01 Commitments Schedule 3.05 Lennox International Inc. Subsidiaries Schedule 3.05A Material Subsidiary Capitalization Schedule 3.06 Financial Statements Schedule 3.13 Existing Indebtedness Schedule 5.12 Scheduled Indebtedness Schedule 5.13 Existing Liens Schedule 5.16 Existing Restrictions Schedule 5.23 Existing Investments INDEX TO SCHEDULES AND EXHIBITS, Solo Page AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT (the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS CREDIT AGREEMENT, "Agreement") dated as of April 29September 11, 19972003, and effective as of the Effective Date, among BUDGET RENT A CAR CORPORATIONLENNOX INTERNATIONAL INC., a Delaware corporation (the "Borrower"), BUDGET GROUPthe lenders listed in Schedule 2.01, INC. JPMORGAN CHASE BANK (formerly known as Team Rental GroupThe Chase Manhattan Bank who was the successor in interest by merger to Chase Bank of Texas, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. National Association) ("NationsBancJPMorgan"), as a co-syndication administrative agent (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for ), and BANK OF NOVA SCOTIA, THE BANK OF TOKYO-MITSUBISHI, LTD. and WELLS FARGO BANK TEXAS, N.A., as co-documentation agents. Txx Xxrrower, the Administrative Agent, and certain other parties entered into that certain Revolving Credit Facility Agreement dated as of July 29, 1999 (as amended by that certain First Amendment to Revolving Credit Facility Agreement dated as of August 6, 1999, the Second Amendment to Revolving Credit Facility Agreement dated as of January 25, 2000, the Third Amendment to Revolving Credit Agreement dated as of January 22, 2001, the Fourth Amendment to Revolving Credit Facility Agreement dated as of June 29, 2001 and that certain Fifth Amendment to Revolving Credit Facility Agreement dated as of March 3, 2003, herein the "Prior Credit Agreement"). Certain of the lenders party to the Prior Credit Agreement have assigned their rights and obligations thereunder to certain of the lenders party hereto. The Borrower has requested that the Lenders and the Administrative Agent agree to amend and restate the Prior Credit Agreement as the arranger (in such capacityherein set forth. Accordingly, the "Arranger").parties hereto agree as follows:

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection 79 Section 13.20 Confidentiality.......................................................................79 Section 13.21 WAIVER OF JURY TRIAL..................................................................80 Section 13.22 Approvals and Consent to Jurisdiction.....................................118 12.16. Waiver Consent.................................................................80 Section 13.23 Service of Jury Trial............................................................119 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT Process....................................................................81 INDEX TO EXHIBITS Exhibit A - Form of Revolving Note EXHIBIT B-1 Assignment and Acceptance Exhibit B - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT Note Exhibit C - Form of Continuation/Conversion Notice EXHIBIT of Borrowings, Conversions, Continuations and Prepayments Exhibit D - Form of Compliance Certificate EXHIBIT Exhibit E - Form of Borrowing Base Certificate EXHIBIT F-1 of No Encumbrances Exhibit F - Form of Parent Pledge Agreement EXHIBIT F-2 INDEX TO SCHEDULES Schedule 1.1(a) - Form Certain Permitted Holders Schedule 1.1(b) - Certain Permitted Liens Schedule 5.5 - Locations of Borrower Pledge Agreement EXHIBIT F-3 Nortel Networks Equipment to Be Maintained Outside the United States Schedule 7.4 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 Licenses Schedule 7.5 - Form of Borrower Security Agreement EXHIBIT G-2 Intellectual Property Schedule 7.6 - Form of Subsidiary Security Agreement EXHIBIT G-3 Litigation, Etc. Schedule 7.7 - Form of Parent Security Agreement EXHIBIT H Real Property Schedule 7.10 - Form of Subsidiary Guaranty EXHIBIT I-1 Existing Debt Schedule 7.13 - Form of Borrower Closing Date Certificate EXHIBIT I-2 Plans Schedule 7.15 - Form of Parent Closing Date Certificate EXHIBIT J Loan Parties; Capitalization Schedule 7.22 - Form of Lender Assignment Agreement EXHIBIT K-1 Material Contracts Schedule 7.25 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 Employee Matters Schedule 7.26 - Form of Opinion of Counsel to Insurance Schedule 8.13 - Year 2000 Compliance Schedule 8.15 - Telecommunications Assets Not Owned by the Borrower EXHIBIT K-3 and its Subsidiaries Schedule 9.3 - Form of Opinion of Counsel to the Parent Certain Investments Schedule 10.1 - EBITDA CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of April 29June 30, 19972000, is by and among BUDGET RENT A CAR SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation ("Holdings"), SAVVIS COMMUNICATIONS CORPORATION, a Missouri corporation (the "Borrower"), BUDGET GROUP, INC. each of the lending entities which is a party hereto (formerly known as Team Rental Group, Inc.)evidenced by the signature pages of this Agreement) or which may from time to time become a party hereto as a lender or any successor or assignee thereof (individually, a Delaware corporation (the "Parent")Lender" and, the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETSand NORTEL NETWORKS INC., INC. ("NationsBanc")a Delaware corporation, as a co-syndication administrative agent for itself and the other Lenders (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (its successors in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 SCHEDULE 127 Annex I - Disclosure Schedule SCHEDULE List of Banks Annex II - Lender Information SCHEDULE Bank Addresses Annex III - Deposit Banks SCHEDULE Summary of Corporate Insurance Policies Annex IV - Subordinated Intercompany Note Terms SCHEDULE Schedule of Existing Debt Annex V - Scheduled Letters Schedule of Credit EXHIBIT Collective Bargaining Agreements Annex VI - Prior Liens Annex VII - Environmental Annex VIII - Subsidiaries Annex IX - List of Mortgaged Real Property Annex X - Securities Exhibit A - Form of Term Note Exhibit B - Form of Revolving Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 Exhibit C-1 - Form of Opinion of Special Berliner Zissxx Xxxxxx & Xallxxxx Xxxibit C-2 - Form of Local Counsel to the Obligors EXHIBIT K-2 Opinions Exhibit C-3 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 Windels, Marx, Davies & Ives Exhibit C-4 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS Press Pass Exhibit D - [Intentionally Omitted] Exhibit E - Form of Subsidiary Guarantee Exhibit F-1 - Form of Borrower Securities Pledge Agreement CREDIT AGREEMENT, dated as of April 29December 31, 1997, among BUDGET RENT A CAR CORPORATIONWHEELS SPORTS GROUP, INC., a Delaware North Carolina corporation (the "Borrower"), BUDGET GROUPthe lending institutions listed in Annex I (each a "Bank" and, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "LendersBanks"), NATIONSBANC CAPITAL MARKETS, INC. ) and CREDIT AGRICOLE INDOSUEZ ("NationsBancIndosuez"), as a co-syndication agent for the Banks (in such capacity, a capacity "Co-Syndication Agent") and as collateral agent for the Lenders and as the documentation agent Banks (in such capacity, the "Documentation Collateral Agent") for the Lenders). Unless otherwise defined herein, all capitalized terms used herein and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), defined in Section 9 are used herein as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger")so defined.

