MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT DATED JULY 16, 2003 BETWEEN VANGUARD CAR RENTAL USA INC., A DELAWARE CORPORATION AND PEROT SYSTEMS CORPORATION, A DELAWARE CORPORATION

Exhibit 10.45

EXECUTION

VERSION

MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT

DATED JULY 16, 2003

BETWEEN

VANGUARD CAR RENTAL USA INC., A DELAWARE CORPORATION

AND

XXXXX SYSTEMS CORPORATION, A DELAWARE CORPORATION

MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS				2
1.1		Certain Definitions		2
ARTICLE 2 GENERAL PROVISIONS AND OBLIGATIONS				11
2.1		Overview of Agreement		11
2.2		Conditions to Obligations of Newco		12
2.3		Conditions to Obligations of Xxxxx Systems		13
2.4		Exclusivity		14
2.5		Account Manager		15
2.6		Conduct of Personnel		16
ARTICLE 3 DESCRIPTION OF SERVICES AND SERVICE LEVELS				16
3.1		Provision of Services		16
3.2		Variable Services		17
3.3		Post-Effective Date Adjustments		18
3.4		Service Locations		18
3.5		Overview of Services		18
3.6		Annual Technology Plan		19
3.7		Training		21
3.8		Xxxxx Systems Licenses and Permits; Export		21
3.9		No Adverse Changes to the Services		22
3.10		Subcontractors		22
3.11		Changes to Services Due to Changes in Newco’s Business		22
3.12		Service Levels		22
3.13		European and Asian Affiliates		24
ARTICLE 4 CERTAIN NEWCO OBLIGATIONS				25
4.1		Newco’s Cooperation		25
4.2		Access to Newco’s Facilities		25
4.3		Support		26
4.4		Third Party Bids		26
4.5		Certain Obligations		27
ARTICLE 5 XXXXX SYSTEMS OBLIGATIONS				27
5.1		Xxxxx Systems’ Cooperation		27
5.2		Access to Xxxxx Systems’ Facilities		27
5.3		Employee Transfers		28
5.4		Key Employees		28
5.5		Required Consents		28
ARTICLE 6 RESPONSIBILITY FOR ASSETS				29
6.1		General		29

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6.2		Existing Hardware		30
6.3		Replacement and Additional Hardware		31
6.4		Existing Software		32
6.5		Replacement and Additional Software		34
6.6		Third Party Service Contracts		35
6.7		Certain Hardware and Software Provided by Xxxxx Systems		35
6.8		Managed Contracts.		36
ARTICLE 7 CHARGES AND PAYMENT				36
7.1		Charges for Services		36
7.2		Charges for Additional Services		37
7.3		Service Level Credits		37
7.4		Reimbursable Expenses		38
7.5		Retained and Pass-Through Expenses		38
7.6		Taxes and Tax Planning		39
7.7		Pricing Adjustments		41
7.8		Invoices and Payment		42
7.9		Audits by Newco		44
7.10		Internal Benchmarking		45
7.11		Newco Satisfaction Surveys		45
7.12		Extraordinary Events		46
7.13		Change of Location		47
ARTICLE 8 INTELLECTUAL PROPERTY AND CONFIDENTIALITY				47
8.1		Confidential Information		47
8.2		Residual Knowledge		50
8.3		PSC Software, Tools and Methodologies		50
8.4		Other Proprietary Rights		51
8.5		Trademark Protection		51
8.6		Functionally Similar Software		52
8.7		Rights in GreenWay 1.0, Odyssey and VRS		52
8.8		Ownership of Newco Data		54
8.9		Return of Data		54
8.10		Data Privacy		55
8.11		Developed Software Rights		55
8.12		Websites		56
8.13		Further Assurances		56
ARTICLE 9 DISASTER RECOVERY AND BUSINESS CONTINUITY				57
9.1		Disaster Recovery		57
9.2		Business Continuity		57
ARTICLE 10 TERM AND TERMINATION				58
10.1		Term		58
10.2		Renewals		58
10.3		Termination for Cause		58
10.4		Termination for Service Level Performance		59

10.5		Termination for Non-Payment		59
10.6		Termination for Insolvency; Bankruptcy		59
10.7		Termination for Convenience		60
10.8		Termination for Critical Service Failures		60
10.9		Termination for Change in Control of Xxxxx Systems		61
10.10		Termination Assistance		61
10.11		Return of Xxxxx Systems Tools		62
10.12		Partial Discontinuance		62
ARTICLE 11 WARRANTIES AND CERTAIN COVENANTS				63
11.1		By Newco		63
11.2		By Xxxxx Systems		64
11.3		Certain Covenants		66
11.4		Viruses		67
ARTICLE 12 INDEMNITIES				68
12.1		Cross Indemnity		68
12.2		Xxxxx Systems Employment Indemnification		68
12.3		Newco Employment Indemnification		68
12.4		Indemnification Procedures		68
12.5		Subrogation		69
12.6		Intellectual Property Indemnity by Xxxxx Systems		69
12.7		Intellectual Property Indemnity By Newco		70
12.8		Certain Third Party Claims		70
12.9		Infringement Indemnification Procedures		70
ARTICLE 13 DAMAGES AND LIMITATIONS OF LIABILITY				71
13.1		Limitation on Liability		71
13.2		Consequential Damages		71
13.3		Exclusions		71
13.4		Mitigation		71
13.5		Force Majeure		72
ARTICLE 14 INSURANCE				73
14.1		Insurance		73
14.2		Insurance Documentation		73
14.3		Risk of Loss		74
14.4		No Limitation		74
ARTICLE 15 INITIAL DISPUTE RESOLUTION				74
15.1		General		74
15.2		Management Meetings		74
ARTICLE 16 GENERAL				75
16.1		No Hire Commitments		75
16.2		Notices		76
16.3		Assignment		76

16.4		Severability		77
16.5		Relationship of Parties		77
16.6		Approvals and Similar Actions		77
16.7		Covenant of Good Faith		77
16.8		Non-disparagement		77
16.9		Press Releases		77
16.10		Modification; Waiver		77
16.11		Governing Law and Consent to Jurisdiction		78
16.12		Entire Agreement		78
16.13		Survival		78
16.14		Section, Exhibit, and Schedule References		78

List of Exhibits and Schedules

Exhibits
A		Services
		Attachment A-1 – Intentionally Omitted
		Attachment A-2 – Transition Services
		Attachment A-3 – VRS Project Services
		Attachment A-4 – Supported Desktop Hardware and Supported Desktop Software
B		Service Levels and Service Level Credits
C		Charges
		Attachment C-1 – Resource Units
		Attachment C-2 – Annual Services Charge, Resource Baselines and ARC/RRC Rates
		Attachment C-3 – T&M Rates
		Attachment C-4 – Newco Retained Expenses
D		Form of Partial Termination and Assignment Agreement
E		Form of Customer Satisfaction Survey
F		Change Control Process
Schedules
2.4(b)		Newco Retained Functions
2.4(c)		Exclusive Services and Software
3.1(c)		Supported Affiliates and Franchisees/Licensees
3.4		Service Locations
5.4		Key Employees
6.1		Responsibility Allocation Matrices
6.2(a)		Supported Hardware Owned by Newco
6.2(b)		Supported Hardware Leased by Newco
6.4(a)		Third Party Systems Software
6.4(b)		Third Party Applications Software
6.6		Third Party Service Contracts
8.3		PSC Software and PSC Tools
8.7(b)		Newco Proprietary Information
8.11(b)		Embedded Software
10.8		Critical Services
10.9		Restricted Acquirers
10.10		Termination Assistance Services

MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT

This Master Information Technology Services Agreement (this “MSA”), dated July 16, 2003 (the “Agreement Date”), is between:  (i) Xxxxx Systems Corporation, a Delaware corporation (“Xxxxx Systems”) having its principal place of business at 0000 Xxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxx 00000; and (ii) Vanguard Car Rental USA Inc., a Delaware corporation, having its principal place of business at 000 Xxxxx Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 (“Newco”). This MSA is not effective until the occurrence of the Effective Date (defined below).

RECITALS

WHEREAS, CAR Acquisition Company LLC has entered into an Asset Purchase Agreement, dated as of June 12, 2003, as amended by the First Amendment to Asset Purchase Agreement dated as of June 30, 2003, (as so amended, the “APA”), with ANC Rental Corporation, a Delaware corporation and Debtor-in-Possession in case number 01-11200 (and others, jointly administered), pending in the United States Bankruptcy Court for the District of Delaware (“ANC Rental”) and certain subsidiaries of ANC Rental, including but not limited to National Car Rental System, Inc., a Delaware corporation (“National”), Alamo Rent-A-Car, LLC, a Delaware limited liability company (“Alamo”), and ANC Information Technology, L.P., a Delaware limited partnership (“ANC”; ANC Rental, National, Alamo, ANC and such other subsidiaries are collectively referred to as “Debtors”), pursuant to which CAR Acquisition Company LLC intends, directly or through wholly-owned Affiliates, including Newco, to acquire (the “Acquisition”) certain Acquired Assets (defined below) and assume certain liabilities of Debtors relating to their ownership and operation of car rental businesses and licensing of the right to operate car rental businesses mainly throughout the United States, Canada and Europe (the “Business”);

WHEREAS, Xxxxx Systems has been providing to Debtors certain information technology services in connection with the Business pursuant to that certain Master Services Agreement between Xxxxx Systems and ANC entered into effective as of September 30, 2000, including Work Orders #1 through #3 thereto entered into effective as of September 30, 2000 (collectively, the “ANC Agreement”);

WHEREAS, in that certain Services Agreement, dated as of September 30, 1997, between National and Xxxxx Systems (the “National Agreement”), National was granted (i) a perpetual, non-exclusive, non-transferable, fully-paid sublicense to copy, use, perform, distribute and make Derivative Works (defined below) from the automobile rental information system known as “GreenWay 1.0” which was developed and operated by Xxxxx Systems Europe Limited, a wholly-owned subsidiary of Xxxxx Systems, for Europcar International, S.A. (“Europcar”), and (ii) a perpetual, non-exclusive, non-transferable, fully-paid license to copy, use, perform, distribute and make Derivative Works from all Derivative Works, additions or enhancements to GreenWay 1.0 made by Xxxxx Systems under the National Agreement (the “GreenWay Modifications”; GreenWay 1.0, as modified by the GreenWay Modifications, is referred to as the “GreenWay System”), in each case for the internal use of National, its subsidiaries and its franchisees (such sublicense and license are collectively referred to as the “GreenWay License”);

WHEREAS, the GreenWay License (i) survived the termination of the National Agreement in accordance with the terms of the Termination Agreement, dated September 30, 2000, between Xxxxx Systems and National (the “National Termination Agreement”), and (ii) was extended in the ANC Agreement to apply to Derivative Works, additions or enhancements to the GreenWay System under the terms of Work Order #1 to the ANC Agreement (the “Odyssey Modifications”; the GreenWay System, as modified by the Odyssey Modifications, is the “Odyssey System,” and the GreenWay License, as extended by Work Order #1 to the ANC Agreement is the “Odyssey License”);

WHEREAS, Newco desires Xxxxx Systems, and Xxxxx Systems is willing, to provide to Newco the information technology services necessary to support the Business of Newco and its Affiliates and, incidentally, their Franchisees/Licensees upon consummation of the Acquisition;

WHEREAS, in connection with the Acquisition, on the Effective Date, ANC, ANC Rental National, Alamo, Newco and Xxxxx Systems will enter into the ANC Partial Termination and Assignment Agreement under which, inter alia, all of National’s and its Affiliates’ rights under the GreenWay License and the Odyssey License will be assigned to Newco;

WHEREAS, under the ANC Partial Termination and Assignment Agreement, Xxxxx Systems and Newco intend that the ANC Agreement terminate immediately prior to the Effective Date except that, despite the termination of the ANC Agreement, the Odyssey License shall survive, shall be assigned to Newco and shall be expanded hereunder, and that Newco shall have no liability to Xxxxx Systems or any of its Affiliates with respect to the ANC Agreement or the GreenWay License or the Odyssey License with respect to any period prior to the Effective Date; and

WHEREAS, Newco desires (i) to consolidate its information technology operations and systems and those of its Affiliates engaged in the Business, (ii) to modify the GreenWay License and the Odyssey License to expand them to cover Newco and all of Newco’s Affiliates and Franchisees/Licensees that are engaged in the Business from time to time, (iii) to enhance the Odyssey System to include certain functions and capabilities of the legacy automobile rental information system used by Alamo as of the Agreement Date (the “Legacy System”), (iv) to decommission the Legacy System, and (v) to outsource Newco’s and its Affiliates’ information technology services requirements to Xxxxx Systems, and Xxxxx Systems desires to provide such services and modifications hereunder;

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Certain Definitions   Capitalized terms used in this MSA have the meanings ascribed to such terms in the following sections of this Article 1 or in the sections of this MSA where such terms are defined. Terms, acronyms, and phrases utilized in the information

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technology services industry or other pertinent business context that are not otherwise defined in this MSA shall be interpreted in accordance with their generally understood meaning in such industry or business context.

1.2		“Account Manager” is defined in Section 2.5.
1.3		“Acquisition” is defined in the recitals.
1.4		“Acquired Assets” is defined in the APA.
1.5		“Additional Services” means services that are in addition to the Base Services.
1.6		“Additional Services Rates” means the hourly, daily and monthly rates for Additional Services that are set forth in Attachment C-3 to Exhibit C.
1.7		“Affiliate” means, with respect to a legal entity (the principal entity), another legal entity (the affiliate) that controls, is controlled by, or is under common control with, the principal entity, determined in accordance with the rules and regulations of the United States Securities and Exchange Commission.
1.8		“Agreement Date” is defined in the preamble.
1.9		“Alamo” is defined in the recitals.
1.10		“Alamo Domain Name” is defined in Section 8.12(a).
1.11		“Alamo Website” is defined in Section 8.12(b).
1.12		“ANC” is defined in the recitals.
1.13		“ANC Agreement” is defined in the recitals.
1.14		“ANC Rental” is defined in the recitals.
1.15		“ANC Partial Termination and Assignment Agreement” is defined in Section 2.2(c).
1.16		“Annual Services Charge” is defined in Exhibit C.
1.17		“APA” is defined in the recitals.
1.18		“Applications Software” means Third Party Applications Software and Newco Applications Software.
1.19		“Assigned Hardware” means Assigned Hardware (Leased) and Assigned Hardware (Owned).
1.20		“Assigned Hardware (Leased)” is defined in Section 6.2(b)(i).
1.21		“Assigned Hardware (Owned)” is defined in Section 6.2(a)(i).

