Liquidation Amount $50 per HIGH TIDE) Guaranteed to the extent set forth in the Guarantee Agreement by, and Convertible into Class A Common Stock of, Budget Group, Inc.Registration Rights Agreement • August 13th, 1998 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
INDENTUREIndenture • May 11th, 1999 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 10.23 U.S. $300,000,000 CREDIT AGREEMENT, dated as of April 29, 1997,Credit Agreement • March 31st, 1998 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
1 EXHIBIT 1.1 BUDGET GROUP, INC. 91/8% SENIOR NOTES DUE APRIL 1, 2006 PURCHASE AGREEMENTPurchase Agreement • May 11th, 1999 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 10.6 SERIES 2002-1 NOTE PURCHASE AGREEMENT VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTE, SERIES 2002-1, dated as of August 6, 2002,Note Purchase Agreement • November 14th, 2002 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 10.7 [SECOND REVISED EXECUTION COPY] FIFTEENTH AMENDMENT, WAIVER AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTEENTH AMENDMENT, WAIVER AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 15, 2002 (this...Credit Agreement • November 14th, 2002 • Budget Group Inc • Services-auto rental & leasing (no drivers)
1 EXHIBIT 1 PLAN AND AGREEMENT OF MERGERMerger Agreement • December 5th, 1997 • Budget Group Inc • Services-auto rental & leasing (no drivers) • Florida
80,000,000 7.0% CONVERTIBLE SUBORDINATED NOTES, SERIES A, DUE 2007 $45,000,000 6.85% CONVERTIBLE SUBORDINATED NOTES, SERIES B, DUE 2007Indenture • January 7th, 1998 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
1 EXHIBIT 1.1 BUDGET GROUP, INC. Class A Common Stock (par value $.01 per share) Underwriting AgreementUnderwriting Agreement • September 26th, 1997 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
1 EXHIBIT 4.8 GUARANTEE AGREEMENT, dated as of June 19, 1998, executed and delivered by Budget Group, Inc., a Delaware corporation (the "Guarantor"), and The Bank of New York, a New York banking corporation, as trustee (the "Guarantee Trustee"), for...Guarantee Agreement • August 13th, 1998 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 1998 • Budget Group Inc • Services-auto rental & leasing (no drivers)
1 EXHIBIT 4.32 BUDGET GROUP, INC. 91/8% SENIOR NOTES DUE APRIL 1, 2006 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 1999 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
1 EXHIBIT 1.1 5,200,000 SHARES TEAM RENTAL GROUP, INC. CLASS A COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 1997 • Team Rental Group Inc • Services-auto rental & leasing (no drivers) • New York
AMENDMENT AND CONSENTCredit Agreement • April 10th, 2002 • Budget Group Inc • Services-auto rental & leasing (no drivers)
EXHIBIT 2.7 COMMON STOCK PURCHASE AGREEMENT DATED AS OF JANUARY 13, 1997Common Stock Purchase Agreement • February 12th, 1997 • Team Rental Group Inc • Services-auto rental & leasing (no drivers) • Michigan
EXHIBIT 4.6 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of April 29, 1997, between Budget Group, Inc. (formerly Team Rental Group, Inc.), a Delaware corporation (the "COMPANY"), and the persons listed on...Registration Rights Agreement • July 17th, 1998 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 4.12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of December 18, 1996, between Team Rental Group, Inc., a Delaware corporation (the "COMPANY"), and the persons listed on the signature pages hereof. 1. Background. The...Registration Rights Agreement • February 12th, 1997 • Team Rental Group Inc • Services-auto rental & leasing (no drivers) • New York
DECLARATION OF TRUST OF BUDGET GROUP CAPITAL TRUSTDeclaration of Trust • August 13th, 1998 • Budget Group Inc • Services-auto rental & leasing (no drivers)
1 EXHIBIT 1.2 1,300,000 SHARES TEAM RENTAL GROUP, INC. CLASS A COMMON STOCK SUBSCRIPTION AGREEMENTSubscription Agreement • April 18th, 1997 • Team Rental Group Inc • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 2.8 BUDGET STOCK PURCHASE AGREEMENT DATED AS OF JANUARY 13, 1997Stock Purchase Agreement • February 12th, 1997 • Team Rental Group Inc • Services-auto rental & leasing (no drivers) • Michigan
1 EXHIBIT 10.31 BUDGET GROUP, INC. EXECUTIVE AGREEMENT This Executive Agreement ("Agreement") is dated as of January 1, 2000, and is entered into by and between [Cohen/Siegel] ("Executive") and Budget Group, Inc. ("Budget" or "Company"). Executive and...Executive Agreement • March 30th, 2000 • Budget Group Inc • Services-auto rental & leasing (no drivers) • Florida
TO THE BANK OF NEW YORK TRUSTEE INDENTUREIndenture • August 13th, 1998 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 1 TO BRIDGE LOAN AGREEMENTBridge Loan Agreement • August 14th, 2000 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
W I T N E S S E T H:Limited Waiver • March 31st, 1999 • Budget Group Inc • Services-auto rental & leasing (no drivers)
EXHIBIT 10.7 ADVERTISING AGREEMENT This Agreement is made this _____day of _____, 1997 by and between Ford Motor Company, a Delaware corporation ("Ford"), and Budget Rent A Car Corporation and its wholly owned subsidiary Budget Rent A Car Systems,...Advertising Agreement • April 18th, 1997 • Team Rental Group Inc • Services-auto rental & leasing (no drivers) • Michigan
WITNESSETH:Amended and Restated Credit Agreement • November 14th, 2002 • Budget Group Inc • Services-auto rental & leasing (no drivers)
WITNESSETH:Instrument of Resignation, Appointment and Acceptance • May 15th, 2002 • Budget Group Inc • Services-auto rental & leasing (no drivers)
1 EXHIBIT 3 IRREVOCABLE PROXY AGREEMENT THIS IRREVOCABLE PROXY AGREEMENT (the "Agreement"), dated as of November 25, 1997, made by and between BUDGET GROUP, INC., a Delaware corporation ("Budget"), and the undersigned shareholder ("Shareholder") of...Irrevocable Proxy Agreement • December 5th, 1997 • Budget Group Inc • Services-auto rental & leasing (no drivers) • Florida
1 EXHIBIT 10.22 BUDGET RENT A CAR CORPORATION, as Issuer TEAM RENTAL GROUP, INC., as Guarantor (to be renamed BUDGET GROUP, INC.) 9.57% Guaranteed Senior Notes due 2007 SENIOR NOTE PURCHASE AGREEMENT Dated as of April 25, 1997 2 Table of ContentsSenior Note Purchase Agreement • March 31st, 1998 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
BY AND AMONGAsset and Stock Purchase Agreement • August 29th, 2002 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
BETWEENPreferred Stockholders Agreement • September 2nd, 1997 • Budget Group Inc • Services-auto rental & leasing (no drivers) • Delaware
RECITALS:Agreement of Resignation, Appointment and Acceptance • May 15th, 2002 • Budget Group Inc • Services-auto rental & leasing (no drivers) • Minnesota
RECITALSRemarketing Agreement • August 13th, 1998 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
ARTICLE I DEFINITIONSAssignment, Assumption and Amendment Agreement • March 31st, 1999 • Budget Group Inc • Services-auto rental & leasing (no drivers)
PAGE 1. DEFINITIONS............................................................ ........................2 2. GENERAL AGREEMENT................................. .............................................2 2.1 Leasing of Group IV...Lease Agreement • November 14th, 2002 • Budget Group Inc • Services-auto rental & leasing (no drivers) • New York