Independence of Covenants. 117 12.1464 Section 13.18 Confidentiality....................................64 Section 13.19 Restatement of Original Credit Agreement...........65 Section 13.20 Assignments and Assumptions Among Lenders. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. .......65 Section 13.21 Waiver of Jury Trial............................................................119 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters ...............................65 Section 13.22 Choice of Credit EXHIBIT Forum; Consent to Service of Process and Jurisdiction. .................65 Section 13.23 Chapter 346........................................66 INDEX TO EXHIBITS Exhibit Description of Exhibit A - Advance Request Form B Form of Revolving Note EXHIBIT B-1 - Assignment and Acceptance C Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT Note D - Form of Compliance Perfection Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to for Borrower and the Guarantors F Compliance Certificate G Permitted Acquisition Certificate H Permitted Passive Investment Certificate I Permitted Other Business Acquisition Certificate J Permitted Refractive Acquisition Certificate K Non-Borrower EXHIBIT K-3 - and Guarantor Acquisition Certificate L Form of Opinion Subordinated Note M Form of Counsel to the Parent CREDIT Subordination Agreement INDEX TO SCHEDULES Schedule Description of Schedule 1 Commitments 2 Guarantors 3 Partnerships 7.5 Existing Litigation 7.9 Existing Debt 7.14.1 Capitalization of Subsidiaries 7.14.2 Partners 7.15 Agreements 7.16 Governmental Disclosures 7.19 Environmental Matters 9.2 Existing Liens LOAN AGREEMENT FOURTH AMENDED AND RESTATED LOAN AGREEMENT THIS CREDIT AGREEMENTFOURTH AMENDED AND RESTATED LOAN AGREEMENT (the "Agreement"), dated as of April 29January 31, 19972000, is among BUDGET RENT A CAR CORPORATIONPRIME MEDICAL SERVICES, INC., a Delaware corporation (the "Borrower"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), each of the lenders or other lending institutions which is or which may from time to time become a Delaware corporation (the "Parent"), the various financial institutions as are signatory hereto or may become parties hereto any successor or assignee thereof (collectively, the "Lenders" and individually, a "Lender"), NATIONSBANC CAPITAL MARKETSBANK OF AMERICA, INC. N.A. ("NationsBancBank of America"), a national banking association, as a co-syndication agent Administrative Agent for itself and the other Lenders (in such capacity, a together with its successors in such capacity, the "Co-Syndication Administrative Agent") ), and BANKBOSTON, N.A. ("BankBoston"), a national banking association, as Documentation Agent for itself and the other Lenders and as the documentation agent (in such capacity, together with its successors in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver 142 Annex I List of Jury Trial............................................................119 SCHEDULE I - Disclosure Banks Annex II Bank Addresses Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany 4.01(t)(i) List of Mortgaged Real Property Schedule 5.15 Subsidiaries Schedule 5.19 Securities Schedule 5.20 Schedule of Collective Bargaining Agreements Schedule 5.21(a) Schedule of Existing Debt Schedule 5.21(b) Prior Liens Schedule 5.22 Environmental Schedule 5.24 Certain Liens Schedule 6.01(i) Summary of Corporate Insurance Policies Exhibit A1 Form of A Term Note Terms SCHEDULE V - Scheduled Letters Exhibit A2 Form of Credit EXHIBIT A - B Term Note Exhibit A3 Form of Acquisition Term Note Exhibit B Form of Revolving Note EXHIBIT B-1 - Exhibit C1 Form of Borrowing Request EXHIBIT B-2 - Opinion of X'Xxxxxx, Cavanagh, Anderson, Xxxxxxxxxxxxx & Xxxxxxxx Exhibit C2 Form of Issuance Request EXHIBIT C - Local Counsel Opinions Exhibit D Form of Continuation/Conversion Notice EXHIBIT D - Mortgage Exhibit E Form of Compliance Certificate EXHIBIT E - Subsidiary Guarantee Exhibit F1 Form of Borrower Securities Pledge Agreement Exhibit G1 Form of Borrower Intellectual Property Security Agreement Exhibit G2 Form of Subsidiary Intellectual Property Security Agreement Exhibit H1 Form of Borrower General Security Agreement Exhibit H2 Form of Subsidiary General Security Agreement Exhibit I1 Form of Notice of Assignment Exhibit I2 Form of Assignment and Assumption Agreement Exhibit J Form of Notice of Borrowing Exhibit K Form of Borrowing Base Certificate EXHIBIT F-1 - Exhibit L Form of Parent Pledge Agreement EXHIBIT F-2 - Officers' Certificate Regarding Environmental Review Exhibit M Form of Borrower Pledge Agreement EXHIBIT F-3 - Officers' Solvency Certificate Exhibit N Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Landlord Lien Assurance Exhibit O Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Officers' Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS Regarding Conditions Precedent CREDIT AGREEMENT, dated as of April 29December 10, 1997, among BUDGET RENT A CAR STYLING TECHNOLOGY CORPORATION, a Delaware corporation (the "Borrower"), BUDGET GROUPthe lending institutions listed in Annex I (each a "Bank" and, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "LendersBanks"), NATIONSBANC CAPITAL MARKETS, INC. ) and CREDIT AGRICOLE INDOSUEZ ("NationsBancIndosuez"), as a co-syndication agent for the Banks (in such capacity, a capacity "Co-Syndication Agent") and as collateral agent for the Lenders and as the documentation agent Banks (in such capacity, the "Documentation Collateral Agent") for the Lenders). Unless otherwise defined herein, all capitalized terms used herein and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), defined in Section 9 are used herein as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger")so defined.