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1.22		“Assigned Hardware Leases” is defined in Section 6.2(b)(i).
1.23		“Assigned Systems Software Licenses” is defined in Section 6.4(a)(i).
1.24		“Assigned Third Party Applications Software” means Third Party Applications Software that is assigned to Xxxxx Systems as provided in Section 6.4(b)(ii).
1.25		“Assigned Third Party Applications Software Licenses” is defined in Section 6.4(b)(ii).
1.26		“Assigned Third Party Service Contracts” is defined in Section 6.6(a).
1.27		“Base Services” means the Transition Services, Data Center Services, VRS Project Services (which include, without limitation, the development, testing and implementation of the Legacy Customizations), Core Applications Services (which include, without limitation, the development, testing and implementation of the Maintenance Modifications and Non-Legacy Customizations), Desktop Services, Disaster Recovery Services, General Services (which include, without limitation, Website Services, Procurement Services, Vendor Management and Hardware and Software Maintenance), Help Desk Services, LAN/WAN and Remote Network Monitoring Services, Security Services, Training, and Voice Communications Management Services.
1.28		“BLS” is defined in Section 7.7.
1.29		“Business” is defined in the recitals.
1.30		“Business Day” means every day Monday through Friday other than those holidays when Newco’s corporate headquarters is not open for business.
1.31		“Change” means a material alteration in or addition to the Base Services or any Additional Services hereunder made after commencement of such Base Services or Additional Services.
1.32		“Change Control Process” is defined in Exhibit F.
1.33		“Change Order” means a direction from Newco to Xxxxx Systems to effect a Change as described in Exhibit F.
1.34		“Confidential Information” is defined in Section 8.1(a).
1.35		“Content” is defined in Section 8.12(c).
1.36		“Contract Year” means a 12-month period ending on an anniversary of the Effective Date.
1.37		“Control” means with regard to any entity (i) the legal, beneficial, or equitable ownership, directly or indirectly, of more than fifty percent (50%) of a class of the capital stock (or other ownership interest, if such entity is not a corporation) of such entity ordinarily having voting rights to elect or appoint the Board of Directors (or similar

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		governing body if such entity is not a corporation) of such entity, or (ii) the power, directly or indirectly, to elect or appoint more than fifty percent (50%) of the Board of Directors (or similar governing body if such entity is not a corporation) of such entity, whether through ownership of voting securities, by contract, or otherwise, provided that with respect to an entity that is not the ultimate parent of a controlled group, Control of the entity shall be deemed to refer to Control of the ultimate parent.
1.38		“Core Applications Services” means the services described in Article 5 of Exhibit A.
1.39		“CPI” is defined in Section 7.7.
1.40		“Critical Services” is defined in Section 10.8(a).
1.41		“Damages” is defined in Section 12.1.
1.42		“Data Center Services” means the services described in Article 4 of Exhibit A.
1.43		“Days” or “days” means calendar days unless otherwise stated.
1.44		“Debtors” is defined in the recitals.
1.45		“Derivative Work” means a derivative work as that term is defined and used within the U.S. Copyright Act.
1.46		“Desktop Services” means the services described in Article 6 of Exhibit A.
1.47		“Developed Software” is defined in Section 8.11(a).
1.48		“Disabling Code” is defined in Section 11.2(e).
1.49		“Disaster Recovery Services” means the services described in Section 9.1 and in Article 8 of Exhibit A.
1.50		“ECI” is defined in Section 7.7.
1.51		“Effective Date” means (i) the date on which all of the conditions to each Party’s obligations under this MSA set forth in Sections 2.2 and 2.3 are satisfied, or (ii) such other date as the Parties mutually agree.
1.52		“Embedded Software” is defined in Section 8.11(b).
1.53		“End-User” is defined in Article 1 of Exhibit A.
1.54		“Europcar” is defined in the recitals.
1.55		“European and Asian Affiliates” is defined in Section 3.13(a).
1.56		“Extension Period” is defined in Section 10.2.

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1.57		“Extraordinary Event” is defined in Section 7.12.
1.58		“Force Majeure” is defined in Section 13.5.
1.59		“Franchisees/Licensees” is defined in Section 3.1(c).
1.60		“General Services” means the services described in Article 2 of Exhibit A.
1.61		“GreenWay 1.0” means the automobile rental management information system originally developed and operated by Xxxxx Systems Europe Ltd. for Europcar, including the related documentation for and interfaces to such system.
1.62		“GreenWay License” is defined in the recitals.
1.63		“GreenWay Modifications” is defined in the recitals.
1.64		“GreenWay System” is defined in the recitals.
1.65		“Hardware” means computers, machines, peripherals and other equipment.
1.66		“Hardware and Software Maintenance” means the hardware and software maintenance services described in Section 2.7 of Exhibit A.
1.67		“Help Desk Services” means the services described in Article 3 of Exhibit A.
1.68		“Initial Term” is defined in Section 10.1.
1.69		“Intellectual Property Rights” is defined in Section 8.4(a).
1.70		“Key Employees” is defined in Section 5.4.
1.71		“LAN/WAN and Remote Network Monitoring Services” means the services described in Article 7 of Exhibit A.
1.72		“Legacy Customizations” means Derivative Works, additions and enhancements to the Odyssey System made in connection with the VRS Project under this MSA to add functionality to the Odyssey System taken from, or similar to, functionality of the Legacy System, as such additions and enhancements are further described in Attachment A-3 of Exhibit A.
1.73		“Legacy System” is defined in the recitals.
1.74		“Maintenance Modifications” means generic error correction, performance enhancement and other modifications made to the Odyssey System generally for the customers of Xxxxx Systems (including Newco) in connection with regular maintenance of the Odyssey System (expressly excluding modifications and enhancements made as part of the VRS Project Services and specific features and functions described in a Change Order).
1.75		“Major Project” is defined in Section 2.4(b)(v).

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1.76		“Managed Asset” is defined in Section 6.1.
1.77		“Managed Contracts” is defined in Section 6.1.
1.78		“MSA” means (i) this Master Information Technology Services Agreement and the attached Attachments, Exhibits and Schedules, and (ii) any Change Orders and the Attachments, Exhibits and Schedules attached to the Change Orders.
1.79		“National” is defined in the recitals.
1.80		“National Agreement” is defined in the recitals.
1.81		“National Domain Name” is defined in Section 8.12(d).
1.82		“National Termination Agreement” is defined in the recitals.
1.83		“National Website” is defined in Section 8.12(e).
1.84		“New Representative” is defined in Section 15.2(b).
1.85		“Newco” is defined in the preamble.
1.86		“Newco Applications Software” is defined in Section 6.4(b)(iii).
1.87		“Newco Data” is defined in Section 8.8.
1.88		“Newco Personnel” means employees and subcontractors of any tier of Newco or any Affiliate or subcontractor of Newco (other than PSC Personnel).
1.89		“Newco Retained Functions” means the information technology services and functions described in Schedule 2.4(b).
1.90		“Newco Service Location” means a Service Location owned or leased by Newco.
1.91		“Non-Legacy Customizations” means Derivative Works, additions and enhancements to the Odyssey System made under this MSA pursuant to a Change Order.
1.92		“Notice of Election” is defined in Section 12.4(a).
1.93		“Notice Period” has the meanings set forth in Section 10.4.
1.94		“Odyssey License” is defined in the recitals.
1.95		“Odyssey Modifications” is defined in the recitals.
1.96		“Odyssey System” is defined in the recitals.
1.97		“Operations Procedures Manual” is defined in Section 2.2 of Exhibit A.

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1.98		“Parties” means Xxxxx Systems and Newco.
1.99		“Pass-Through Expenses” means out-of-pocket expenses (i) described in Attachment C-4 to Exhibit C, or (ii) paid to third parties by Xxxxx Systems on behalf of Newco or the Supported Affiliates as an administrative convenience at Newco’s request (e.g., any Retained Expenses that are paid by Xxxxx Systems at Newco’s request) that are to be reimbursed by Newco, without a xxxx-up, as provided in Section 7.5(a).
1.100		“Xxxxx Systems” is defined in the preamble.
1.101		“Xxxxx Systems Data Center” means a data center owned or leased and operated by Xxxxx Systems where the Services are being primarily performed, including the data centers located at 0000 Xxx Xxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 and 0000 Xxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxx 00000.
1.102		“Xxxxx Systems Service Location” means a Service Location owned or leased and operated by Xxxxx Systems.
1.103		“Personal Information” is defined in Section 8.10.
1.104		“Procurement Services” means the procurement services described in Section 2.7 of Exhibit A.
1.105		“PSC Personnel” means employees and Subcontractors of any tier of Xxxxx Systems or any Affiliate or Subcontractor of Xxxxx Systems.
1.106		“PSC Software” is defined in Section 8.3.
1.107		“PSC Tools” is defined in Section 8.3.
1.108		“Remote Support Site” means the locations listed in Schedule 3.4 where Supported Hardware is located or Services are to be provided, which are supported by PSC Personnel who are not based at such locations.
1.109		“Required Consents is defined in Section 5.5.
1.110		“Retained Expenses” means the costs and expenses identified in Attachment C-4 to Exhibit C.
1.111		“Retained Hardware” means the Retained Hardware (Leased) and the Retained Hardware (Owned).
1.112		“Retained Hardware (Leased)” is defined in Section 6.2(b)(ii).
1.113		“Retained Hardware (Owned)” is defined in Section 6.2(a)(ii).
1.114		“Retained Hardware Leases” is defined in Section 6.2(b)(ii).
1.115		“Retained Systems Software Licenses” is defined in Section 6.4(a)(ii).

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1.116		“Retained Third Party Applications Software” means Third Party Applications Software retained by Newco as provided in Section 6.4(b)(i).
1.117		“Retained Third Party Applications Software Licenses” is defined in Section 6.4(b)(i).
1.118		“Retained Third Party Service Contracts” is defined in Section 6.6(b).
1.119		“Security Services” means the services described in Article 9 of Exhibit A.
1.120		“Services” means the Base Services and the Additional Services.
1.121		“Service Levels” means the levels of performance for Xxxxx Systems to provide the Services, which are set forth in Exhibit B.
1.122		“Service Level Credits” means credits issued by Xxxxx Systems for failing to meet the Service Levels as described in Section 7.3 and Exhibit B.
1.123		“Service Locations” is defined in Section 3.4.
1.124		“Side Letter” is defined in Section 5.3.
1.125		“Software” means one or more computer programs, in source or object code versions, together with any and all documentation related thereto.
1.126		“Subcontractor” is defined in Section 3.10.
1.127		“Supported Affiliates” is defined in Section 3.1(c).
1.128		“Supported Managed Asset” means any item of Supported Hardware or Supported Software or a Managed Contract.
1.129		“Supported Hardware” is defined in Section 6.1 and comprises Assigned Hardware and Retained Hardware, and includes, without limitation, the Supported Desktop Hardware (as defined in Exhibit A).
1.130		“Supported Hardware (Leased)” is defined in Section 6.2 and comprises Assigned Hardware (Leased) and Retained Hardware (Leased).
1.131		“Supported Hardware (Owned)” is defined in Section 6.2 and comprises Assigned Hardware (Owned) and Retained Hardware (Owned).
1.132		“Supported Software” is defined in Section 6.1, and includes, without limitation, the Supported Desktop Software (as defined in Exhibit A).
1.133		“Supported Sites” means the locations listed in Schedule 3.4 where Supported Hardware is located or Services are to be provided, which are supported by PSC Personnel who are based at such locations.

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1.134		“Supported System “ means Supported Hardware and the Supported Software operated thereon.
1.135		“Systems Software” means those programs and programming (including the supporting documentation, media, on-line help facilities, and tutorials) that perform (i) tasks basic to the functioning of the Hardware and which are required to operate the Applications Software; or (ii) tasks, other than as performed by Applications Software, otherwise supporting the provision of the Services by Xxxxx Systems. Systems Software includes mainframe and mid-range operating systems, server operating systems, network operating systems, systems utilities (including measuring and monitoring tools), data security software, middleware, database management systems, database management software, and development tools (other than development tools specific to a particular item of Applications Software which is provided by the licensor of such Applications Software).
1.136		“Technology Plan” is defined in Section 3.6.
1.137		“Term” has the meaning given in Section 10.1.
1.138		“Termination Assistance Period” is defined in Section 10.10(a).
1.139		“Termination Assistance Services” is defined in Section 10.10(a).
1.140		“Third Party Applications Software” means Assigned Third Party Applications Software and Retained Third Party Applications Software.
1.141		“Third Party Applications Software Licenses” means Assigned Third Party Applications Software Licenses and Retained Third Party Applications Software Licenses.
1.142		“Third Party Service Contracts” means Assigned Third Party Service Contracts and Retained Third Party Service Contracts.
1.143		“Third Party Systems Software” means System Software licensed to Newco and its Affiliates by a third party other than Xxxxx Systems and PSC Personnel.
1.144		“Third Party Vendors” means information technology vendors and suppliers, other than Xxxxx Systems and PSC Personnel, who provide goods or services to Newco, any of its Affiliates or any of the Franchisees/Licensees.
1.145		“Tools License” is defined in Section 10.11.
1.146		“Trademarks” shall have the meaning set forth in Section 8.5.
1.147		“Training” means the services described in Section 3.7 and Exhibit A.
1.148		“Transition Period” means the 90-day period commencing on the Effective Date.
1.149		“Transition Services” means the services described in Attachment A-2 of Exhibit A.

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1.150		“Transitioned Applications” means the software applications listed in Annex A-2-1 to Attachment A-2 to Exhibit A.
1.151		“Transitioned Employees” is defined in Section 5.3.
1.152		“Vehicle Rental System” or “VRS” means the Odyssey System, as modified by the VRS Modifications.
1.153		“Vendor Management” means the services described in Section 2.6 of Exhibit A.
1.154		“Virus” is defined in Section 11.4.
1.155		“Voice Communications Management Services” means the services described in Article 10 of Exhibit A.
1.156		“VRS Modifications” means the Derivative Works, additions and enhancements to the Odyssey System made in accordance with this MSA, and including without limitation the Legacy Customizations, the Non-Legacy Customizations and Maintenance Modifications.
1.157		“VRS Project Services” means (i) the Services described in Attachment A-3 of Exhibit A relating to the development, testing, and delivery of the Legacy Customizations, including all interfaces necessary to ensure an integrated applications environment that supports the automobile rental and maintenance operations of the parts of Newco’s Business known prior to the Effective Date as “Alamo” and “National”; (ii) the Services necessary for the conversion of associated data from the Legacy System to the VRS; (iii) the Services necessary for the implementation and rollout of the VRS to the Supported Sites, including the Legacy Customizations; and (iv) the Services necessary for the decommissioning of the Legacy System.
1.158		“Website Services” means the web site services described in Section 2.7 of Exhibit A.

ARTICLE 2

GENERAL PROVISIONS AND OBLIGATIONS

2.1 Overview of Agreement   This MSA sets forth the terms under which Xxxxx Systems will provide to Newco and its Affiliates and Franchisees/Licensees the information technology and related services identified in this MSA as Base Services and, if requested by Newco, will provide additional information technology or other services identified in this MSA as Additional Services. Among the reasons that the Parties are entering into this MSA are a desire (i) to control and, where reasonably practical, reduce Newco’s information technology costs, (ii) to modify the Odyssey License to expand it to cover Newco and all of Newco’s Affiliates and Franchisees/Licensees that are engaged in the Business from time to time, (iii) to enhance the Odyssey System to support all the automobile rental and maintenance operations of the Business, including, without limitation, the portion of the Business operated under the “Alamo” trademark, and to migrate, as soon as reasonably practicable, such part of Newco’s Business’ information technology operations from the Legacy System to VRS, and (iv) to assure that the

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information technology systems of Newco and its Supported Affiliates are managed in a manner that is responsive to the current and future needs of Newco, its Supported Affiliates and, to the extent of their interaction with the Supported Systems, its Franchisees/Licensees.

2.2 Conditions to Obligations of Newco   The obligations of Newco under this MSA shall be subject to the fulfillment, to the reasonable satisfaction of Newco, unless waived by Newco on or before the Effective Date, of each of the following conditions precedent:

(a) Closing of the Acquisition.