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15124 11.16. Forum Selection and Consent to Jurisdiction.....................................118 12.16...................................................124 11.17. Waiver of Jury Trial............................................................119 ..........................................................................125 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Percentages and Administrative Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT A A-1 - Form of Revolving Note EXHIBIT A-2 - Form of Term A Note EXHIBIT A-3 - Form of Term B Note EXHIBIT A-4 - Form of Swing Line Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Closing Date Certificate EXHIBIT E - Form of Borrowing Base Compliance Certificate EXHIBIT F-1 F - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement Officer's Solvency Certificate EXHIBIT G-1 - Form of Borrower Security and Pledge Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Seller Pledge Agreement EXHIBIT H - Form of Subsidiary Guaranty Perfection Certificate EXHIBIT I-1 - Form of Borrower Closing Date Certificate Mortgage EXHIBIT I-2 - Form of Parent Closing Date Certificate Deed of Trust EXHIBIT J - Form of Subsidiary Guaranty EXHIBIT K - Form of Interco Subordination Agreement EXHIBIT L - Form of Lender Assignment Agreement EXHIBIT K-1 M - Form of Opinion of Special New York Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of April 29November 17, 19971999, is made by and among BUDGET RENT A CAR WEEKLY READER CORPORATION, a Delaware corporation (the "BorrowerWRC"), BUDGET GROUPand JLC LEARNING CORPORATION, a Delaware corporation ("JLC" and, together with WRC, the "BORROWERS"), WRC MEDIA INC. (formerly known as Team Rental GroupEAC II, Inc.), a Delaware corporation and the parent of JLC (the "ParentHOLDINGS"), as a guarantor, the various financial institutions as are or may become and other Persons from time to time parties hereto (collectively, the "LendersLENDERS"), NATIONSBANC DLJ CAPITAL MARKETSFUNDING, INC. ("NationsBancDLJ"), as a co-syndication the Syndication Agent (in such capacity, the "SYNDICATION AGENT"), the Lead Arranger and the Sole Book Running Manager, BANK OF AMERICA, N.A. ("BOFA"), as administrative agent (in such capacity, a the "Co-Syndication AgentADMINISTRATIVE AGENT") for the Lenders Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION, as the documentation agent (in such capacity, the "Documentation AgentDOCUMENTATION AGENT") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 SCHEDULE 115 Annex I - Disclosure Schedule SCHEDULE List of Banks Annex II - Lender Information SCHEDULE III Bank Addresses Schedule 4.01(t)(i) - Deposit Banks SCHEDULE IV List of Mortgaged Real Property Schedule 5.15 - Subordinated Intercompany Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 5.24 - Certain Liens Schedule 6.01(i) - Summary of Corporate Insurance Policies Exhibit A-1 - Form of A Term Note Terms SCHEDULE V Exhibit A-2 - Scheduled Letters Form of Credit EXHIBIT A B Term Note Exhibit B - Form of Revolving Note EXHIBIT B-1 Exhibit C-1 - Form of Borrowing Request EXHIBIT B-2 Opinion of X'Xxxxxx, Cavanagh, Anderson, Xxxxxxxxxxxxx & Xxxxxxxx Exhibit C-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT Local Counsel Opinions Exhibit D - Form of Compliance Certificate EXHIBIT Mortgage Exhibit E - Form of Subsidiary Guarantee Exhibit F-1 - Form of Borrower Securities Pledge Agreement Exhibit G-1 - Form of Borrower Intellectual Property Security Agreement Exhibit G-2 - Form of Subsidiary Intellectual Property Security Agreement Exhibit H-1 - Form of Borrower General Security Agreement Exhibit H-2 - Form of Subsidiary General Security Agreement Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Borrowing Base Certificate EXHIBIT F-1 Exhibit L - Form of Parent Pledge Agreement EXHIBIT F-2 Officers' Certificate Regarding Environmental Review Exhibit M - Form of Borrower Pledge Agreement EXHIBIT F-3 Officers' Solvency Certificate Exhibit N - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS Landlord Lien Assurance CREDIT AGREEMENT, dated as of April 29June 25, 1997, among BUDGET RENT A CAR STYLING TECHNOLOGY CORPORATION, a Delaware corporation (the "Borrower"), BUDGET GROUPthe lending institutions listed in Annex I (each a "Bank" and, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "LendersBanks"), NATIONSBANC CAPITAL MARKETS, INC. ) and CREDIT AGRICOLE INDOSUEZ ("NationsBancIndosuez"), as a co-syndication agent for the Banks (in such capacity, a capacity "Co-Syndication Agent") and as collateral agent for the Lenders and as the documentation agent Banks (in such capacity, the "Documentation Collateral Agent") for the Lenders). Unless otherwise defined herein, all capitalized terms used herein and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), defined in Section 9 are used herein as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger")so defined.

Independence of Covenants. 117 12.1476 10.17. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Schedule of Jury Trial............................................................119 SCHEDULE I - Disclosure Existing Debt ANNEX II Schedule SCHEDULE II - Lender Information SCHEDULE of Subsidiaries ANNEX III - Deposit Banks SCHEDULE Schedule of Collective Bargaining Agreements ANNEX IV - Subordinated Intercompany Note Terms SCHEDULE Summary of Corporate Insurance Policies ANNEX V - Scheduled Letters Schedule of Credit EXHIBIT Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit A - Form of Revolving Term Note EXHIBIT Exhibit B-1 - Form of Borrowing Request EXHIBIT Georgia Mortgage Exhibit B-2 - Form of Issuance Request EXHIBIT Illinois Mortgage Exhibit C - Form of Continuation/Conversion Notice EXHIBIT Borrower Securities Pledge Agreement Exhibit D - Form of Compliance Certificate EXHIBIT Borrower Intellectual Property Security Agreement Exhibit E - Form of Borrowing Base Certificate EXHIBIT F-1 Borrower General Security Agreement Exhibit F - Form of Parent Pledge Johnson Products Intellectxxx Xxxperty Security Agreement EXHIBIT F-2 Exhibit G - Form of Borrower Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement EXHIBIT F-3 Exhibit K - Form of Subsidiary Pledge Agreement EXHIBIT G-1 Guarantee Exhibit L - Form of Borrower Security Assignment and Assumption Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS CREDIT SECURED TERM LOAN AGREEMENT, dated as of April 29December 8, 19971998 (this "Agreement"), among BUDGET RENT A CAR CORPORATIONbetween CARSON PRODUCTS COMPANY, a Delaware x Xxlaware corporation (the "Borrower"), BUDGET GROUPCARSON, INC. (formerly known as Team Rental Group, Inc.)., a Delaware corporation xxxxxration (the "ParentHoldings"), the various financial institutions as are or may become parties lenders named on Schedule 1 hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the LendersQUANTUM PARTNERS LDC, as administrative agent (in such capacitytogether with its successors and assigns, the "Administrative Agent") for the Lenders and NORWEST BANK MINNESOTA, N.A., as the arranger collateral agent (in such capacitytogether with its successors and assigns, the "ArrangerCollateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 117 12.1465 12.23 Reliance on and Survival of Various Provisions. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 . . . . . . . . . . . . . . . . . . . . . . . . 65 TABLE OF CONTENTS (Continued) EXHIBITS EXHIBIT "A" - REQUEST FOR REVOLVING CREDIT ADVANCE EXHIBIT "B" - REVOLVING CREDIT NOTE EXHIBIT "C" - PERMITTED LIENS EXHIBIT "D" - STATES OF INCORPORATION AND QUALIFICATION/LIST OF SUBSIDIARIES EXHIBIT "E" - PENSION PLANS EXHIBIT "F" - FLOOR PLAN FINANCING AND REPURCHASE ARRANGEMENTS EXHIBIT "G" - PERMITTED INDEBTEDNESS EXHIBIT "H" - REQUEST FOR SWING LINE ADVANCE EXHIBIT "J" - SWING LINE NOTE EXHIBIT "K" - FORM OF SWING LINE LOAN PARTICIPATION CERTIFICATE EXHIBIT "L" - FORM OF ASSIGNMENT AGREEMENT SCHEDULES SCHEDULE I 1.1 - Disclosure Schedule EXISTING LETTERS OF CREDIT SCHEDULE II 5.12 - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT A - Form of Revolving Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent ENVIRONMENTAL MATTERS CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated AGREEMENT ("Agreement") is made as of April 29the 29th day of September, 19971995, by and among BUDGET RENT A CAR CORPORATIONComerica Bank and the other financial institutions from time to time parties hereto as lenders of the Revolving Credit (individually, a Delaware corporation (the "BorrowerRevolving Credit Bank", and collectively "Revolving Credit Banks"), BUDGET GROUPComerica Bank, INC. as lender of the Swing Line Credit (formerly known "Swing Line Bank" and together with the Revolving Credit Banks, collectively referred to as Team Rental Group, Inc.), a Delaware corporation (the "ParentBanks"), the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc")Comerica Bank, as a co-syndication agent for the Banks (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacityand Champion Enterprises, Inc., a Michigan corporation ("Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "ArrangerCompany").