(i) The closing of the purchase by Newco and its Affiliates of the Acquired Assets as contemplated by the APA; and

(ii) National’s assignment of the Odyssey License to Newco and the consent of Xxxxx Systems thereto in connection with the closing of the Acquisition under the APA pursuant to a partial termination and assignment agreement effective as of the Effective Date in the form of Exhibit D (the “ANC Partial Termination and Assignment Agreement”).

(b) Waiver. Xxxxx Systems and its Affiliates shall have waived, and as of the Effective Date, hereby do waive, any and all claims and rights any of them may have against Newco and any of its Affiliates and ANC or any of its Affiliates with respect to the ANC Agreement in connection with periods on or before the Effective Date, including the cost of curing any defaults or breaches under any agreement or understanding between Xxxxx Systems or any of its Affiliates, on the one hand, and ANC Rental or any of its Affiliates, on the other hand, including without limitation, the ANC Agreement, provided that such waiver shall not be construed as, or deemed to be, a waiver of any such claims or rights Xxxxx Systems or its Affiliates may have against ANC or any of its Affiliates (except with respect to any cure costs, which, to the extent payable by Newco, are hereby waived), including but not limited to (i) Xxxxx Systems’ claims of $8,858,762.05, each filed on January 13, 2003, in the estates of ANC Rental, Alamo, National and ANC under 11 U.S.C. Section 502(a) and (b), (ii) any claims deemed to be arising from the Debtors’ rejection of the ANC Agreement, 11 U.S.C. Section 502(g)), and (iii) any claim Xxxxx Systems currently has, or will have, under 11 U.S.C. Section 503(a) and (b) for services performed for any of the Debtors under the ANC Agreement, provided further, however, that Xxxxx Systems hereby agrees that it will only assert the claims described in clauses (i) and (ii) as general unsecured claims and not as administrative expense priority claims or any other type of priority claims in Debtor’s bankruptcy cases.

(c) Termination of the ANC Agreement.

(i) The execution and delivery by Xxxxx Systems of the ANC Partial Termination and Assignment Agreement providing for the partial termination of the ANC Agreement, including but not limited to all Work

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Orders and Change Orders (as such terms are defined in the ANC Agreement) thereunder, without cause or further obligations on the part of either Party, and the survival and assignment of the Odyssey License and the GreenWay License as provided therein; and

(ii) The entry of a Final Order (as defined in the APA); provided, however, that in the event that the Purchaser (as defined in the APA) waives, with Xxxxx Systems’ prior consent, the closing condition under Section 6.2(c) of the APA, then the order shall be deemed to be a “Final Order” for the purposes of this MSA, such Final Order approving the partial termination of the ANC Agreement and execution and performance of the ANC Partial Termination and Assignment Agreement.

2.3 Conditions to Obligations of Xxxxx Systems   The obligations of Xxxxx Systems under this MSA shall be subject to the fulfillment, to the reasonable satisfaction of Xxxxx Systems, unless waived by Xxxxx Systems on or before the Effective Date, of each of the following conditions precedent:

(a) Closing of the Acquisition.

(i) The closing of the purchase by Newco and its Affiliates of the Acquired Assets as contemplated by the APA; and

(ii) National’s assignment of the Odyssey License to Newco under the ANC Partial Termination and Assignment Agreement.

(b) Termination of the ANC Agreement.

(i) The execution and delivery by ANC Rental, ANC, National, Alamo, and Newco of the ANC Partial Termination and Assignment Agreement providing for the partial termination of the ANC Agreement, including but not limited to all Work Orders and Change Orders (as such terms are defined in the ANC Agreement) thereunder, without cause or further obligation on the part of either Party effective as of the Effective Date, and the survival and assignment of the Odyssey License; and

(ii) The entry of a Final Order by the United States Bankruptcy Court:

(A) Approving the partial termination of the ANC Agreement and ANC Rental’s, ANC’s, National’s and Alamo’s execution and performance of the ANC Partial Termination and Assignment Agreement;

(B) Providing that all payments made to Xxxxx Systems under the ANC Agreement through the Effective Date shall have administrative expense priority under 11 U.S.C. Section 503(b);

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(C) Releasing Xxxxx Systems from any and all causes of action Debtors may have under 11 U.S.C. Section 550; and

(D) Setting a deadline to file amended claims, if any, occasioned by the execution of the ANC Partial Termination and Assignment Agreement.

2.4 Exclusivity 

(a) Applicable to Newco. Except as provided in Section 2.4(b), (i) Xxxxx Systems shall be the exclusive provider of the Base Services to Newco and its Affiliates, including the migration to and subsequent operation of the VRS and the decommissioning of the Legacy System, and (ii) upon completion of such migration and decommissioning in accordance with the VRS Project Plan, the VRS shall be the primary technology platform used by Newco and its Supported Affiliates for vehicle rental and maintenance operations processing.

(b) Exceptions. Notwithstanding Section 2.4(a), Newco may engage third parties or use internal resources to obtain the following information technology services:

(i) Newco Retained Functions;

(ii) services necessary to measure Xxxxx Systems’ performance of the Services;

(iii) services that are necessary to support any Newco Affiliate, Franchisee/Licensee or customer thereof that is not supported for any reason under this MSA;

(iv) services necessary to create reports from Newco’s business intelligence report writer software and to perform database inquiries requested by Newco, a Supported Affiliate, or a Franchisee/Licensee that, on and after Effective Date are being performed by business analysts employed or engaged by ANC Rental or its Affiliates, provided that after the Effective Date the applicable Newco Personnel (A) create such reports and perform such inquiries in accordance with the Operations Procedures Manual, and (B) remain responsible for running, supporting and maintaining such reports and inquiries in accordance with the Operations Procedures Manual;

(v) Additional Services for Major Projects required by Newco or its Supported Affiliates, provided that Xxxxx Systems has submitted a bid on such Major Project and Newco or the applicable Affiliate has rejected Xxxxx Systems’ bid after considering the bid in good faith. In the event that Newco or any Supported Affiliate awards such bid to a third party other than Xxxxx Systems, Newco will notify Xxxxx Systems as to whether its bid was unsuccessful due to price, schedule or competency. For purposes of this MSA, a “Major Project” is any single information technology project, or series of related information technology projects, for which

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Newco or the applicable Affiliate will pay more than $250,000 in service fees, in the aggregate, to complete; provided however, that, for the avoidance of doubt, the classification of one or more services or projects as a Major Project shall not be relevant to the classification of any services as Additional Services as opposed to Base Services hereunder;

(vi) any services Xxxxx Systems has declined to provide for any reason;

(vii) any services with respect to which Newco exercises a right under this MSA to terminate in connection with Xxxxx Systems’ breach or default of a related performance obligation; and

(viii) any services provided by a Third Party Vendor under any Retained Systems Software License, Retained Third Party Applications Software License or Retained Third Party Service Contracts.

(c) Applicable to Xxxxx Systems. To the extent that Xxxxx Systems shall provide any services or software to any competitor in the Business of Newco:

(i) Xxxxx Systems will maintain separation between its employees and Subcontractors that provide Services hereunder and those that provide services or software to such competitor (except to the extent that such employees and Subcontractors provide Services generally to all or most of Xxxxx Systems’ outsourcing customers in a shared services environment such as in a help desk or data center environment);

(ii) Xxxxx Systems shall not provide or allow access to any Confidential Information regarding Newco or its Affiliates, Franchisees/Licensees or customers to any such competitor; and

(iii) Xxxxx Systems shall not provide to any such competitor any aspect of the Base Services, Additional Services or software that (A) the Parties identify in Schedule 2.4(c) as being provided or intended to be provided to Newco hereunder on an exclusive basis, or (B) are owned by Newco (e.g., Retained Hardware (Owned)) or licensed on an exclusive basis to Newco, including without limitation the Legacy System, the Legacy Customizations and the Non-Legacy Customizations; in each case without the prior written consent of Newco.

2.5 Account Manager   Each Party will designate an individual to serve as its “Account Manager” under this MSA. Each Party’s Account Manager will (i) serve as the principal point of accountability for coordinating and managing that Party’s obligations under this MSA, and (ii) be authorized to act for and on behalf of that Party with respect to all matters relating to this MSA, subject to the limitations set forth in this MSA and any other limitations of which the other Party is notified and to which it agrees in writing, which agreement will not be unreasonably withheld.

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2.6 Conduct of Personnel   While at the other Party’s facility, Newco Personnel or PSC Personnel, as applicable, will conduct themselves in a businesslike manner and will comply with the other Party’s reasonable requests and generally applicable rules and regulations, including all safety and security rules and regulations of which that Party has been notified. Newco may cause Xxxxx Systems to reassign, replace or remove any individual performing services under this MSA where the performance of such individual is such that it may, in Newco’s reasonable opinion, subject Newco to liability or violate any such Newco policy. In addition, Newco may, on giving notice to Xxxxx Systems’ Account Manager, require the immediate removal of any PSC Personnel, who in Newco’s reasonable opinion, have violated any safety or security rules or regulations of Newco, violated any laws or regulations, or breached any of the confidentiality provisions of this MSA. However, Newco may not request the reassignment, replacement, or removal of any individual for reasons that would be improper under applicable law if Newco were the individual’s employer. Xxxxx Systems will promptly replace any individual reassigned, replaced, or removed at Newco’s request.

ARTICLE 3

DESCRIPTION OF SERVICES AND SERVICE LEVELS

3.1 Provision of Services 

(a) General. Commencing on the Effective Date and continuing throughout the Term, Xxxxx Systems shall provide the following services and functions and assume the following responsibilities, as they may evolve during the Term and as they may be supplemented, enhanced, modified, or replaced in accordance with the terms of this MSA:

(i) the services, functions, and responsibilities specifically described in Exhibit A;

(ii) any services, functions, or responsibilities that are not specifically described in this MSA or Exhibit A, but which are required for the proper performance and delivery of the services, functions, and responsibilities that are specifically described in this MSA or Exhibit A, including without limitation any services, functions or responsibilities that are reasonably:  (A) required for the proper operation of the Supported Systems and services for which Xxxxx Systems assumes operational or management responsibility; or (B) required sub-tasks for the proper performance and provision of the services, functions and responsibilities described in this MSA, which services shall be deemed to be implied by and included within the scope of the Base Services to be provided by Xxxxx Systems to the same extent and in the same manner as if specifically described in the definition thereof; provided, however, that, notwithstanding the foregoing, services, functions or responsibilities that are specifically excluded from the scope of Base Services under this MSA shall not be deemed to be within the scope of the Base Services; and

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(iii) any services, functions, or responsibilities that are Additional Services.

(b) Services Evolution. Except as expressly provided herein, Xxxxx Systems shall cause the Services to evolve and to be modified, enhanced, supplemented, and replaced as necessary for the Services to keep pace with technological advances and advances in the methods of delivering services, where such advances are at the time pertinent and in general use within the information technology industry or among Newco’s competitors and do not materially increase Xxxxx Systems’ cost of providing the Services above the costs reasonably anticipated to be incurred by Xxxxx Systems under this MSA. As an example, such evolution shall include addition of functionality by Xxxxx Systems (using the PSC Personnel assigned to the Applications Development Pool) as this is made possible with new Supported Hardware and Supported Software acquired by Xxxxx Systems during the Term. Adjustments in Services in accordance with this Section 3.1(b) shall be deemed to be included within the scope of the Base Services to the same extent and in the same manner as if expressly described in the definition thereof.

(c) Supported Affiliates and Franchisees/Licensees. Xxxxx Systems shall provide the Services to Newco to support the operations of Newco, those Affiliates of Newco identified in Schedule 3.1(c), Part A (“Supported Affiliates”), and those franchisees or licensees of Newco or the Supported Affiliates identified in Schedule 3.1(c), Part B (“Franchisees/Licensees”). Newco may add additional Supported Affiliates and Franchisees/Licensees to Schedule 3.1(c) from time to time during the Term through the Change Control Process. Newco shall cause each of the Supported Affiliates, and shall enter into an agreement with each Franchisee/Licensee that binds each Franchisee/Licensee, to comply with the terms and conditions of this MSA applicable to such entity. In the event that Newco is unable to cause any Supported Affiliate or Franchisee/Licensee to comply with any applicable term or condition of this MSA applicable to such entity, then Xxxxx Systems shall be relieved of its applicable obligations under this MSA or the applicable Change Order, but only to the extent that it is unable to perform Services as a result of the failure of the Supported Affiliate or the Franchisees/Licensees to comply with such term or condition. Notwithstanding the fact that the Supported Affiliates and the Franchisees/Licensees may benefit from the Services and Xxxxx Systems’ other obligations under this MSA, all Services shall be deemed to be provided to Newco or its designated Affiliate hereunder and neither any Affiliate, any Franchisee/License, nor any other person or entity shall be deemed to be a third-party beneficiary with the right to enforce any part of this MSA or to seek damages of any kind from Xxxxx Systems.

3.2 Variable Services   The Base Services, in whole or in part, may be variable in volume throughout the course of this MSA. Xxxxx Systems shall, subject to Exhibit C, increase or decrease the amount of the Base Services provided pursuant to this MSA according to Newco’s demand or requests for the Base Services over or under the applicable baseline(s) for such Base Services established in Exhibit C. Variations as contemplated under this Section shall be provided for in the pricing mechanisms set forth in this MSA.

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Xxxxx Systems shall not be entitled to receive an adjustment to the rates and charges based on such variations except as set forth in this MSA.

3.3 Post-Effective Date Adjustments   The Parties acknowledge that certain items that would constitute Supported Hardware, Supported Software or a Managed Contract, existing as of the Effective Date, may have been inadvertently omitted from, included or mischaracterized under this MSA. Accordingly, the Parties agree that to the extent any such omitted, included or mischaracterized Supported Hardware, Supported Software or Managed Contract is discovered, the Parties shall negotiate in good faith to amend the relevant Attachment, Schedule or Exhibit as appropriate promptly after such discovery. With respect to any such omitted Supported Hardware, Supported Software or Managed Contract, if the charges payable to any applicable third party in connection therewith or any other associated costs were not included in the financial assumptions underlying the calculation of the Annual Services Charge then Newco shall be financially responsible for such charges and costs. If, however, such charges and costs were included in the financial assumptions underlying the calculation of the Annual Services Charges hereunder, then Xxxxx Systems shall have financial responsibility for such charges and costs without any corresponding increase in the Annual Services Charges.

3.4 Service Locations   The Services shall be provided from the Supported Sites and the Remote Support Sites identified in Schedule 3.4 and in any applicable Change Order (the “Service Locations”). Xxxxx Systems shall not provide services to a third party from a Service Location owned or leased by Newco without Newco’s prior written consent. Newco shall be permitted access, with at least ten (10) days notice in writing or less as mutually agreed by the parties, to any Xxxxx Systems Service Location subject to any reasonable security provisions in effect at the time of such access. As applicable, Newco shall use its reasonable efforts to notify Xxxxx Systems in a timely manner of any plans or determination to relocate a Newco Service Location so that Xxxxx Systems shall have a reasonable amount of time to prepare for and implement such change or relocation to the extent it impacts Xxxxx Systems. Xxxxx Systems shall use the Newco Service Locations in an efficient manner that is coordinated and does not interfere unreasonably with Newco’s operations. Xxxxx Systems shall be responsible for any damage to the Newco Service Locations and to any systems located therein as a result of Xxxxx Systems’ negligence or misconduct and for any injuries suffered by any person as a result.

3.5 Overview of Services 

(a) Transition Services. As part of the Base Services, Xxxxx Systems shall perform such tasks and deliver such deliverables described in Attachment A-2 to Exhibit A as the Transition Services that are not completed prior to the Effective Date.

(b) General Services. As part of the Base Services, Xxxxx Systems shall provide the services described as General Services in Article 1 to Exhibit A.

(c) Data Center Services. As part of the Base Services, Xxxxx Systems shall provide the services described as Data Center Services in Article 4 to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

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(d) LAN/WAN Network and Remote Network Monitoring Services. As part of the Base Services, Xxxxx Systems shall provide the services described as LAN/WAN Network and Remote Monitoring Services in Article 7  to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

(e) Desktop Services. As part of the Base Services, Xxxxx Systems shall provide the services described as Desktop Services in Article 6 to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

(f) Help Desk Services. As part of the Base Services, Xxxxx Systems shall provide the services described as Help Desk Services in Article 3 to Exhibit A. The Help Desk Services will be performed courteously and in accordance with the Operations Procedures Manual and this MSA to assist End-Users in determining, tracking, and resolving problems and questions.

(g) Core Application Services. As part of the Base Services, Xxxxx Systems shall provide the services described as Core Applications Services in Article 5 of Exhibit A in accordance with the Operations Procedures Manual and this MSA. The Core Applications Services include application development, application maintenance and application testing services.

(h) Security Services. As part of the Base Services, Xxxxx Systems shall provide the services described as Security Services in Article 9 to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

(i) Disaster Recovery Services. As part of the Base Services, Xxxxx Systems shall provide the services described as Disaster Recovery Services in Section 9.1(b) of this MSA and Article 8 to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

(j) Voice Communications Management Services. As part of the Base Services, Xxxxx Systems shall provide the services described as Voice Communications Management Services in Article 10 to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

(k) VRS Project Services. As part of the Base Services, Xxxxx Systems shall provide the VRS Project Services described in Attachment A-3 of Exhibit A. Until the completion of the VRS Project Services and as a part of the Base Services, Xxxxx Systems will provide all of the other Base Services for the Legacy System.

3.6 Annual Technology Plan   Xxxxx Systems and Newco shall jointly prepare Newco’s annual technology plan in accordance with the provisions of this Section 3.6 (the “Technology Plan”). The Parties shall mutually agree on an appropriate allocation of responsibility for drafting the various sections of the Technology Plan. The Technology Plan shall address the information technology requirements of Newco and it will be among the principal means for Newco to assess its investment in information technology services and to address changing technology needs as its business needs change. Each Technology Plan after the first shall review and assess the immediately preceding

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Technology Plan. The Technology Plan shall include a three-year plan and annual implementation plans, consisting of:  specific guidance as to the information services requirements described in this Section 3.6, projects and plans for the upcoming year, including details on operations, maintenance backlog and development activities, estimated cost of implementation of the projects and plans, the impact implementation would have on Newco’s ongoing information technology services costs including, charges under this MSA, and cost/benefit analyses of the projects and plans. A Technology Plan shall be prepared for each year of this MSA within thirty (30) calendar days prior to the end of each calendar year, beginning with a Technology Plan for the year 2004. In addition, Xxxxx Systems agrees to meet with Newco at least once during every three (3) month period during the Term to inform Newco of new information processing technology Xxxxx Systems is developing or information processing trends and directions Xxxxx Systems is otherwise aware of that may relate to Newco’s Business.

(a) Three-Year Plan. The Technology Plan shall include a comprehensive assessment and strategic analysis of Newco’s then-current information technology systems and services for the next three (3) years, including an assessment of the appropriate direction for such systems and services, in light of Newco’s business priorities and strategies and competitive market forces (to the extent necessary information about the Business is provided by Newco to Xxxxx Systems). The plan shall include a specific identification of proposed strategies for taking advantage of advancements in technology (including software and hardware strategies), a cost projection, a cost/benefit analysis of any proposed changes, a description of any changes or any upgrades to Newco’s then-current information systems environment that would be required to implement proposed changes, a description of the types of personnel skills and abilities needed to respond to any recommended changes or upgrades in technology, a general plan and a projected time schedule for developing and achieving the recommended elements, an estimate of the financial impact implementing such proposed strategies would have on Newco’s ongoing information technology services costs, and a discussion of opportunities to exploit industry trends and potential performance improvement opportunities, and to reduce costs and expenses under this MSA.

(b) Drafting and Review. Xxxxx Systems shall submit to Newco a draft of the sections of each Technology Plan, for Newco’s review and written approval, which draft shall have been developed with input from key users of the Services from Newco. Newco recognizes that Xxxxx Systems may require a significant amount of business input from Newco throughout the technology planning process and will provide Xxxxx Systems with such input and other support as Xxxxx Systems may reasonably require to meet its obligations for the Technology Plan.

(c) Modifications. Newco and Xxxxx Systems shall work to revise the Technology Plan from time to time as reasonably requested by Newco.

(d) Implementation of Technology Updates. At the request of Newco, Xxxxx Systems shall implement any or all of the suggested changes, additions and upgrades described in each of the Technology Plans through the Change Control Process.

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3.7 Training 

(a) Xxxxx Systems shall develop appropriate training materials for, and provide appropriate training with respect to the use of the Services (and any modifications and additions thereto as they are introduced) to, Newco’s training staff (or lead users) in connection with (i) administering or ordering the Services; (ii) training End-Users of the Services; or (iii) reporting and managing interruptions, delays or other troubles. Newco’s training staff shall train the remainder of the Newco Personnel, and the curriculum and training materials distributed to such Personnel shall be subject to Newco’s prior approval, which approval shall not be unreasonably withheld. Xxxxx Systems shall cooperate with Newco in the training of PSC Personnel on Newco’s systems and practices so that Xxxxx Systems can properly and efficiently provide the Services in accordance with the terms of this MSA.

(b) Training for all Newco Personnel described in Subsection 3.7(a) shall be provided at Supported Sites agreed to by the Parties, which Newco shall make available for this purpose. Newco shall make the Newco Personnel reasonably available to receive such training. Xxxxx Systems shall conduct and complete such training for Newco Personnel assigned to any site between five (5) and twenty (20) Business Days prior to the first availability of a significant component of the applicable Services at that Supported Site unless the Parties agree otherwise. Xxxxx Systems shall provide retraining upon Newco’s reasonable request, and as needed to accommodate turnover among Newco’s Personnel. Xxxxx Systems shall update training materials as the Services change.

(c) Xxxxx Systems shall develop, distribute, and update templates for handouts and desktop aids for Services End-Users as reasonably necessary for such users to efficiently use the Services.

3.8 Xxxxx Systems Licenses and Permits; Export   Xxxxx Systems shall obtain, and has responsibility for complying with, all licenses, consents, approvals, permits, and authorizations required by laws and regulations applicable to it as an information technology services provider, which are legally required to be obtained in order to perform the Services, including any permissions necessary or appropriate under U.S. export control laws, and with respect to any Services that will be performed offshore from locations outside the U.S. and any movement or transmission of data, information or any other materials subject to export control laws. As part of the Services, Xxxxx Systems shall be responsible for, and shall coordinate and oversee, compliance with any and all such licenses, consents, approvals, permits, and authorizations and Newco shall reasonably cooperate with and assist Xxxxx Systems in obtaining same. However, Xxxxx Systems shall have no obligation to identify or interpret for Newco any laws or regulations affecting the Services that do not generally apply to Xxxxx Systems’ internal business operations. If Xxxxx Systems determines that any change in the Services or the way in which Xxxxx Systems performs the Services is necessary to comply with any law or regulation affecting Xxxxx Systems’ internal operations, Xxxxx Systems shall notify

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Newco of such change, and such change may be made subject to the Change Control Process.

3.9 No Adverse Changes to the Services   Except as may be necessary on an emergency basis to maintain the continuity of the Services, Xxxxx Systems shall not, without Newco’s prior written consent, modify:  (a) the composition of the Services; or (b) the manner in which the Services are to be provided or delivered pursuant to this MSA if such modification would have a material adverse effect on the business of Newco.

3.10 Subcontractors   Xxxxx Systems shall have the right to subcontract all or any part of the Services to any of its Affiliates and to any other person or entity (each, a “Subcontractor”), including Affiliates and other persons or entities whose principal place of business is outside the United States, without Newco’s consent, except that Xxxxx Systems shall not subcontract any part of the Services to any Affiliate, person or entity who is a competitor of Newco in the Business without Newco’s prior consent, which may be withheld by Newco in its sole discretion. Xxxxx Systems’ Account Manager will give Newco’s Account Manager reasonable advance notice of each proposed subcontract to a Subcontractor other than an Affiliate of Xxxxx Systems whose principal place of business is located in the United States. Xxxxx Systems shall be fully responsible, financially and otherwise, for the Services provided by each Subcontractor to the same extent as if it had performed the Services itself. Notwithstanding the foregoing, Newco acknowledges and agrees that Xxxxx Systems may subcontract all or any part of the Core Application Services to HCL Xxxxx Systems Ltd., whose principal place of business is outside the United States, provided that Newco’s consent shall be required to subcontract any new obligations after Xxxxx Systems ceases to own, directly or indirectly, at least twenty-five percent (25%) of HCL Xxxxx Systems Ltd.

3.11 Changes to Services Due to Changes in Newco’s Business   Newco and Xxxxx Systems understand that Newco’s predicted resource requirements, while based on the best knowledge available, may be subject to significant variation as a result of unexpected growth or reduction in its business, including due to mergers, acquisitions or divestitures, or due to other changes resulting from the then-current business environment. Upon request by Newco in connection with the occurrence of an event that results in a sustained increase or decrease in the resource requirements under this MSA, Xxxxx Systems shall prepare a good faith proposal to address the new resource requirements, which may include, without limitation, appropriate adjustments to the Service Levels, Base Services and the fees set forth in this MSA, so that Newco may be responsive to its evolving business needs and remain competitive in the marketplace. Upon request by Newco, the Parties agree to negotiate in good faith to adjust this MSA appropriately to reflect such changes for the applicable remaining years of the Term.

3.12 Service Levels 

(a) Xxxxx Systems will meet or exceed the Service Levels

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(i) set forth in Parts C and E of Exhibit B for the applicable Base Services commencing on the Effective Date, except with respect to the Transitioned Applications and the VRS;

(ii) set forth in Part F of Exhibit B for the applicable Base Services commencing after the Transition Period with respect to the Transitioned Applications; and

(iii) set forth in Part D of Exhibit B for the applicable Base Services commencing on the Effective Date and continuing until the addition of the VRS Modifications with respect to the Odyssey System and commencing on the Warranty Period defined in Attachment A-3 to Exhibit A with respect to the VRS.

(b) As contemplated by the Change Control Process, (i) any Change Order implementing Service or resource changes requested by Newco and any other Change Order changing the manner in which the Services are provided by Xxxxx Systems may include an equitable adjustment to the Annual Services Charge and the applicable Service Levels and the Service Level Credits, and (ii) Xxxxx Systems will review with Newco as part of the Change Control Process the anticipated effect of such reduction, addition, or change on Xxxxx Systems’ ability to meet the applicable Service Levels.

(c) If Xxxxx Systems fails to meet any Service Level, Xxxxx Systems will (i) promptly investigate and perform a root-cause analysis to identify the cause of the failure; (ii) provide to Newco a report on the causes of the problem; (iii) correct the problem, to the extent such problem is within its control, or take appropriate steps in escalation to the appropriate Third Party Vendor to cause the problem to be corrected to the extent such problem is not within its control; (iv) take appropriate preventive measures to reduce the probability of a recurrence of the problem; (v) take appropriate actions to mitigate the adverse effects of the problem prior to its correction; and (vi) periodically advise Newco of the status of remedial efforts being undertaken with respect to such problems in accordance with the Operations Procedures Manual.

(d) On an annual basis, Newco and Xxxxx Systems will review the Service Levels and, if mutually agreed (which agreement shall not be withheld unreasonably), the Parties will adjust the Service Levels to reflect appropriate changes in circumstances, such as technological advances, changes in methods used generally to perform similar services, changes in business metrics, operating costs and budgetary constraints, and any service or resource changes requested or approved by Newco.

(e) Xxxxx Systems will procure and implement appropriate monitoring tools (to the extent such tools are not already used by Xxxxx Systems to monitor applications, systems, and networks that are being managed by Xxxxx Systems, the tools will be approved by Newco and will be acquired at Xxxxx Systems’ expense for use by

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Xxxxx Systems) and related procedures necessary to measure and report Xxxxx Systems’ compliance with the Service Levels. An initial list of such monitoring tools is set forth in Part G of Exhibit X. Xxxxx Systems will provide Newco with (i) the performance monitoring reports described in Part G of Exhibit B, and (ii) such other documentation and information as Newco reasonably requests, to verify that the Services are being performed in compliance with the Service Levels. Upon Newco’s reasonable request, but not more frequently than once per Contract Year, Xxxxx Systems will provide Newco and its designees with information and access to such tools and procedures for purposes of performing an audit of Xxxxx Systems’ compliance with the Service Levels and these reporting requirements.

3.13 European and Asian Affiliates

(a) Notwithstanding anything to the contrary in this MSA, the Parties acknowledge and agree that the Affiliates of Newco whose principle business operations are located outside the United States and Canada (“European and Asian Affiliates”), will not receive any of the Base Services with respect to Hardware and Software that is located outside the United States, except with respect to the “bridges” described in subsection (b) below. All other components of the Base Services will initially be performed for the European and Asian Affiliates on the same basis and to the same extent as Base Services are performed for Franchisees/Licensees. For the avoidance of doubt, the European and Asian Affiliates will initially have administrative, financial, legal, and operational responsibility for all Hardware and Software located outside the United States and Canada. Upon request by Newco, Xxxxx Systems will prepare for Newco’s review and approval a proposal to provide the full range of Base Services, or any component of the Base Services, to all or any of the European and Asian Affiliates.

(b) The Parties further acknowledge and agree that the European and Asian Affiliates do not use either the Legacy System, the Odyssey System or VRS to conduct their automobile rental and maintenance operations from the Effective Date until the VRS Project is completed. However, the information technology systems used by the European and Asian Affiliates exchange certain data relating to reservations via “bridges” with the Legacy System and such exchanges will continue until the Legacy System is decommissioned. In connection with the VRS Project Services, Xxxxx Systems will modify such bridges so that the information technology systems used by the European and Asian Affiliates may exchange data with VRS on a basis similar to or more efficiently than the data is exchanged with the Legacy System. Unless otherwise agreed in a Change Order, the European and Asian Affiliates will have administrative, financial, legal, and operational responsibility for procuring, acquiring, installing and testing all hardware and software necessary to install and operate VRS.

(c) If, for any reason, any European and Asian Affiliate ceases to be an Affiliate of Newco, Xxxxx Systems agrees that such European and Asian Affiliate shall, unless

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otherwise requested by Newco, become a Franchisee/Licensee of Newco and continue to have access to and use of VRS on the same basis as other Franchisees/Licensees.

ARTICLE 4

CERTAIN NEWCO OBLIGATIONS

4.1 Newco’s Cooperation   Newco shall reasonably cooperate with Xxxxx Systems by, among other things, making available, as reasonably requested by Xxxxx Systems, management decisions, information, approvals or disapprovals, and acceptances or rejections in a timely manner so that Xxxxx Systems may fulfill its obligations and responsibilities under this MSA. Newco shall cause the Supported Affiliates to, and enter into agreements with each of the Franchisee/Licensees providing that they will, reasonably cooperate with Xxxxx Systems by, among other things, making available, as reasonably requested by Xxxxx Systems, management decisions, information, approvals or disapprovals, and acceptances or rejections in a timely manner so that Xxxxx Systems may fulfill its obligations and responsibilities under this MSA. In addition, Newco will use its commercially reasonable efforts, including the provision of necessary letters of agency, to cause its Third Party Vendors to cooperate with Xxxxx Systems in the performance of the Services.