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection 106 13.21 Reliance on and Consent Survival of Various Provisions................................................106 -v- TABLE OF CONTENTS (Continued) Page TABLE OF CONTENTS (Continued) TABLE OF CONTENTS (Continued) SCHEDULES Schedule 1.1 Pricing Matrix Schedule 1.2 Percentages and Allocations Schedule 5.2 List of Jurisdictions in which Company and/or Subsidiaries do business Schedule 5.3(d) List of Jurisdictions in which to Jurisdiction.....................................118 12.16. Waiver file financing statements Schedule 6.9 Compliance with Laws Schedule 6.12 Litigation Schedule 6.16 Employee Pension Benefit Plans Schedule 6.18 Environmental Matters Schedule 6.19 Subsidiaries Schedule 6.20 Contingent Obligations Schedule 6.24 Capitalization Schedule 7.23 List of Jury Trial............................................................119 SCHEDULE Leased Properties Schedule 8.1(b) Existing Funded Debt Schedule 8.2 Permitted Liens Schedule 8.8 Existing Investments Schedule 8.9 Transactions with Affiliates Schedule 13.6 Notices -viii- TABLE OF CONTENTS (Continued) EXHIBITS A FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C FORM OF SWING LINE NOTE D FORM OF REQUEST FOR SWING LINE ADVANCE E FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE F FORM OF NOTICE OF LETTERS OF CREDIT G FORM OF BORROWING BASE CERTIFICATE H FORM OF COVENANT COMPLIANCE REPORT I FORM OF ASSIGNMENT AGREEMENT J FORM OF GUARANTY (including Exhibit "A" - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT A - Form of Revolving Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent Joinder Agreement) K FORM OF DOMESTIC SECURITY AGREEMENT L-1 FORM OF COMPANY PLEDGE AGREEMENT L-2 FORM OF CANADIAN SHARE PLEDGE AGREEMENT REVOLVING CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated This Revolving Credit Agreement ("Agreement") is made as of April 29the 31st day of March, 19972000, by and among BUDGET RENT A CAR CORPORATIONthe financial institutions from time to time signatory hereto (each, including Comerica Bank, individually a Delaware corporation ("Bank," and any and all such financial institutions from time to time signatory hereto, collectively the "BorrowerBanks"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc")Comerica Bank, as a co-syndication administrative agent for the Banks (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), LaSalle Bank National Association as a cosyndication agent, Ha-syndication agent Lo Industries, Inc., an Illinois corporation (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication AgentsCompany") for and the Lenders, Canadian Permitted Borrower (as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger"defined below).

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15115 SECTION 11.14. Forum Selection and Consent to Jurisdiction.....................................118 12.16..................115 SECTION 11.15. Waiver of Jury Trial............................................................119 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit .........................................116 -v- TABLE OF CONTENTS (continued) Page EXHIBITS EXHIBIT A A-1 - Form of Revolving Note EXHIBIT A-2 - Form of Swing Line Note EXHIBIT A-3 - Form of Term Loan Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Closing Date Certificate EXHIBIT E - Form of Borrowing Base Compliance Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement Mergerco Guaranty EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement Guaranty EXHIBIT G-1 - Form of Borrower Security Holdings Pledge Agreement EXHIBIT G-2 - Form of Subsidiary Borrower Security and Pledge Agreement EXHIBIT G-3 - Form of Parent Subsidiary Security and Pledge Agreement EXHIBIT H - Form of Subsidiary Guaranty Perfection Certificate EXHIBIT I-1 I - Form of Borrower Closing Date Solvency Certificate EXHIBIT I-2 J - Form of Parent Closing Date Certificate Interco Subordination Agreement EXHIBIT J K - Form of Lender Assignment Agreement EXHIBIT K-1 L - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 Term Loan Escrow and Pledge Agreement SCHEDULES SCHEDULE I - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent Disclosure Schedule CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of April 29[ ], 19972002, among BUDGET RENT A CAR CORPORATIONis made by and among, ASSOCIATED MATERIALS INCORPORATED, a Delaware corporation (the "BorrowerAMI"), BUDGET GROUP, ASSOCIATED MATERIALS HOLDINGS INC. (formerly known as Team Rental Group, Inc.)., a Delaware corporation (the "ParentHoldings"), the various financial institutions as are or may become and other Persons from time to time parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETSUBS AG, INC. ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the LendersStamford Branch, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and ), CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH, as the arranger syndication agent (in such capacity, the "ArrangerSyndication Agent"), CIBC WORLD MARKETS CORP., as documentation agent (in such capacity, the "Documentation Agent"), and UBS WARBURG LLC and CREDIT SUISSE FIRST BOSTON CORPORATION, as joint lead arrangers (in such capacity, the "Joint Lead Arrangers").