4.2 Access to Newco’s Facilities   Newco (i) shall grant to or obtain reasonable access for Xxxxx Systems during Newco’s normal business hours (and at any other hour as reasonably requested by Xxxxx Systems) to the equipment, facilities, and systems in Newco’s or any Supported Affiliate’s possession or control to which Xxxxx Systems reasonably requires access to perform its obligations under this MSA, and (ii) shall use commercially reasonable efforts to grant to or obtain reasonable access for Xxxxx Systems during normal business hours (and at any other hour as reasonably requested by Xxxxx Systems) to the equipment, facilities, and systems in the Franchisee/Licensees’ possession or control to which Xxxxx Systems reasonably requires access to perform its Services under this MSA, subject to the following conditions:

(a) Rules. PSC Personnel and each business invitee of such PSC Personnel shall obey all generally applicable rules and procedures at any Newco, Supported Affiliate’s or Franchisee/Licensees’ facility of which Newco, the Supported Affiliates or the Franchisee/Licensee has notified Xxxxx Systems. When PSC Personnel are located at Newco’s, a Supported Affiliate’s or Franchisee/Licensees’ facility, Xxxxx Systems shall use, and shall cause all PSC Personnel to use, such facility only to provide the Services, provided that such PSC Personnel may perform limited back office work at Newco Service Locations that is incidental to the provision of the Services.

(b) Alteration. Xxxxx Systems shall not make any structural, mechanical or electrical alterations to Newco’s, any Supported Affiliate’s or Franchisee/Licensees’ facilities without, as applicable, Newco’s, the applicable Supported Affiliate’s or the applicable Franchisee/Licensee’s prior written approval.

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(c) Structure. Subject to Newco’s obligations under Section 4.3, when a portion of Newco’s, any Supported Affiliate’s or Franchisee/Licensee’s facilities occupied by PSC Personnel is no longer required to perform the Services, Xxxxx Systems shall return such portion to Newco, the Supported Affiliate or the Franchisee/Licensee, as applicable, in the same condition as when Xxxxx Systems began use of such portion, except for (i) authorized alterations and modifications, and (ii) reasonable wear and tear.

(d) Limited Access. Newco, any Supported Affiliate and any Franchisee/Licensee, as applicable, may impose reasonable security procedures to limit access to those portions of Newco’s, such Supported Affiliate’s or such Franchisee/Licensee’s facilities being used by Xxxxx Systems to perform the Services.

(e) Changes by Newco, the Supported Affiliates or Franchisee/Licensees. Newco shall not, and shall cause the Supported Affiliates to not, make any changes to a facility owned, leased or controlled by Newco or a Supported Affiliate where the Services are being performed if Newco reasonably expects such change (i) to have a material adverse effect on Xxxxx Systems’ ability to perform its obligations (including its obligation to meet any Service Levels) hereunder; or (ii) materially to increase the cost to Xxxxx Systems to perform its obligations hereunder, without prior written notice to and approval by Xxxxx Systems (such approval not to be unreasonably withheld or delayed).

4.3 Support   As to any portion of Newco’s or any Supported Affiliates’ facilities to be occupied by PSC Personnel under Section 4.2 to provide the Services, Newco shall provide to the assigned PSC Personnel at no charge, for use primarily in connection with performance of the Services (i) a reasonable work environment, including office space, basic furniture, a telephone, utilities and common office supplies; (ii) reasonable access to photocopy, printer, facsimile, and similar office equipment; (iii) reasonable facility maintenance and janitorial services; (iv) desktop computers, workstations, terminals, printers and other equipment reasonably required by PSC Personnel in connection with the performance of the Services; and (v) reasonable access to the networks located at facilities within their responsibility and required for the provisions of the Services.

4.4 Third Party Bids 

(a) As provided in Section 2.4(b), Newco has the right to obtain certain Additional Services from Third Party Vendors. With respect to Services sought by Newco as provided in Section 2.4(b)(v), Newco shall notify Xxxxx Systems of, and Xxxxx Systems shall have the right to respond to, all requests for information, requests for proposal and similar bidding procedures on the same basis as other Third Party Vendors.

(b) If Newco obtains information technology services from any Third Party Vendor, Xxxxx Systems will have the right to approve, which approval will not be unreasonably withheld or delayed, the implementation and installation of any resulting Third Party Vendor software, equipment or services that Xxxxx Systems

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will be required to manage or operate as part of the Services, prior to becoming responsible for such Third Party Vendor software, equipment or services as part of the Services pursuant to the Change Control Process.

4.5 Certain Obligations   Commencing on the Effective Date and continuing throughout the Term, as between Xxxxx Systems and Newco, Newco will be responsible for providing and performing the Newco Retained Functions and the services, functions and responsibilities described in Schedule 2.4(b).

ARTICLE 5

XXXXX SYSTEMS OBLIGATIONS

5.1 Xxxxx Systems’ Cooperation   During the Term, Xxxxx Systems shall provide commercially reasonable cooperation to Newco by responding to Newco’s reasonable requests for information related to the functionality or operation of the GreenWay System, the Odyssey System, the VRS and the Services to the extent that (i) Xxxxx Systems has such information, (ii) Xxxxx Systems is not prohibited from disclosing such information under the terms of any other agreement, (iii) Newco does not provide such information to a competitor of Xxxxx Systems unless Xxxxx Systems and such competitor enter into a commercially reasonable confidentiality agreement under which such competitor agrees to protect the confidentiality of Xxxxx Systems Confidential Information, and (iv) Newco treats such information as Xxxxx Systems’ Confidential Information to the extent such information is owned by Xxxxx Systems.

5.2 Access to Xxxxx Systems’ Facilities   Xxxxx Systems (i) shall grant to or obtain reasonable access for Newco or the Supported Affiliates (excluding direct competitors of Xxxxx Systems) during normal business hours, and at such other time as reasonably necessary, to the equipment, facilities, and systems in Xxxxx Systems’ facilities, including Xxxxx Systems’ Data Center where the Services are being performed. Newco will provide Xxxxx Systems with at least two-Business Days written notice prior to providing any business invitees of Newco or the Supported Affiliates with access to the Xxxxx Systems facilities, including any Xxxxx Systems Data Center, where Services are being performed. Xxxxx Systems may control such access so as to provide reasonable protection of Confidential Information of Xxxxx Systems, its Subsidiaries, or its customers or vendors. In connection with such access, the following obligations shall apply:

(a) Rules. Newco Personnel and each business invitee of such Newco Personnel shall obey all generally applicable rules and procedures of Xxxxx Systems facilities, including Xxxxx Systems Data Center, of which such persons have been notified.

(b) Alteration. Newco shall not make any structural, mechanical or electrical alterations to any Xxxxx Systems facilities including Xxxxx Systems Data Center without Xxxxx Systems’ prior written approval.

(c) Limited Access. Except as otherwise agreed, Xxxxx Systems may impose reasonable security procedures to limit access to those portions of the Xxxxx

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Systems facilities, including Xxxxx Systems Data Center, not being used to perform Services.

(d) Structure. When a portion of Xxxxx Systems’ facilities occupied by Newco Personnel is no longer required to perform the Services, Newco shall return such portion to Xxxxx Systems, in substantially the same condition as when Newco began use of such portion, except for (i) authorized alterations and modifications, and (ii) reasonable wear and tear.

(e) Limitations. The access provided in this Section shall be limited as required by Xxxxx Systems under Xxxxx Systems’ agreements with other customers or other third parties.

5.3 Employee Transfers   On or before the Effective Date, Xxxxx Systems will offer employment to the individuals currently employed by ANC Rental or its Affiliates who have been identified in a side letter from Xxxxx Systems to Newco dated as of the Agreement Date (the “Side Letter”), subject to Xxxxx Systems’ standard employment policies and practices, including pre-employment background investigations and drug tests. Those individuals who accept Xxxxx Systems’ offer of employment are collectively referred to herein as the “Transitioned Employees”. Xxxxx Systems agrees that such offers of employment will (i) include compensation and benefit terms that are at least comparable to those offered to other Xxxxx Systems’ employees with similar skills and experience, and (ii) provide that each Transitioned Employee will be given credit for their years of service as an employee of ANC Rental (or any predecessor entity or Affiliate) in connection with Xxxxx Systems’ benefit plans and programs, including vacation and short-term disability. Transitioned Employees will become employees of Xxxxx Systems as of the Effective Date or such later date as they report to work at Xxxxx Systems. Employees identified in the Side Letter shall not be deemed to be terminated from employment by ANC Rental or its Affiliates and shall not be entitled to severance.

5.4 Key Employees   Schedule 5.4 contains a list of certain Xxxxx Systems employees who are key personnel to the activities contemplated by this MSA, including the Xxxxx Systems Account Manager (collectively, “Key Employees”). The Parties may agree to modify or amend such list from time to time in writing. Xxxxx Systems shall not reassign to another account any Key Employee without receiving Newco’s written approval after:  (i) providing at least thirty (30) days prior notice to Newco in writing or by e-mail; and (ii) nominating replacement personnel of at least equal competence and experience reasonably acceptable to Newco. Xxxxx Systems shall promptly replace any Key Employee to whom Newco reasonably objects. Schedule 5.4 shall be amended to reflect such replacement personnel.

5.5 Required Consents   Xxxxx Systems will use commercially reasonable efforts on Newco’s behalf to obtain any third-party consents necessary for Xxxxx Systems to have access to and use any Supported Software or Supported Hardware in connection with the Services (“Required Consents”). Newco shall cooperate with Xxxxx Systems to obtain such Required Consents. Newco shall pay any reasonable and applicable license, transfer or access fees for any Supported Software. If a Required Consent is not obtained, then,

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unless and until such Required Consent is obtained, Xxxxx Systems will determine and adopt, subject to Newco’s prior written approval, such alternative commercially reasonable approaches as are necessary and sufficient, so as not to increase Service charges, to provide the Services in accordance with the applicable Service Levels without such Required Consents, to the extent reasonably possible.

ARTICLE 6

RESPONSIBILITY FOR ASSETS

6.1 General   The Debtors, with Xxxxx Systems’ assistance, have developed lists of all software (the “Supported Software”), all equipment (the “Supported Hardware”), and all licenses, equipment leases, maintenance agreements, service agreements and support agreements (the “Managed Contracts”) existing as of the Agreement Date (to be updated as of the Effective Date and as new agreements and equipment come into existence after the Effective Date in accordance with this MSA), that will be supported or managed by Xxxxx Systems as part of the Base Services. The Parties’ respective administrative, financial, legal and operational responsibilities with respect to the Supported Hardware, Supported Software, and Managed Contracts are described in this Article 6 and, for the convenience of the Parties, in the Responsibility Allocation Matrices attached as Schedule 6.1. In the event of any conflict between this Article 6 and Schedule 6.1, the text of this Article 6 shall control. Any grant by Newco to Xxxxx Systems of rights of use pursuant to this Article 6 shall be deemed to include, subject to the other provisions of this MSA, a grant of such rights to Xxxxx Systems’ Subcontractors to the extent necessary to perform the Services hereunder.

(a) The responsibilities of a Party having administrative, financial, legal or operational responsibility for a Managed Asset are as follows:

(i) If a Party has administrative responsibility for a Managed Asset, such Party shall be responsible for managing such Managed Asset, including (A) the tracking of renewal dates and license compliance provisions, (B) providing notice to the Party with legal responsibility when actions need to be taken with respect to such Managed Asset (e.g., notification of renewal of the license for such Managed Asset), and (C) receiving invoices from third party vendors, promptly reviewing such invoices, and providing to the Party with financial responsibility the original invoice together with a statement identifying which charges are proper and valid and should be paid.

(ii) If a Party has financial responsibility for a Managed Asset, such Party shall be responsible for all current (applicable immediately after the agreed effective date of such financial responsibility) and future financial costs and expenses related to such Managed Asset, including (A) acquisition, lease, license, or other ownership costs; (B) cost of modifications, upgrades, enhancements, new releases, replacements, and expanded license rights; and (C) growth and technology refreshments (including third party software and equipment maintenance agreements).

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(iii) If a Party has legal responsibility for a Managed Asset, such Party shall be responsible for (A) if applicable, assuming leases and licenses for any such Managed Asset being assigned pursuant to this MSA; and (B) entering into contracts, leases, and licenses for any such Managed Asset in its name, including (1) contracts addressing the modifications, upgrades, enhancements, and replacements of such Managed Asset, and (2) third party software or equipment maintenance agreements with respect to such Managed Asset.

(iv) If a Party has operational responsibility for a Managed Asset, such Party shall be responsible for operational support of such Managed Asset, including (A) the unpacking, configuration, staging, setup, and installation of such Managed Asset; (B) the support of such Managed Asset; (C) the maintenance of such Managed Asset; (D) moves, additions and changes with respect to such Managed Asset; and (E) disaster recovery with respect to such Managed Asset.

6.2 Existing Hardware   The Parties’ respective rights and responsibilities with respect to (i) Supported Hardware directly or indirectly owned (immediately after consummation of the Acquisition) by Newco (collectively, the “Supported Hardware (Owned)”), and (ii) Supported Hardware directly or indirectly leased (immediately after consummation of the Acquisition) by Newco (collectively, the “Supported Hardware (Leased)”), shall be as follows:

(a) Owned by Newco. The Parties’ respective rights and responsibilities with respect to Supported Hardware (Owned) shall be as follows:

(i) On the Effective Date, Newco shall assign and convey to Xxxxx Systems the Supported Hardware (Owned) identified in Schedule 6.2(a), Part A (the “Assigned Hardware (Owned)”). After such assignment and conveyance, Xxxxx Systems shall be administratively, financially, legally, and operationally responsible for such Assigned Hardware.

(ii) Newco shall retain ownership of, and administrative, financial and legal responsibility for, all Supported Hardware (Owned) identified in Schedule 6.2(a), Part B (the “Retained Hardware (Owned)”). On the Effective Date, Newco shall, and hereby does, grant to Xxxxx Systems the right to access, configure, maintain and use the Retained Hardware (Owned) and all other rights with respect to the Retained Hardware (Owned) necessary to perform the Services. Beginning on the Effective Date and continuing until the end of the Term, Xxxxx Systems shall be operationally responsible for the Retained Hardware (Owned).

(b) Leased by Newco. The Parties’ respective rights and responsibilities with respect to Supported Hardware (Leased) shall be as follows:

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(i) On the Effective Date, Newco shall assign to Xxxxx Systems the equipment leases identified in Schedule 6.2(b), Part A (“Assigned Hardware Leases”) relating to the Supported Hardware (Leased) identified in Schedule 6.2(b), Part A (“Assigned Hardware (Leased)”). After such assignment and assumption, Xxxxx Systems shall be administratively, financially, legally, and operationally responsible for the Assigned Hardware Leases and the applicable Supported Hardware (Leased) subject to such leases with respect to all periods after the effective date of the Assignment and Assumption Agreement.