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. 97 SECTION 11.17 Release of Subsidiary Guarantors...............................97 SECTION 11.18 Forum Selection and Consent to Jurisdiction.....................................118 12.16. ....................97 SECTION 11.19 Waiver of Jury Trial............................................................119 ...........................................98 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT A A-1 - Form of Revolving Note EXHIBIT A-2 - Form of Swing Line Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Amendment No. 2 Effective Date Certificate EXHIBIT E - Form of Borrowing Base Compliance Certificate EXHIBIT F-1 F - [Reserved] EXHIBIT G - Form of Parent Security and Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty Perfection Certificate EXHIBIT I-1 - Form of Borrower Closing Date Certificate Mortgage EXHIBIT I-2 - [Reserved] EXHIBIT J - Form of Parent Closing Date Certificate Subsidiary Guaranty EXHIBIT J K - Form of Interco Subordination Agreement EXHIBIT L - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of April March 29, 19972004, is made by and among BUDGET RENT A CAR WEEKLY READER CORPORATION, a Delaware corporation (the "BorrowerWRC"), BUDGET GROUPand COMPASSLEARNING, INC. (formerly known as Team Rental Group, Inc.)., a Delaware corporation ("CLI" and, together with WRC, the "ParentBorrowers"), WRC MEDIA INC., a Delaware corporation and the parent of the Borrowers ("Holdings"), as a guarantor, the various financial institutions as are or may become and other Persons from time to time parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETSCREDIT SUISSE FIRST BOSTON, INC. acting through its Cayman Islands branch, as the Syndication Agent ("NationsBancCSFB" and in such capacity, the "Syndication Agent") for the Lenders, and as the Lead Arranger and Sole Book Running Manager, BANK OF AMERICA, N.A. ("BofA"), as a co-syndication administrative agent (in such capacity, a the "Co-Syndication Administrative Agent") for the Lenders Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION ("GECC"), as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver 70 Section 10.13 Change in Accounting Principles, Fiscal Year or Tax Laws...................... 70 Section 10.14 Headings Descriptive; Entire Agreement.................................... 70 Section 10.15 Time is of Jury Trial............................................................119 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT the Essence....................... 71 Section 10.16 Usury........................................ 71 Section 10.17 Construction................................. 71 EXHIBITS: -------- Exhibit A - Form of Revolving Bid Rate Note EXHIBIT B-1 Exhibit B - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT Syndicated Note Exhibit C - Form of Continuation/Conversion Notice EXHIBIT Letter of Credit Application Exhibit D - Form of Compliance Certificate EXHIBIT Notice of Borrowing Exhibit E - Form of Borrowing Base Certificate EXHIBIT F-1 Bid Rate Request Exhibit F - Form of Parent Pledge Agreement EXHIBIT F-2 Bid Rate Quote Exhibit G - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT Bid Rate Acceptance Exhibit H - Form of Subsidiary Guaranty EXHIBIT I-1 Notice of Continuation/Conversion Exhibit I - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT Special Counsel Opinion Exhibit J - Form of Lender Assignment Agreement EXHIBIT K-1 General Counsel Opinion Exhibit K - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 Assignment and Acceptance SCHEDULES: --------- Schedule 1.1 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 Subordinated Debt Schedule 5.4 - Form of Opinion of Counsel to the Parent Litigation Schedule 5.6 - Margin Stock Schedule 5.9 - Conflicting Agreements Schedule 5.14 - Labor Relations Schedule 5.16 - Subsidiaries Schedule 7.3 - Liens Schedule 7.4 - Investments CREDIT AGREEMENT ---------------- THIS CREDIT AGREEMENT, dated as of April 29June 30, 19971995, is made and entered into by and among BUDGET RENT A CAR CORPORATIONGOLD XXXX INC., a Delaware corporation cooperative marketing association organized and existing under the laws of the State of Georgia (the "Borrower"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial -------- banks and other lending institutions as are are, or may become from time to time become, parties hereto (collectively, the "Lenders" and individually, a "Lender"), NATIONSBANC CAPITAL MARKETSand ------- ------ TRUST COMPANY BANK, INC. a Georgia banking corporation ("NationsBancTrust Company"), as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") ------------- for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver Schedule 1 - Amounts of Jury Trial............................................................119 SCHEDULE A Term Loans Schedule 2 - Amounts of B Term Loans Schedule 3 - Amounts of Revolving Loans ANNEX I - Disclosure Schedule SCHEDULE List of Banks ANNEX II - Lender Information SCHEDULE Bank Addresses ANNEX III - Deposit Banks SCHEDULE Schedule of Existing Debt ANNEX IV - Subordinated Intercompany Note Terms SCHEDULE Schedule of Subsidiaries ANNEX V - Scheduled Letters Schedule of Credit EXHIBIT Collective Bargaining Agreements ANNEX VI - Summary of Corporate Insurance Policies ANNEX VII - Schedule of Liens ANNEX VIII - List of Mortgaged Real Property ANNEX IX - Schedule of Litigation ANNEX X - Schedule of Consents ANNEX XI - Schedule of Restrictions ANNEX XII - Environmental Matters ANNEX XIII - Taxes ANNEX XIV - Schedule of Intellectual Property ANNEX XV - Schedule of Existing Leases ANNEX XVI - Compliance with Laws Exhibit A - Form of Revolving Note EXHIBIT Exhibit B-1 - Form of Borrowing Request EXHIBIT A Term Note Exhibit B-2 - Form of Issuance Request EXHIBIT C B Term Note Exhibit C-1 - Form of Continuation/Conversion Notice EXHIBIT Opinion of Milbank, Tweed, Xxxxxx & XxXxxx Exhibit C-2 - Form of Opinion of Hunter, Maclean, Xxxxx & Xxxx, P.C. Exhibit C-3 - Form of Local Counsel Opinion Exhibit D - Form of Compliance Mortgage Exhibit E - Form of Holdings Guarantee Exhibit F-1 - Form of Borrower Securities Pledge Agreement Exhibit F-2 - Form of Holdings Securities Pledge Agreement Exhibit G - Form of Borrower Intellectual Property Security Agreement Exhibit H - Form of Borrower General Security Agreement Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Conversion/Continuation Exhibit L - Form of Officer's Solvency Certificate EXHIBIT E Exhibit M - Form of Borrowing Base Certificate EXHIBIT F-1 Exhibit N - Form of Parent Pledge Agreement EXHIBIT F-2 Officer's Certificate Regarding Environmental Review Exhibit O - Form of Borrower Pledge Landlord Lien Assurance Agreement EXHIBIT F-3 Exhibit P - Form of Consolidated Financial Plan Exhibit Q - Form of Non-U.S. Lender Certificate Exhibit R - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS Guarantee CREDIT AGREEMENT, dated as of April 29October [ ], 19971996 (the "Agreement"), among BUDGET RENT A CAR CORPORATIONXXXXXX PRODUCTS COMPANY, a Delaware corporation (subsequent to its merger with DNL Savannah Acquisition Corp., the "Borrower"), BUDGET GROUPthe lending institutions listed in Annex I (each a "Bank" and, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "LendersBanks"), NATIONSBANC CAPITAL MARKETS, INC. ) and the New York branch of BANQUE INDOSUEZ ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication AgentIndosuez") as the agent and collateral agent for the Lenders and as the documentation agent Banks (in such capacity, the "Documentation Agent") for the Lenders). Unless otherwise defined herein, all capitalized terms used herein and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), defined in Section 9 are used herein as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger")so defined.

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 SCHEDULE ANNEX I - Disclosure Schedule SCHEDULE List of Banks ANNEX II - Lender Information SCHEDULE III Bank Addresses Schedule 4.01J - Deposit Banks SCHEDULE IV Schedule of Corporate Insurance Policies Schedule 4.01K(a) - Subordinated Intercompany Note Terms SCHEDULE V Schedule of Liens Schedule 4.01K(b) - Scheduled Letters Schedule of Credit Restrictions Schedule 5.01 - Schedule of Consents Schedule 5.03 Violations Schedule 5.04 - Schedule of Litigation Schedule 5.16 - Schedule of Violations Schedule 5.19 - Schedule of Collective Bargaining Agreements Schedule 5.20 - Indebtedness Outstanding Schedule 5.21 - Environmental Matters EXHIBIT A - Form of Revolving Note EXHIBIT B-1 - Form of Borrowing Request Opinion of Kramer, Levin, Naftalis & Xxxxxxx EXHIBIT B-2 - Form of Issuance Request Opinion of Local Counsel EXHIBIT C - Form of Continuation/Conversion Notice Amended General Security Agreement EXHIBIT D D-1 - Form of Compliance Certificate Notice of Assignment EXHIBIT D-2 - Form of Assignment and Assumption Agreement EXHIBIT E - Form of Notice of Borrowing EXHIBIT F - Form of Notice of Conversion/Continuation EXHIBIT G - Form of Notice of Issuance EXHIBIT H - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Officers' Certificate Regarding Conditions Precedent EXHIBIT I-2 - Form of Parent Closing Date Officers' Certificate Regarding Environmental Review EXHIBIT J I-3 - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS Officers' Solvency Certificate AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 29December 21, 19971994 and amended and restated as of May 28, 1997 (the "Agreement"), among BUDGET RENT A CAR XXXXX ALUMINUM CORPORATION, a Delaware Maryland corporation (the "Borrower"), BUDGET GROUPthe lending institutions listed in Annex I (each a "Bank" and, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "LendersBanks"), NATIONSBANC CAPITAL MARKETS, INC. ) and CREDIT AGRICOLE INDOSUEZ ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication AgentIndosuez") as agent and collateral agent for the Lenders and as the documentation agent Banks (in such capacity, the "Documentation Agent") for the Lenders). Unless otherwise defined herein, all capitalized terms used herein and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), defined in Section 9 are used herein as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger")so defined.

Independence of Covenants. 117 12.1434 Section 9.13. Judgment Currency...............................................................117 12.15Change in Accounting Principles, Fiscal Year or Tax Laws......................... 34 Section 9.14. Forum Selection and Consent to Jurisdiction.....................................118 12.16Headings Descriptive; Entire Agreement........................................... 34 Section 9.15. Waiver of Jury Trial............................................................119 SCHEDULE I - Disclosure Confidentiality.................................................................. 35 Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled 1 Commitments / Percentages Schedule 1.01 Pricing Schedule Schedule 1.02 Existing Letters of Credit EXHIBIT Schedule 9.01 Notice Information EXHIBITS Exhibit A - Form of Revolving Note EXHIBIT B-1 Letter of Credit Application Exhibit B - Form of Borrowing Request EXHIBIT B-2 - Form Notice of Issuance Request EXHIBIT Outstanding Letters of Credit Exhibit C - Form of Continuation/Conversion Notice EXHIBIT Closing Certificate Exhibit D - Form of Compliance Certificate EXHIBIT Exhibit E - Form of Borrowing Base Certificate EXHIBIT F-1 Cash Collateral Agreement Exhibit F - Form of Parent Pledge Agreement EXHIBIT F-2 Assignment and Acceptance Exhibit G - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Exiting Lender Assignment Agreement EXHIBIT K-1 Acknowledgment Exhibit H-1-A - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 Foley & Lardner Exhibit H-1-B - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 Alan J. Millex, Xxq. Xxxxxxx H-2 - Form of Opinion of Counsel to the Parent Troutman Xxxxxxx XXX Xxhibit H-3 - Form of Opinion of Mayer, Bxxxx, Xxwx & Xxx LLP LETTER OF CREDIT FACILITY AGREEMENT THIS LETTER OF CREDIT AGREEMENT, dated FACILITY AGREEMENT made and entered into as of April 29January 8, 19972004, by and among BUDGET RENT A CAR INTERMET CORPORATION, a Delaware Georgia corporation (the "BorrowerCompany"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.)THE BANK OF NOVA SCOTIA, a Delaware corporation Canadian chartered bank (the "ParentScotia Capital"), acting through its Atlanta Agency, the various financial other banks and lending institutions listed on the signature pages hereof, and any assignees of Scotia Capital, or such other banks and lending institutions which become "Lenders" as are or may become parties hereto provided herein (collectivelyScotia Capital, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc"), ) and Scotia Capital in its capacities as a co-syndication administrative agent (in such capacity, a "Co-Syndication Agent") for the Lenders and each successor agent for such Lenders as the documentation agent may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger")Issuer.

Independence of Covenants. 117 12.14109 Section 10.18 Survival. Judgment Currency...............................................................117 12.15................................................109 Section 10.19 Domicile of Revolving Loans. Forum Selection .............................110 Section 10.20 Limitation of Liability. .................................110 Section 10.21 Calculations; Computations. ..............................110 Section 10.22 WAIVER OF TRIAL BY JURY. ..................................110 Section 10.23 References.................................................110 Annex 1 -- Domestic and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT Eurodollar Lending Offices Exhibit A - -- Form of Revolving Note EXHIBIT B-1 - Exhibit B -- Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Amended and Restated Borrower Pledge Agreement EXHIBIT F-3 - Exhibit C -- Form of Amended and Restated Borrower Security Agreement Exhibit D -- Form of Amended and Restated Guaranty Exhibit E -- Form of Amended and Restated Subsidiary Pledge Agreement EXHIBIT G-1 - Exhibit F -- Form of Borrower Security Agreement EXHIBIT G-2 - Form of Amended and Restated Subsidiary Security Agreement EXHIBIT G-3 - Exhibit G -- Form of Parent Security Agreement EXHIBIT H - Form Notice of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Borrowing Exhibit H-1 -- Form of Opinion of Special Counsel Straxxxxx Xxxcx Xxxlxxx & Xautx, xxunsel to the Obligors EXHIBIT K-2 - Loan Parties Exhibit H-2 -- Form of Opinion of Counsel Lockx Xxxdell & Sapp XXX, special Texas counsel to the Borrower EXHIBIT K-3 - Loan Parties Exhibit H-3 -- Form of Opinion of Counsel Kilpxxxxxx Xxxxxxxx XXX, special North Carolina counsel to the Parent CREDIT AGREEMENT THIS Loan Parties Exhibit H-4 -- Form of Opinion of Burr & Xormxx XXX, special Alabama counsel to the Loan Parties Exhibit I -- Form of Assignment Agreement SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 29March 4, 19971999, among BUDGET RENT A CAR CORPORATIONCKE Restaurants, Inc., a Delaware corporation (the "Borrower"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders (as hereinafter defined) and Paribas, acting in its capacity as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").

Independence of Covenants. 117 12.14109 11.14. Judgment Currency...............................................................117 12.15Confidentiality...................................................109 11.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16.......................110 11.16. Waiver of Jury Trial............................................................119 ..............................................111 SCHEDULE I - I- Disclosure Schedule SCHEDULE II - Lender II- Percentages and Administrative Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit EXHIBIT A A-1 - Form of Revolving Note EXHIBIT A-2 - Form of Term A Note EXHIBIT A-3 - Form of Term B Note EXHIBIT A-4 - Form of August 1998 Term C Note EXHIBIT A-5 - Form of September 1998 Term C Note EXHIBIT A-6 - Form of Additional Term C Note EXHIBIT A-7 - Form of Registered Note EXHIBIT A-8 - Form of Swing Line Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Amendment Effective Date Certificate EXHIBIT E - Form of Borrowing Base Compliance Certificate EXHIBIT F-1 - Form Conformed copy of Parent Pledge Partnership Security Agreement EXHIBIT F-2 - Form Conformed copy of Borrower Pledge Security Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Security Agreement EXHIBIT G-1 - Form Conformed copy of Borrower Security Holdings Pledge Agreement EXHIBIT G-2 - Form Conformed copy of Subsidiary Security Borrower Pledge Agreement EXHIBIT G-3 - Form of Parent Security Subsidiary Pledge Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 I - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Perfection Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 K - Form of Opinion of Special New York Counsel to the Obligors EXHIBIT K-2 L-1 - Form of Opinion of Counsel to the Borrower Holdings Solvency Certificate EXHIBIT K-3 L-2 - Form of Opinion of Counsel Borrower Solvency Certificate EXHIBIT A-1 to Second Amended and Restated Credit Agreement REVOLVING NOTE $_______________ March 17, 1999 FOR VALUE RECEIVED, the Parent CREDIT AGREEMENT THIS CREDIT AGREEMENTundersigned, dated as of April 29, 1997, among BUDGET RENT A CAR CORPORATIONXXXXX XXXXX, a Delaware corporation New York general partnership (the "Borrower"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation promises to pay to the order of ____________________ (the "ParentLender") on the Stated Maturity Date (as defined in the Amended and Restated Credit Agreement referred to below), the principal sum of _________________ DOLLARS ($ ________) or, if less, the aggregate unpaid principal amount of all Revolving Loans shown on the schedule attached hereto (and any continuation thereof) made by the Lender pursuant to that certain Second Amended and Restated Credit Agreement, dated as of March 17, 1999, amending and restating in its entirety that certain Amended and Restated Credit Agreement, dated as of September 11, 1998 (as amended prior to the Amendment Effective Date) (as so amended and restated, and together with all amendments, supplements, restatements and other modifications, if any, from time to time thereafter made thereto, the "Credit Agreement"), among the Borrower, each of the Parent Guarantors named therein, the various financial institutions (including the Lender) as are or may become parties hereto thereto, DLJ Capital Funding, Inc., as Syndication Agent, Fleet National Bank, as Administrative Agent and Credit Lyonnais New York Branch, as Documentation Agent. The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (collectivelywhether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is one of the Revolving Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. This Revolving Note and the other Revolving Notes shall represent an amendment and restatement of, the Revolving Notes as defined in and issued under the Existing Credit Agreement (herein, the "LendersExisting Revolving Notes"), NATIONSBANC CAPITAL MARKETSand the Indebtedness originally evidenced by the Existing Revolving Notes which is now evidenced by this new amended and restated Revolving Note and the other Revolving Notes shall be a continuing Indebtedness, INC. ("NationsBanc"), as a co-syndication agent (and nothing contained herein or in such capacityother Revolving Notes shall be construed to deem the Existing Revolving Notes paid, or to release or terminate any Lien or security interest given to secure the Existing Revolving Notes, which Liens and security interests shall continue to secure such Indebtedness as evidenced by this Revolving Note and such other Revolving Notes. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. XXXXX XXXXX By Xxxxx Xxxxx Inc., a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacitygeneral partner By Title: By DRI I Inc., a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").general partner By Title:

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection 90 14.21 Reliance on and Consent to Jurisdiction.....................................118 12.16. Waiver Survival of Jury Trial............................................................119 SCHEDULE I - Disclosure Various Provisions........................................90 14.22 Complete Agreement; Amendment and Restatement.........................................90 EXHIBIT 10.1 TABLE OF CONTENTS (Continued) SCHEDULES Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled 1.1 Pricing Matrix Schedule 1.2 Percentages Schedule 2 Insurance Deposits (Permitted Liens) Schedule 3.1 Existing Letters of Credit EXHIBIT Schedule 6.2 List of Jurisdictions in which Company and/or Subsidiaries do business Schedule 6.3 List of Jurisdictions in which to file financing statements Schedule 7.9 Compliance with Laws Schedule 7.12 Litigation Schedule 7.16 Employee Pension Benefit Plans Schedule 7.18 Environmental Matters Schedule 7.19 Subsidiaries Schedule 7.20 Contingent Obligations Schedule 8.8 Environmental Actions Schedule 8.21 Real Estate Documentation Schedule 9.1 Existing Debt Schedule 9.2 Permitted Liens Schedule 14.6 Notices EXHIBITS A - Form of Revolving Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C - Form of Continuation/Conversion Notice EXHIBIT FORM OF NOTICE OF LETTERS OF CREDIT D - Form of Compliance Certificate EXHIBIT FORM OF REQUEST FOR SWING LINE ADVANCE E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT FORM OF SWING LINE NOTE F FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE G [Reserved] H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT FORM OF COVENANT COMPLIANCE REPORT I FORM OF ASSIGNMENT AGREEMENT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent FORM OF SUBORDINATION PROVISIONS K FORMS OF INTERCOMPANY NOTE L FORM OF REAFFIRMATION OF CERTAIN LOAN DOCUMENTS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated This Second Amended and Restated Revolving Credit Agreement ("Agreement") is made as of April 29the 23rd day of June, 19971998, by and among BUDGET RENT A CAR CORPORATIONthe financial institutions from time to time signatory hereto (individually a "Bank," and any and all such financial institutions collectively the "Banks"), Comerica Bank, as structuring, documentation and administrative agent for the Banks (in such capacity, "Agent"), and Aqua-Chem, Inc., a Delaware corporation (the "BorrowerCompany"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").;

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 SCHEDULE 147 ANNEX I - Disclosure Schedule SCHEDULE List of Banks ANNEX II - Lender Information SCHEDULE Bank Addresses ANNEX III - Deposit Banks SCHEDULE Schedule of Existing Debt ANNEX IV - Subordinated Intercompany Note Terms SCHEDULE Schedule of Subsidiaries ANNEX V - Scheduled Letters Schedule of Credit EXHIBIT Collective Bargaining Agreements ANNEX VI - Summary of Corporate Insurance Policies ANNEX VII - Schedule of Liens ANNEX VIII - List of Mortgaged Real Property ANNEX IX - Schedule of Litigation ANNEX X - Schedule of Consents ANNEX XI - Schedule of Restrictions ANNEX XII - Environmental Matters ANNEX XIII - Taxes ANNEX XIV - Schedule of Intellectual Property ANNEX XV - Schedule of Existing Leases ANNEX XVI - Compliance with Laws Exhibit A - Form of Revolving Note EXHIBIT B-1 Exhibit B - Form of Borrowing Request EXHIBIT B-2 Acquisition Term Note Exhibit C-1 - Form of Issuance Request EXHIBIT C Opinion of Milbank, Tweed, Xxxxxx & XxXxxx Exhibit C-2 - Form of Continuation/Conversion Notice EXHIBIT Opinion of Hunter, Maclean, Xxxxx & Xxxx, P.C. Exhibit C-3 - Form of Local Counsel Opinion Exhibit D - Form of Compliance Mortgage Exhibit E - Form of Holdings Guarantee Exhibit F-1 - Form of Borrower Securities Pledge Agreement Exhibit F-2 - Form of Holdings Securities Pledge Agreement Exhibit G - Form of Borrower Intellectual Property Security Agreement Exhibit H - Form of Borrower General Security Agreement Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Conversion/Continuation Exhibit L - Form of Officer's Solvency Certificate EXHIBIT E Exhibit M - Form of Borrowing Base Certificate EXHIBIT F-1 Exhibit N - Form of Parent Pledge Agreement EXHIBIT F-2 Officers' Certificate Regarding Environmental Review Exhibit O - Form of Borrower Pledge Landlord Lien Assurance Agreement EXHIBIT F-3 Exhibit P - Form of Consolidated Financial Plan Exhibit Q - Form of Non-U.S. Lender Certificate Exhibit R - Form of Subsidiary Pledge Guarantee Exhibit S - Cutex Manufacturing Agreement EXHIBIT G-1 Exhibit T - Form of Borrower Security AM Manufacturing Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of April 29November 6, 19971997 (the "Agreement"), among BUDGET RENT A CAR CORPORATIONXXXXXX PRODUCTS COMPANY, a Delaware corporation (the "Borrower"), BUDGET GROUPXXXXXX, INC. (formerly known as Team Rental Group, Inc.)., a Delaware corporation (the "ParentHoldings"), the various financial lending institutions as are or may become parties hereto listed in Annex I (each a "Bank" and, collectively, the "LendersBanks"), NATIONSBANC CAPITAL MARKETS, INC. ) and CREDIT AGRICOLE INDOSUEZ ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication AgentIndosuez") as the agent and collateral agent for the Lenders and as the documentation agent Banks (in such capacity, the "Documentation Agent") for the Lenders). Unless otherwise defined herein, all capitalized terms used herein and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), defined in Section 9 are used herein as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger")so defined.