(ii) Newco shall retain financial and legal responsibility for the equipment leases identified in Schedule 6.2(b), Part B (“Retained Hardware Leases”) relating to the Supported Hardware (Leased) identified in Schedule 6.2(b), Part B (the “Retained Hardware (Leased)”). On the Effective Date, Newco shall, and hereby does, grant to Xxxxx Systems the right to access, configure, maintain and use the Retained Hardware (Leased) and all other rights with respect to the Retained Hardware (Leased) necessary to perform the Services. Beginning on the Effective Date and continuing until the end of the Term, Xxxxx Systems shall be administratively and operationally responsible for the Retained Hardware (Leased) and the Retained Hardware Leases.

6.3 Replacement and Additional Hardware

(a) Xxxxx Systems Responsibility. Except as provided in Section 6.3(b), Xxxxx Systems shall be administratively, financially, legally and operationally responsible to procure and acquire any additions, enhancements and upgrades to, repairs to, and replacements of, Supported Hardware that are necessary to provide the Services in accordance with the applicable Service Levels. Such additional Hardware may be purchased or leased by Xxxxx Systems in its sole discretion, provided that Xxxxx Systems shall give at least thirty (30) days’ notice to Newco before purchasing or leasing any equipment having a purchase price or capital cost, as applicable, greater than $100,000 (with reasonably related expenditures to be aggregated) or entering into any equipment lease the term of which will extend beyond the scheduled expiration of the Term. Newco shall have the right, in its sole discretion, to cause Xxxxx Systems to defer any such purchase or lease, provided that the Parties enter into a Change Order that addresses (i) sharing the costs that will be avoided and may be incurred by the Parties as a result of such deferral, (ii) adjustments to the Annual Services Charge and any Service Levels and Service Level Credits that may be affected by such deferral, and (iii) such other matters as the Parties determine appropriate.

(b) Newco Responsibility. Newco shall be financially and legally responsible to procure and acquire (i) any additions, enhancements and upgrades to, repairs to, and replacements of, Retained Hardware (Owned) and Retained Hardware (Leased), and (ii) unless otherwise agreed by the Parties in a Change Order, any additions, enhancements and upgrades to and replacements of Supported

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Hardware that are necessary, as a result of changes in Newco’s volume of, or method of doing, business, for Xxxxx Systems to provide the Services in accordance with the applicable Service Levels; and, upon acquisition of such Supported Hardware, Newco shall xxxxx Xxxxx Systems the rights described in 6.2(a)(ii) or 6.2(b)(ii), as the case may be. Notwithstanding the foregoing, Newco shall have the option in its sole discretion not to procure or acquire any such additions, enhancements, upgrades or replacements having a purchase price or capital cost, as applicable, greater than $100,000 (with reasonably related expenditures to be aggregated) provided that the Parties agree that if Newco elects not to procure or acquire such items, the Annual Services Charge and the affected Service Levels and Service Level Credits may require appropriate adjustment.

6.4 Existing Software   The Parties’ respective rights and responsibilities with respect to (i) existing Third Party Systems Software for Assigned Hardware, (ii) existing Third Party Systems Software for Retained Hardware, and (iii) existing Applications Software, shall be as follows:

(a) Third Party Systems Software.

(i) For Assigned Hardware. Subject to obtaining the consents described in Section 5.5, (A) Newco shall assign, and hereby does assign, as of the Effective Date, the licenses identified in Schedule 6.4(a), Part A to the Third Party Systems Software for the Assigned Hardware (the “Assigned Systems Software Licenses”), and (B) Xxxxx Systems shall assume, and hereby does assume, as of the Effective Date, the Assigned Systems Software Licenses. With respect to all periods after the Effective Date during the Term, Xxxxx Systems shall be administratively, financially, legally, and operationally responsible for the Assigned Systems Software Licenses and, subject to such licenses, the related Third Party Systems Software, including, as necessary or appropriate to provide the Services, additions, enhancements, modifications, replacements and upgrades of such Third Party Systems Software and introduction of new Third Party Systems Software for the Assigned Hardware.

(ii) For Retained Hardware. Newco shall retain financial and legal responsibility for the licenses identified in Schedule 6.4(a), Part B to the Third Party Systems Software for the Retained Hardware (the “Retained Systems Software Licenses”), including, as necessary or appropriate to obtain the Services, additions, enhancements, modifications, replacements and upgrades of such Third Party Systems Software and the acquisition of new Third Party Systems Software for the Retained Hardware. Subject to obtaining the consents described in Section 5.5, (A) as of the Effective Date, Newco shall, and hereby does, grant to Xxxxx Systems the rights that Newco has or later obtains with respect to such Third Party Systems Software for the Retained Hardware, and (B) with respect to all periods after the Effective Date during the Term, Xxxxx Systems shall (1) be administratively and operationally responsible for the Retained Systems

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Software Licenses and the related Third Party Systems Software, including, as necessary or appropriate to provide the Services, additions, enhancements, modifications, replacements and upgrades of such Third Party Systems Software and introduction of new Third Party Systems Software for the Retained Hardware, and (2) comply with the duties, including use restrictions, imposed by the Retained Systems Software Licenses.

(b) Applications Software.

(i) Retained Third Party Applications Software. Newco shall retain financial and legal responsibility for the licenses identified in Schedule 6.4(b), Part A to the Third Party Applications Software (the “Retained Third Party Applications Software Licenses”), including, as necessary or appropriate to obtain the Services, additions, enhancements, modifications, replacements and upgrades of such Third Party Applications Software. Subject to obtaining the consents described in Section 5.5, (A) as of the Effective Date, Newco shall, and hereby does, grant to Xxxxx Systems the rights that Newco has or later obtains with respect to the Third Party Applications Software, and (B) with respect to all periods after the Effective Date during the Term, Xxxxx Systems shall (1) be administratively and operationally responsible for the Retained Third Party Applications Software Licenses and the related Third Party Applications Software, including, as necessary or appropriate to provide the Services, additions, enhancements, modifications, replacements and upgrades of such Third Party Applications Software, and (2) comply with the duties, including use restrictions, imposed by the Retained Third Party Applications Software Licenses.

(ii) Assigned Third Party Applications Software. Subject to obtaining the consents described in Section 5.5, (A) Newco shall assign, and hereby does assign as of the Effective Date, the licenses identified in Schedule 6.4(b), Part B to the Third Party Applications Software (the “Assigned Third Party Applications Software Licenses”), and (B) Xxxxx Systems shall assume, and hereby does assume, as of the Effective Date, the Assigned Third Party Applications Software Licenses. With respect to all periods after the Effective Date during the Term, Xxxxx Systems shall (1) be administratively, financially, legally, and operationally responsible for the Assigned Third Party Applications Software Licenses and the related Third Party Applications Software, including, as necessary or appropriate to provide the Services, enhancements, modifications, and upgrades of such Third Party Applications Software, and (2) comply with the duties, including use restrictions, imposed by the Assigned Third Party Applications Software Licenses.

(iii) Applications Software Owned by Newco. Newco shall retain ownership of, and financial and legal responsibility for, the Applications Software

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identified in Schedule 6.4(b), Part C (the “Newco Applications Software”), including, as necessary or appropriate to provide the Services, enhancements, modifications, and upgrades of such Newco Applications Software. As of the Effective Date, (B) Newco shall, and hereby does, grant to Xxxxx Systems the rights set forth in Section 6.4(b)(i) with respect to the Newco Applications Software, and (B) with respect to all periods after the Effective Date during the Term, Xxxxx Systems shall be administratively and operationally responsible for the Newco Applications Software, including, as necessary or appropriate to provide the Services, enhancements, modifications, and upgrades of the Newco Applications Software.

6.5 Replacement and Additional Software 

(a) Third Party Systems Software.

(i) For Assigned Hardware. Xxxxx Systems shall be administratively, financially, legally and operationally responsible for Third Party Systems Software acquired for, and installed on, Assigned Hardware after the Effective Date (including enhancements, replacements and upgrades to Systems Software for Assigned Hardware) to the same extent as Xxxxx Systems is administratively, financially, legally and operationally responsible for the Assigned Hardware.

(ii) For Retained Hardware. Newco shall be financially and legally responsible for Third Party Systems Software acquired after the Effective Date for installation on Retained Hardware (including enhancements, replacements and upgrades to Systems Software for Retained Hardware). Effective upon acquisition of such Third Party Systems Software, (A) such Third Party Systems Software licenses shall be deemed to be Retained Systems Software Licenses, (B) Newco shall, and hereby does, grant to Xxxxx Systems the rights described in Section 6.4(a)(ii)(A) with respect to such Third Party Systems Software, and (C) from such effective date until the end of the Term, Xxxxx Systems shall have the responsibilities and obligations described in Section 6.4(a)(ii)(B) with respect to such Third Party Systems Software and the applicable software licenses.

(b) Third Party Applications Software. Xxxxx Systems shall be administratively and operationally responsible for Third Party Applications Software included in the Base Services as of the Effective Date. Xxxxx Systems shall install, operate, and support new Third Party Applications Software approved by Newco in a mutually agreed Change Order. Unless otherwise agreed by the Parties in the applicable Change Order, (A) Newco shall have financial and legal responsibility for all licenses for new Third Party Applications Software as Additional Services, (B) Newco shall, and hereby does, grant to Xxxxx Systems the rights that Newco obtains with respect to such new Third Party Applications Software, and (C) with respect to all periods after the effective date of such grant during the Term, Xxxxx

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Systems shall (1) be administratively and operationally responsible for such licenses and, subject to such licenses, the related Third Party Applications Software, including, as necessary or appropriate to provide the Services, enhancements, modifications, and upgrades of such Third Party Applications Software, and (2) comply with the duties, including use restrictions, imposed by such licenses. Xxxxx Systems shall not install or operate in connection with the Services any new Third Party Applications Software without Newco’s prior written approval in a Change Order, which Change Order will provide for appropriate adjustments to the Annual Services Charge.

6.6 Third Party Service Contracts

(a) Subject to Sections 6.6(b) and 5.5, Newco assigns to Xxxxx Systems, and Xxxxx Systems accepts and assumes such assignment for, the Third Party Service Contracts identified in Schedule 6.6, Part A (the “Assigned Third Party Service Contracts”), effective as of the Effective Date. Xxxxx Systems shall have administrative, financial, legal and operational responsibility for the Assigned Third Party Service Contracts with respect to periods on and after the Effective Date.

(b) Newco shall retain financial and legal responsibility for the Third Party Service Contracts identified in Schedule 6.6, Part B (the “Retained Third Party Service Contracts”), and, subject to Section 5.5, Newco grants to Xxxxx Systems, solely to the extent necessary for performing the Services, the rights Newco has with respect to the Retained Third Party Service Contracts that are reasonably necessary for Xxxxx Systems to provide the Services. Xxxxx Systems shall have administrative and operational responsibility for, and shall comply with the duties imposed on Newco by, the Retained Third Party Service Contracts.

(c) The Parties acknowledge that certain Third Party Service Contracts for Supported Hardware and Supported Software, such as hardware maintenance contracts and software support agreements, may be listed in Schedule 6.6. Notwithstanding Sections 6.6(a) and (b), these Third Party Service Contracts shall be treated in the same manner provided in Sections 6.1 through 6.4 as the Supported Hardware or Supported Software to which such Third Party Service Contracts relate, including whether such Third Party Service Contract is retained by Newco or assigned to Xxxxx Systems, and the allocation of administrative, financial, legal and operational responsibility as between the Parties.

6.7 Certain Hardware and Software Provided by Xxxxx Systems . Notwithstanding the provisions of Sections 6.1 through 6.6 above, Xxxxx Systems will have administrative, financial, legal and operational responsibility for the following Hardware and Software as part of the Annual Services Charge:

(a) Hardware and Software used by PSC Personnel to provide concurrent support to more than one Xxxxx Systems’ customer. For example, with respect to the Help Desk Services, Xxxxx Systems will provide the help desk Software, the Hardware

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on which such Software is operated, telephone switches and handsets, desktop computers and related Hardware and Software used to provide the Help Desk Services;

(b) Hardware and Software necessary to retain up to seven years of data from the Legacy System for up to seven years after the Legacy System is decommissioned;

(c) Hardware and Software used generally in the business of Xxxxx Systems. For example, Hardware and Software used by Xxxxx Systems’ accounting, human resources, and other back-office functions; and

(d) Hardware and Software not used by Xxxxx Systems for the direct benefit of Newco and its Supported Affiliates and Franchisees/Licensees.

6.8 Managed Contracts.

(a) Upon request by Newco after the date on which Newco attains an investment grade credit rating for its unsecured corporate debt (i.e., a rating of Baa3 or better by Xxxxx’x and of BBB- by Standard & Poors), and provided that Newco has not failed to pay when due (subject to Section 7.8(c)(ii) and any other provisions of this MSA governing payment disputes) all undisputed invoices properly submitted under Section 7.8 during the prior six (6) months, Xxxxx Systems shall prepare and submit to Newco for review and approval a proposal pursuant to which Xxxxx Systems would acquire (whether through purchase, assumption of the applicable license or lease, or otherwise) and become fully responsible for the Supported Hardware, the Supported Software and the Managed Contracts from Newco or the applicable Third Party Vendor, including responsibility for the payment, support, maintenance and management thereof. Such proposal will include (i) the reasonable changes (if any) in Service Levels and Service Level Credits that would result from such acquisition, and (ii) reasonable changes, if any, to charges under this MSA to reflect amounts to be paid by Xxxxx Systems and passed through (without markup) to Newco during the remainder of the Term.

(b) Following receipt of a proposal, Newco shall have the opportunity to review the proposal, and, at Newco’s election, to accept, reject, or enter into good faith negotiations with Xxxxx Systems of the terms of the proposal in accordance with the Change Control Process. Upon negotiation of mutually acceptable terms for such acquisition and assumption of responsibility by Xxxxx Systems, the Parties shall prepare and, at Newco’s option, execute a Change Order reflecting such mutually agreed upon terms and the terms of this MSA shall be deemed amended accordingly.

ARTICLE 7

CHARGES AND PAYMENT

7.1 Charges for Services   Subject to the terms of this MSA, Newco will pay Xxxxx Systems the amounts set forth in Exhibit C for the Services, at the times and according to the terms set forth in that Exhibit and in this Article 7. Xxxxx Systems’ charges for the Base

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Services identified in Attachment C-2 of Exhibit C (“Annual Services Charge”) will be adjusted for incremental charges or credits based on the Resource Baselines established in Attachment C-2 of Exhibit C of this MSA and as otherwise provided in this MSA.

7.2 Charges for Additional Services   Unless otherwise agreed by the Parties, Newco will pay Xxxxx Systems for Additional Services at the rates set forth in Attachment C-3 to Exhibit C (“Additional Services Rates”), as such rates are adjusted annually pursuant to Section 7.7 of this MSA. Unless otherwise specifically provided in a Change Order, Xxxxx Systems will deliver invoices to Newco in accordance with Section 7.8, for all amounts due and payable, and each such invoice will be due in accordance with Section 7.8 and the other requirements of this MSA. Newco may from time to time reduce the scope or level of Services provided by Xxxxx Systems in accordance with a Change Order, and the fees charged to Newco shall be reduced accordingly to reflect the reduced scope or level of Services.

7.3 Service Level Credits 

(a) General. If Xxxxx Systems fails to meet the applicable Service Level for a particular Service during steady state operations (i.e., not during a Transition Period with respect to a particular Service), Xxxxx Systems shall incur and provide to Newco performance credits against fees payable hereunder by Newco to Xxxxx Systems as described in Exhibit B and this Section 7.3 (“Service Level Credits”).

(b) Limitation on Credits.