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. 82 Section 15.20 Waiver of Jury Trial............................................................119 SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Credit .............................................82 Section 15.21 Confidentiality..................................................83 Section 15.22 Foreign Lenders..................................................83 Section 15.23 Amendment and Restatement........................................84 INDEX TO EXHIBITS EXHIBIT A - Form of Revolving Note EXHIBIT B-1 - B Form of Borrowing Request Swingline Note EXHIBIT B-2 - C Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice Assignment and Acceptance EXHIBIT D - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - F Form of Borrower Closing Date Certificate Notice of Borrowings, Conversions, Continuations or Prepayments EXHIBIT I-2 - G Form of Parent Closing Date Certificate Joinder Agreement EXHIBIT J - H Form of Lender Assignment Acknowledgment of Intercreditor Agreement EXHIBIT K-1 - Form INDEX TO SCHEDULES Schedule 1 Existing Letters of Opinion Credit Schedule 9.4 Operation of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent Business Schedule 9.5 Litigation and Judgments Schedule 9.9 Debt Schedule 9.10 Taxes Schedule 9.12 ERISA Matters Schedule 9.14 Subsidiaries; Capitalization Schedule 9.15 Material Agreements Schedule 9.19 Environmental Matters Schedule 9.20 Broker's Fees Schedule 9.21 Employee Matters Schedule 11.2 Permitted Liens Schedule 11.5 Investments Schedule 15.13 Addresses for Notices SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this "Agreement"), dated as of April 29October 22, 19972002, is among BUDGET RENT A CAR CORPORATIONWILLIAMS-SONOMA, INC., a Delaware corporation duly organized and validly existxxx xxxxr the laws of the State of California (the "Borrower"), BUDGET GROUP, INC. each of the banks or other lending institutions which is (formerly known as Team Rental Group, Inc.)or which may from time to time become) a party hereto or any successor or assignee thereof pursuant to Section 15.8(b) (individually, a Delaware corporation (the "Parent")Lender" and, the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETSand BANK OF AMERICA, INC. ("NationsBanc")N.A., a national banking association, as a co-syndication administrative agent (in such capacity, a "Co-Syndication Agent") for the Lenders and (in its capacity as the documentation agent (administrative agent, together with its successors in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger")L/C Issuer.

Independence of Covenants. 117 12.14. Judgment Currency...............................................................117 12.15109 SECTION 10.14. Forum Selection and Consent to Jurisdiction.....................................118 12.16............................................109 SECTION 10.15. Waiver of Jury Trial............................................................119 ...................................................................110 SCHEDULES AND EXHIBITS SCHEDULE I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters Outstanding Loans and Letter of Credit Obligations as of the Closing Date EXHIBIT A A-1 - Form of Revolving Note EXHIBIT A-2 - Form of Swing Line Note EXHIBIT A-3 - Form of Term A Note EXHIBIT A-4 - Form of Term B Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Compliance Borrower Closing Date Certificate EXHIBIT E - Form of Borrowing Base Compliance Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 F - Form of Subsidiary Pledge Agreement Guaranty EXHIBIT G-1 - Form of Borrower Security and Pledge Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security and Pledge Agreement EXHIBIT H - Form of Subsidiary Guaranty Perfection Certificate EXHIBIT I-1 - Form of Borrower Closing Date Certificate Mortgage EXHIBIT I-2 - Form of Parent Closing Date Deed of Trust EXHIBIT I-3 - Form of Mortgage Modification EXHIBIT J - Form of Solvency Certificate EXHIBIT J K - Form of Interco Subordination Agreement EXHIBIT L - Form of Lender Assignment Agreement EXHIBIT K-1 M - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent Pricing Certificate AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 29October 5, 19972001, is made by and among BUDGET RENT A CAR CORPORATIONSTERICYCLE, INC., a Delaware corporation (the "Borrower"), BUDGET GROUP, INC. (formerly known as Team Rental Group, Inc.), a Delaware corporation (the "Parent"), the various financial institutions as are or may become and other Persons from time to time parties hereto (collectively, the "Lenders"), NATIONSBANC CAPITAL MARKETSBANK OF AMERICA, INC. ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the LendersN.A., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and ), BANC OF AMERICA SECURITIES LLC, as the arranger Lead Arranger and the Book Manager (in such capacitycollectively, the "Arranger"), CREDIT SUISSE FIRST BOSTON and UBS WARBURG, LLC, as co-syndication agents (collectively, the "Co-Syndication Agents"), and FLEET NATIONAL BANK, as the documentation agent (the "Documentation Agent").

Independence of Covenants. 117 12.1479 Section 10.13. Judgment Currency...............................................................117 12.15Change in Accounting Principles, Fiscal Year or Tax Laws............................ 79 Section 10.14. Forum Selection Headings Descriptive; Entire Agreement.............................................. 79 iv 6 SCHEDULES SCHEDULE 5.01 Organization and Consent to Jurisdiction.....................................118 12.16. Waiver Ownership of Jury Trial............................................................119 Subsidiaries SCHEDULE I - Disclosure Schedule 5.05 Certain Pending and Threatened Litigation SCHEDULE II - Lender Information 5.08 Environmental Matters SCHEDULE III - Deposit Banks 5.11 Burdensome Restrictions SCHEDULE IV - Subordinated Intercompany Note Terms 5.12 Tax Filings and Payments SCHEDULE V - Scheduled Letters 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Credit Properties SCHEDULE 5.20 Dividend Restrictions SCHEDULE 5.21 Labor and Employment Matters SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1996 SCHEDULE 7.06 Existing Investments SCHEDULE 8.01 Existing Indebtedness SCHEDULE 8.02 Existing Liens EXHIBITS EXHIBIT A - Form of Revolving Note EXHIBIT B-1 B - Form of Borrowing Request EXHIBIT B-2 - Form of Issuance Request Bid Facility Note EXHIBIT C - Form of Continuation/Conversion Notice Letter of Credit Application EXHIBIT D - Bid Request EXHIBIT E - Bid Request Invite EXHIBIT F - Bid Rate Bid EXHIBIT G - Bid Rate Acceptance/Rejection EXHIBIT H - Form of Amended and Restated Subsidiary Guaranty EXHIBIT I - Form of Closing Certificate EXHIBIT J-1 - Form of Opinion of Dickinson, Wright, Moon, Van Dusen & Freexxx XXXIBIT J-2 - Form of Opinion of Kilpxxxxxx & Xody EXHIBIT K - Form of Assignment and Acceptance Agreement EXHIBIT L - Form of Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Parent Pledge Agreement EXHIBIT F-2 - Form of Borrower Pledge Agreement EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated made and entered into as of April 29November 14, 19971996, by and among BUDGET RENT A CAR INTERMET CORPORATION, a Delaware Georgia corporation (the "BorrowerIntermet"), BUDGET GROUPSUNTRUST BANK, INC. ATLANTA (formerly known as Team Rental Group, Inc.Trust Company Bank), a Delaware banking corporation organized under the laws of the State of Georgia (the "ParentSunTrust"), the various financial other banks and lending institutions listed on the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as are or may become parties hereto provided herein (collectivelySunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), NATIONSBANC CAPITAL MARKETSSUNTRUST BANK, INC. ("NationsBanc")ATLANTA, in its capacity as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and each successor agent for such Lenders as the documentation agent may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), NBD BANK ("NBD") and FIRST UNION NATIONAL BANK OF NORTH CAROLINA ("First Union"), in their respective capacities as a co-syndication agent agents for the Lenders (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger").;