(i) Basis for Credits. Xxxxx Systems will only be obligated to issue Service Level Credits under this Section 7.3 and Exhibit B to the extent the events giving rise to such credits are within its control or otherwise are its responsibility hereunder, provided that to the extent the circumstances giving rise to one or more credits are due to the failure of one or more Third Party Vendors to perform its or their obligations under one or more Managed Contracts, (A) no Service Level Credits will be issued if Xxxxx Systems has pursued the escalation procedures, if any, described in the applicable Managed Contracts and has otherwise used commercially reasonable efforts to cause the applicable Third Party Vendor to perform its obligations and remedy any nonperformance, and (B) upon request by Newco, Xxxxx Systems will assign to Newco any claim for breach it may have against such Third Party Vendor with respect to such circumstances.

(ii) No Default. Except as provided in Section 10.4, the failure to meet individual Service Levels shall not constitute a default by Xxxxx Systems of its obligations under this MSA, shall not create any liability beyond the Service Level Credits due under this Section 7.3 (including but not limited to any liability for damages) and shall not provide Newco the right to terminate this MSA.

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(iii) Maximum Credits. Xxxxx Systems shall issue Service Level Credits, if applicable, to Newco based on Xxxxx Systems’ failure to meet the Service Levels in the performance of the Services, provided, however, that such Service Level Credits under this MSA shall not exceed in the aggregate more than 10% of the portion of the Annual Services Charge for the applicable calendar month.

(iv) Earn-Back. If Xxxxx Systems credits Newco with a Service Level Credit and, in each of the next three (3) consecutive months, Xxxxx Systems exceeds the Service Level for the applicable Service, the Service Level Credit will be earned-back.

7.4 Reimbursable Expenses   Except as provided in a Change Order or this MSA, Newco shall not reimburse Xxxxx Systems for out-of-pocket expenses incurred by PSC Personnel in connection with Services provided under this MSA. If a Change Order provides for reimbursement of out-of-pocket expenses, such reimbursement shall be restricted to the following actual, reasonable and documented out-of-pocket expenses of Xxxxx Systems, without markup, incurred under this MSA or a Change Order:  (i) in connection with Xxxxx Systems’ transportation, lodging and related costs and expenses incurred in compliance with Xxxxx Systems’ then-current standard travel policy, and (ii) such other reimbursable expenses as are specified in this MSA or the applicable Change Order. Whenever a vehicle is rented by Xxxxx Systems under this MSA, such vehicle must be rented from a Newco or one of its Affiliates or Franchisees/Licensees, to the extent that a vehicle of the type (e.g., mid-size, etc.) reasonably requested is available from one of them at the time and at the location reserved by Xxxxx Systems, and the charges for such rental will be comparable to the charges paid by Newco’s largest customers for an equivalent vehicle. Xxxxx Systems shall give Newco at least thirty (30) days prior notice in writing or by e-mail (with confirmation copy by facsimile or mail in accordance with Section 16.2) of any material change in Xxxxx Systems’ standard travel policy after the Effective Date.

7.5 Retained and Pass-Through Expenses 

(a) Responsibility for Retained Expenses. Except as otherwise agreed by the Parties in writing, Newco shall pay all Retained Expenses directly to the applicable Third Party Vendor. Xxxxx Systems shall have no obligation to become financially or legally responsible for Retained Expenses.

(b) Responsibility for Pass-Through Expenses. Except as otherwise agreed by the Parties in writing, Xxxxx Systems shall pay all Pass-Through Expenses directly to the applicable Third Party Vendor promptly after Xxxxx Systems has reviewed and approved the applicable invoice, provided that with respect to any Retained Expenses that are paid by Xxxxx Systems (with Newco’s prior approval) as an administrative convenience, Newco shall review and approve the applicable invoice before such payment is made.

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(c) Review of Invoices. Xxxxx Systems will review all invoices for Retained Expenses and Pass-Through Expenses to determine whether the charges reflected in such invoices comply in all material respects with the applicable purchase documentation or contract. Xxxxx Systems will use its diligent, commercially reasonable efforts to resolve any discrepancies with the applicable documentation or contract prior to submitting any invoice for Retained Expenses or request for reimbursement of Pass-Through Expenses to Newco. After completing its review, Xxxxx Systems will submit such invoices, together with Xxxxx Systems’ recommendation for payment, nonpayment, or partial payment, to Newco on the twentieth (20^th) day of the month after receipt, for Newco’s review and approval; however, Xxxxx Systems will submit invoices that require payment by Newco earlier than the twentieth (20^th) day of such month at most three (3) Business Days after such invoice is received by Xxxxx Systems, but in any event, as quickly as reasonably practicable. Newco will promptly review and approve, and if approved, pay the invoices submitted to it (or advise Xxxxx Systems’ Account Manager that an invoice is not approved, with an explanation of the reasons for not approving the invoice). Xxxxx Systems shall provide a list of expected monthly invoice payables (e.g., invoices outstanding, but not received), of which Xxxxx Systems has knowledge.

7.6 Taxes and Tax Planning 

(a) Responsibility. Except as set forth in this Section 7.6, Newco will pay, or reimburse Xxxxx Systems for, all taxes and duties levied in connection with the Services or this MSA.

(i) Sales Taxes and the Like. Xxxxx Systems will pay all sales, use, value-added, consumption and other taxes and duties levied on any goods or services used or consumed by it or the PSC Personnel or any party acting on its or their behalf in providing the Services, except for such taxes relating to Retained Expenses, Pass-Through Expenses or goods or services provided by Third Party Vendors directly to or for the benefit of Newco.

(ii) Property, Income and Payroll Taxes. Xxxxx Systems will pay all (A) real and personal property, ad valorem and similar taxes on real, personal and tangible or intangible property it owns, leases or licenses, (B) franchise and privilege taxes on its business operations, (C) taxes based on its net income or gross receipts, and (D) payroll withholding and similar taxes related to the PSC Personnel (including all Affiliates, or any party acting on its or their behalf).

(b) Cooperation.

(i) Obligation. Each Party will cooperate with the other Party in all reasonable respects to more accurately determine and minimize applicable tax liabilities to the extent legally permissible, including without

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limitation, through working with the other Party to allocate, where appropriate, payments made under this MSA for (i) taxable goods, services and transactions, (ii) non-taxable goods, services, and transactions, and (iii) transactions in which Xxxxx Systems acts solely as a payment agent for Newco in receiving goods or services (including leasing and licensing arrangements) that otherwise are non-taxable or have previously been subjected to tax. Xxxxx Systems’ invoices shall separately state the amounts of any sales and similar taxes it is collecting from Newco on behalf of any governmental agency.

(ii) Certificates. Each party will provide the other Party with resale certificates, information regarding any out-of-state, out-of-province or out-of-country sales or use of equipment, materials, services or sales, or other exemption certificates or information reasonably requested by the other Party. If any new taxes are passed into law that materially adversely affect Newco’s tax liability under this MSA, the Parties will work together to minimize the amount of these taxes.

(iii) Response Notification. Each Party will promptly notify the other Party of, and coordinate with the other Party the response to and settlement of, any claim for taxes, including penalties and interest, asserted by applicable taxing authorities for which liability by the other Party is asserted.

(iv) Settlement of Claims. Without limiting the foregoing, Xxxxx Systems shall promptly notify Newco of, and coordinate with Newco the response to and settlement of, any claim for taxes, including penalties and interest, asserted by applicable taxing authorities for which Newco is responsible hereunder. With respect to any claim arising out of a form or return signed by Newco or Xxxxx Systems, the Party signing the form shall have the right to elect to control the response to and settlement of the claim, but the other Party shall have all rights to participate in the responses and settlements that are appropriate to its potential responsibilities or liabilities. If either Party believes in good faith that there are sufficient and reasonable grounds upon which to challenge the imposition of any tax for which such Party would be liable under this Section 7.6, and any such challenge may only be made by the other Party, then upon that Party’s request, the other Party will assert such a challenge, provided, however, that the other Party will not be required to challenge any assessment unless requested and authorized by the requesting Party to do so. The requesting party will promptly reimburse the other party for the reasonable accounting and legal fees and other expenses (including penalties and interest) the other party incurs in asserting such a challenge. The requesting party shall be entitled to any tax refunds or rebates granted to the extent such refunds or rebates are for taxes or similar amounts that were paid by the requesting party.

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(v) Tax Protection. Each party agrees to indemnify the other party and hold it harmless from any deficiency for taxes (including penalties and interest) for which the indemnifying party is responsible under this Section 7.6.

7.7 Pricing Adjustments   The Service Charges under this MSA, including the Annual Services Charge, ARC Rates, RRC Rates and the Additional Services Rates will be reviewed by the Parties annually on the anniversary of the Effective Date, beginning on the second anniversary of the Effective Date. Such charges and rates will be increased by the lesser variance of:  (a) the percentage that the Employment Cost Index for total compensation, private industry workers, not seasonally adjusted, services, business services (“ECI”) for the United States as published by the Bureau of Labor Statistics of the Department of Labor (“BLS”), for the month in which the Effective Date falls for such Contract Year exceeds the ECI for the month in which the Effective Date falls for the previous Contract Year; or (b) [REDACTED] multiplied by the percentage that the Consumer Price Index for All Urban Consumers as published by the BLS (“CPI”) for the month of in which the Effective Date falls for such Contract Year exceeds the CPI for the month in which the Effective Date falls for the previous Contract Year. An example of such computation is provided below. In the event the ECI and CPI decline by [REDACTED] percent ([REDACTED]%) or more during any three-year period, the Parties shall negotiate in good faith an appropriate adjustment to the Service Charges under this MSA that reflects the reduction, if any, in Xxxxx Systems’ costs to provide the Services resulting from such decline. If the BLS stops publishing the ECI or the CPI or substantially changes the content or format thereof, the parties will substitute other mutually acceptable price indices.

Example:

Assumptions: 2007 is Base Period
Hypothetical August 2007 ECI = 156.3

Hypothetical August 2008 ECI = 161.4

Hypothetical August 2009 ECI = 171.1

Hypothetical August 2007 CPI = 172.6

Hypothetical August 2008 CPI = 177.8

Hypothetical August 2009 CPI = 185.8

		CPI Levels		Annual % Change		CPI Cap ([REDACTED] x annual % change)
August 2007 CPI		172.6
August 2008 CPI		177.8		[REDACTED]	%	[REDACTED]	%
August 2009 CPI		185.8		[REDACTED]	%	[REDACTED]	%
August 2007 ECI		156.3
August 2008 ECI		161.4		[REDACTED]	%
August 2009 ECI		171.1		[REDACTED]	%

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Therefore the maximum allowable change for 2008 would be [REDACTED]% while the maximum allowable change for 2009 would be [REDACTED]%.

7.8 Invoices and Payment

(a) Timing of Invoices. Xxxxx Systems will invoice Newco monthly on or about the first day of each calendar month for (i) the Services to be performed during the following calendar month, including, to the extent applicable, Xxxxx Systems’ good faith estimate of its fees and expenses for any Services to be provided on a time and materials or similar basis, (ii) any Additional Services in accordance with the terms of the applicable Change Order unless otherwise provided in the Change Order, (iii) all Reimbursable Expenses incurred and all Pass-Through Expenses for which invoices were received during the previous month, and (iv) an adjustment for any underpayments or overpayments made in connection with any previous month’s estimated fees or expenses or other applicable correction. Notwithstanding the foregoing, subject to the provisions of Section 2.2, Xxxxx Systems will invoice Newco for the first month of the Term on or before the Effective Date.

(b) Supporting Information. Xxxxx Systems will substantiate its invoices in reasonable detail (including, on Newco’s request, copies of any third-party invoices) and Xxxxx Systems will provide such details as are reasonably necessary to establish that, for example, periodic payments or payments conditioned on the occurrence of specified events, are due and payable. Notwithstanding the foregoing, Xxxxx Systems shall have no obligation to provide any information regarding its cost to provide any Services for which Newco has agreed to pay a fixed price, provided that Xxxxx Systems shall provide information necessary to establish that Newco was properly charged. Xxxxx Systems will use commercially reasonable efforts to invoice Newco for all internally driven expenses (e.g., authorized PSC Personnel travel and expense reimbursement, task orders) within forty-five (45) days of incurring an expense. Xxxxx Systems will use commercially reasonable efforts with Third Party Vendors (e.g., software and infrastructure purchases, telecommunications xxxxxxxx) to obtain timely invoicing.

(c) Payment.

(i) Timing of Payment. Except as permitted by Section 7.8(c)(ii) below, Newco will pay Xxxxx Systems the full amount of each invoice, by wire transfer to Xxxxx Systems, within twenty (20) days after receipt of the applicable invoice. (For example, the monthly invoice for February’s Services will be delivered by Xxxxx Systems to Newco on January 1^st and payment is due from Newco on January 20^th.)  Subject to the provisions of Section 2.2, payment for the first month of the Term is due on the Effective Date.

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(ii) Disputed Invoices. If Newco reasonably and in good faith disputes the amounts due under any invoice Newco shall give prompt notice of such dispute to Xxxxx Systems’ account manager in writing within thirty (30) days after receiving the applicable invoice, together with a reasonably detailed written explanation signed by the Newco Account Manager of the disputed amount and grounds for the dispute.

If the aggregate amounts payable under all invoices disputed by Newco is less than or equal to $[REDACTED] Newco may withhold payment of such amounts. Newco’s failure to pay amounts disputed in accordance with this Section 7.8(c)(ii) will not (prior to the resolution of the applicable dispute) be grounds for a claim of breach or suspension of work by Xxxxx Systems unless Newco fails to pursue a prompt resolution of such dispute within thirty (30) days after the applicable invoice date in good faith.

If the total of all amounts disputed by Newco is greater than $[REDACTED] and less than or equal to the sum of (x) $[REDACTED], plus (y) the amount of any reasonably disputed Service Level Credits, Newco may withhold payment of such disputed amounts provided that Newco pays all such disputed amounts into an escrow account at a major United States commercial bank with which neither Party maintains a primary, direct relationship independent of this MSA. Newco’s failure to pay amounts disputed in accordance with this paragraph will not (prior to the resolution of the applicable dispute) be grounds for a claim of breach or suspension of work by Xxxxx Systems unless Newco fails to place the disputed amounts into escrow or to pursue a prompt resolution of such dispute within thirty (30) days after the applicable invoice date in good faith.

If the total of all amounts disputed by Newco is greater than the sum of (x) $[REDACTED], plus (y) the amount of any reasonably disputed Service Level Credits, Newco (A) may withhold payment of such disputed amounts to the extent permitted by the preceding paragraph, (B) shall pay Xxxxx Systems all disputed amounts in excess of the amounts permitted to be withheld and placed in escrow by the preceding paragraph, and (C) after following the procedures set forth in Article 15, may seek all available remedies under this MSA or otherwise available at law or in equity. Newco’s failure to pay amounts disputed in accordance with this paragraph will not (prior to the resolution of the applicable dispute) be grounds for a claim of breach or suspension of work by Xxxxx Systems unless Newco fails to place the disputed amounts permitted to be withheld into escrow, to pay Xxxxx Systems the remaining disputed amounts within ten (10) days after written notice, or to pursue a prompt resolution of such dispute within thirty (30) days after the applicable invoice date in good faith.

For purposes of clarity, if the total amount disputed by Newco under all invoices is $[REDACTED], Newco may withhold payment of such amount

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without an escrow until the parties resolve the dispute. If the total amount disputed by Newco is $[REDACTED], Newco may withhold payment of such amount, provided that the full $[REDACTED] is placed into escrow until the parties resolve the dispute. If the total amount disputed by Newco is $[REDACTED], Newco may withhold payment of $[REDACTED], provided that such amount is placed into escrow until the parties resolve the dispute and must pay Xxxxx Systems $[REDACTED]. However, if added to the total disputed amount of $[REDACTED] is a disputed Service Level Credit, then the amount of the disputed Service Level Credit shall be placed into escrow together with the $[REDACTED], pending resolution of the respective disputes.

(d) Interest. Late payments of amounts properly due and not subject to a dispute or an unsatisfied milestone, and any amounts due to Newco (e.g., through a credit, refund, or reimbursement) that are not paid within thirty (30) days of the applicable date such amounts become due to Newco, shall accrue interest at the lesser of (i) 1.0% per month on outstanding amounts, or (ii) the maximum rate permitted by applicable law, from the due date, pro-rated for partial months.

(e) Offset. Xxxxx Systems will offset all credits due to Newco under this MSA against amounts then owing by Newco starting with the oldest undisputed amounts owed. Any such credits owed to Newco at the termination or expiration of this MSA will be paid to Newco in cash by Xxxxx Systems within twenty (20) days after termination or expiration of this MSA (or the applicable portion of the services associated with the credits) except as provided otherwise in this MSA, provided that Newco has paid all outstanding invoices due and owing to Xxxxx Systems.

(f) Overpayments. Xxxxx Systems will credit any overpayments made by Newco against the first invoice issued to Newco after discovery of the overpayment, or, upon request by Newco, promptly returned to Newco. Any such credits owed to Newco at the termination or expiration of this MSA will be paid to Newco in cash by Xxxxx Systems within twenty (20) days after termination or expiration of this MSA (or the applicable portion of the services associated with the credits) except as provided otherwise in this MSA.

7.9 Audits by Newco

(a) Audit Trail and Audit Rights. Xxxxx Systems shall maintain complete business records related to or resulting from this MSA or any Services hereunder to the extent, and on the same basis as, such records are maintained for other customers of Xxxxx Systems. At Newco’s request, which request shall not be made more often than once per Contract Year (although the time period to be audited shall not be limited to a single Contract Year), Xxxxx Systems will allow Newco or its designated representatives to audit its accounting and other books and records to the extent reasonably necessary to verify:

(i) The accuracy of Xxxxx Systems’ invoices to Newco; or

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(ii) Xxxxx Systems’ performance of the Services in accordance with this MSA including, to the extent applicable to the Services and the accuracy of the charges therefor, including books and records relating to (1) Xxxxx Systems’ practices and procedures under this MSA, (2) of operating systems and practices under this MSA, (3) of general controls and security practices and procedures under this MSA, (4) of disaster recovery and back-up procedures under this MSA, (5) of the efficiency of Xxxxx Systems in performing the Services, (6) compliance with applicable Service Levels and other terms of this MSA, (7) any audit necessary to enable Newco to meet applicable regulatory, bankruptcy, or legal requirements, and (8) any other audits reasonably required by Newco.

Xxxxx Systems will cooperate with, and comply with all reasonable requests from, Newco or its designated representatives in connection with such audit. Prior to conducting an audit, Newco’s designated representatives will execute and deliver to the Party to be audited a confidential information agreement containing terms reasonably acceptable to such Party.

(b) Audit Results. Upon completion of any such audit, Newco and Xxxxx Systems will review the audit report together and work in good faith to agree upon (i) any adjustment of charges to Newco (including any credit or reimbursement of any overpayment by Newco), (ii) any appropriate adjustments to Xxxxx Systems’ billing practices, and (iii) other appropriate changes based upon the results of the audit. If any such audit discloses overpayments that in the aggregate equal 5% or more of the cumulative amounts that were actually due during the audited period, as shown by the audit, then Xxxxx Systems will reimburse Newco for the costs of the audit. Any overpayment by Newco shall promptly be paid-back to Newco.

7.10 Internal Benchmarking   Upon request by Newco, Xxxxx Systems will enter into good faith negotiations regarding Xxxxx Systems’ charges for, and the scope of, the Services, provided that any such request will not occur before the third anniversary of the Effective Date or more often than once every two years thereafter. After such request, the Parties shall determine whether the cost to provide the Services projected to be incurred by Xxxxx Systems in the aggregate, as adjusted to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams (including costs spread over the life of an agreement), and other pertinent factors, after the date of such request is significantly (i.e., greater than 15%) less or greater than the cost to provide the Services projected to be incurred by Xxxxx Systems on the Effective Date, then the Parties will enter into a mutually satisfactory amendment to this MSA that addresses the sharing of the costs that will be incurred or avoided by Xxxxx Systems.

7.11 Newco Satisfaction Surveys

(a) Baseline Customer Satisfaction Survey. During the six (6) month period after the Effective Date, as part of the Services, Xxxxx Systems will conduct a survey to measure End-User satisfaction with the Services, the Systems and Xxxxx Systems’

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performances under this MSA generally, at mutually agreed upon Newco sites. The survey will contain questions to be agreed upon by Newco and Xxxxx Systems will promptly share the results of the survey with Newco, including, without limitation, copies of the user questionnaires completed by any Newco Personnel.

(b) Regular Customer Satisfaction Surveys. At least once every twelve (12) months during the Term during a mutually agreed time period, and as part of the Services, Xxxxx Systems will conduct a survey to measure End-User satisfaction with the Services, the Systems and Xxxxx Systems’ responsiveness to requests for Services at each Newco site. The survey will at a minimum cover at least the following classes of users:  (i) end users of the Services, (ii) senior management of end users, and (iii) senior managers of Newco’s information technology function. The survey will contain questions to be agreed upon by Newco and Xxxxx Systems no later than thirty (30) days before the date on which the survey is scheduled to begin. Xxxxx Systems will promptly share the results of the survey with Newco, including, without limitation, copies of the user questionnaires completed by any Newco Personnel. The content, scope, and method of each such survey will be consistent with the baseline customer survey conducted under Section 7.11(a), and the timing of the surveys will be subject to mutual agreement. Without limiting any other provision of this Section, Newco shall also have the right to conduct its own periodic user satisfaction surveys and to share the results thereof with Xxxxx Systems for response under subsection (c), below.

(c) Review of Results. Xxxxx Systems will review the results with Newco and undertake commercially reasonable actions to respond to and resolve deficiencies identified in the Customer Satisfaction Surveys to the extent caused by Xxxxx Systems or PSC Personnel. If Newco, in its reasonable discretion, determines that Xxxxx Systems is not maintaining user satisfaction at a reasonably acceptable level, or if, based on feedback, Newco determines that its needs are not being satisfactorily met by Xxxxx Systems (to the extent within Xxxxx Systems’ or its Subcontractors’ control) in the performance of this MSA or by the requirements of this MSA, Newco shall provide Xxxxx Systems with notice thereof and the Parties shall work in good faith to develop and implement a plan to cure the deficiency promptly and that will minimize Newco’s costs.

7.12 Extraordinary Events   If an Extraordinary Event occurs or is reasonably expected to occur, Newco and Xxxxx Systems will negotiate in good faith appropriate changes to the charges assessed, claims settlement (if, and only if, Newco terminates this MSA), or the scope, nature or volume of Services provided under this MSA. For purposes of this MSA, “Extraordinary Event” means an event or transaction or series of events or transactions relating to Newco’s business that results or is reasonably expected to result in a material increase or decrease of Xxxxx Systems’ aggregate cost of providing the Services or in the resources required to provide the Services. The term “Extraordinary Events” includes (i) changes to the principal locations where Newco operates that materially adversely affect Xxxxx Systems’ ability to provide the Services in the manner or at the cost provided at the previous address (except for changes in location expressly contemplated by this MSA); (ii) material changes in products or services of, or in the number of users

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served by, Newco, beyond changes contemplated by this MSA; (iii) mergers, annexations, or divestitures of a material nature involving Newco; (iv) changes in methods of customer service delivery by Newco not contemplated by this MSA; (v) material changes in service priorities that require material changes to Service deliveries or timeframes, without adequate notice thereof; and (vi) quarterly increases or decreases of greater than 20% (compared to the corresponding quarter of the previous year) of Newco’s aggregate rentals resulting from a general economic downturn or upturn in the baseline volumes set forth in Exhibit C, provided however that the term Extraordinary Event shall not include any such events, transactions, or series of events or transactions within Newco’s control that occur within 180 days after the Effective Date.

7.13 Change of Location   If Newco requests Xxxxx Systems to provide some portion of the Services from a site other than the Supported Site initially specified by Newco (or as contemplated by the Parties) and Xxxxx Systems agrees to make such change, then (i) Newco shall continue to pay the monthly charges for the Services as described in this MSA, (ii) Newco shall compensate Xxxxx Systems for such migration services as Additional Services, and for any reasonably associated costs actually incurred by Xxxxx Systems to the extent resulting from the migration, and (iii) the Parties shall mutually agree in good faith upon an appropriate increase or decrease in the Service charges to Newco as a result of the increased or decreased costs resulting from the migration to be incurred in connection with the ongoing performance of the migrated Services as well as reasonable shutdown related expenses actually incurred. If Xxxxx Systems would terminate any dedicated employees or consultants, solely as a result of any such migration, Newco shall pay or reimburse Xxxxx Systems for the actual severance and termination benefits or, in lieu thereof, relocation benefits, of such PSC Personnel actually paid by Xxxxx Systems with no markup on such benefits or other amounts.

ARTICLE 8

INTELLECTUAL PROPERTY AND CONFIDENTIALITY

8.1 Confidential Information

(a) Defined. Each Party agrees that all information of the other Party, including but not limited to:

(i) information regarding the other Party’s trade secrets, business activities and plans;

(ii) information regarding the other Party’s customers, vendors suppliers, and other business partners,

(iii) information regarding the other Party’s marketing, engineering, and financial strategy and information, business methods, data contained in the systems and market segmentation related thereto;

(iv) information regarding the other Party’s technologies, systems, and processes, as well as other financial, business, and technical information, research, designs, plans, compilations, methods, techniques, procedures

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and know-how communicated, accessed by, or revealed, transmitted, processed, stored, archived, or maintained in connection with this MSA or its performance;

(v) information provided by or on behalf of the other Party’s Affiliates and, in the case of Newco, its Franchisees/Licensees in connection with the Services;

(vi) information of a third party, including customers and suppliers of the other Party, obtained or created in connection with the Services; and

(vii) the terms of this MSA;

regardless of whether any of the foregoing is in tangible or intangible form, and whether or not stored, compiled, or memorialized physically, electronically, graphically, photographically or in writing (collectively, “Confidential Information”).

All Confidential Information of the disclosing Party shall be treated as strictly confidential. Each Party’s Confidential Information shall be and remain the property of such Party. None of the other Party’s Confidential Information, or any part thereof, shall be sold, assigned, leased, or otherwise disposed of to any third-party by the other party, or commercially exploited by or on behalf of the other party, its employees or agents. Each Party shall cause its Affiliates and shall use commercially reasonable efforts to cause its Subcontractors and Personnel to comply with this Section 8.1 to the extent that they have access to the Confidential Information of the other Party. In addition, Newco shall use commercially reasonable efforts to cause its Franchisees/Licensees to comply with this Section 8.1 to the extent that they have access to Xxxxx Systems’ Confidential Information.

(b) Exceptions. Confidential Information shall not include information that (i) is known by the receiving Party without an obligation of confidentiality on the date of its disclosure to the receiving Party; (ii) is independently developed by the receiving Party without any use of or reliance on the disclosing Party’s Confidential Information; (iii) is or becomes publicly available without a breach of this MSA by the receiving Party; (iv) is disclosed to the receiving Party by a third person who is not required to maintain its confidentiality; or (v) is required to be disclosed by reason of legal or accounting requirements beyond the reasonable control of the receiving Party (including without limitation, requirements of the Securities and Exchange Commission or applicable securities regulations), provided, however, in such event, the Party subject to such legal or accounting requirement shall notify the other Party in writing promptly and shall cooperate reasonably with the other party at the other Party’s expense in seeking a protective order or other appropriate remedy. The receiving Party shall have the burden of proving the applicability of any of the foregoing exceptions.

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(c) Duty of Care. Each Party shall use at least the same degree of care as it employs with respect to its own Confidential Information of like importance but, in any event, no less than a reasonable degree of care, to avoid unauthorized disclosure or use of the other Party’s Confidential Information.

(d) Permitted Disclosure. Each Party may disclose Confidential Information only to its own officers, directors and employees and to its Subcontractors, consultants or advisors, and those of its Affiliates, Franchisees/Licensees, who reasonably need to know it for the purpose of performing their obligations under this MSA and who are under a duty of confidentiality with respect to such Confidential Information. Each Party shall be responsible to the other Party for any violation of this MSA by its officers, directors, employees, Subcontractors, consultants, advisors and its Affiliates.

(e) Impermissible Uses. Neither Party may use the other party’s Confidential Information to compete with, or to allow others to compete with, the other Party or for any purpose not in furtherance of this MSA. In addition, each Party shall:  (1) notify the other Party promptly of any material unauthorized possession, use, or attempted access to the other Party’s Confidential Information by any person or entity which may become known to such Party, (2) promptly furnish to the other Party full details of such unauthorized possession, use, or attempted access, (3) use reasonable efforts to cooperate with the other Party, at the other Party’s cost, in any litigation and investigation against third parties reasonably deemed necessary by the other Party to protect its proprietary rights in and to the Confidential Information, and (4) use its commercially reasonable efforts to prevent a recurrence of any such unauthorized possession, use, or attempted access of the other Party’s Confidential Information.

(f) Return of Confidential Information. Promptly after the expiration or termination of this MSA, each Party shall return promptly or, with the written consent of the other Party, destroy all of the other Party’s Confidential Information, except for (i) archival and backup copies that are not readily available for use (other than archival and backup copies of data and information specifically created as part of the Services and transferred to the Party for which the copy was created), (ii) records that are required by law or this MSA to be retained, and (iii) any item with respect to which a Party shall have been given ownership or a perpetual license, including without limitation, Newco’s and its Affiliates’ and Franchisees/Licensees’ rights to VRS, the GreenWay System and the Odyssey System, and any Derivative Works thereof and modifications, updates and enhancements thereto. Xxxxx Systems shall cause its Affiliates and shall use commercially reasonable efforts to cause the PSC Personnel to comply with the provisions of this Section 8.1(f). Newco shall cause its Affiliates and shall use commercially reasonable efforts to cause its Franchisees/Licensees, Subcontractors and the Newco Personnel to comply with the provisions of this Section 8.1(f).

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(g) Injunctive Relief. Each Party agrees that in the event of a breach or threatened breach by the other Party, including its officers, directors, employees, consultants or advisors, of the provisions of this Section 8.1, the non-breaching Party shall have no adequate remedy in money damages and, accordingly, shall be entitled to seek an injunction against such breach, in addition to any other legal or equitable remedies available to it.

(h) Survival. The Parties’ duties under this Section 8.1 shall expire five years after disclosure of the relevant Confidential Information, notwithstanding any earlier termination of this MSA, provided that such Confidential Information is not a trade secret (as determined by applicable law). The Parties’ duties under this Section 8.1 with respect to Confidential Information that is a trade secret shall continue for so long as such Confidential Information remains a trade secret.

8.2 Residual Knowledge

(a) Rights of Xxxxx Systems. Newco acknowledges that Xxxxx Systems is in the business of providing information technology services. Without limiting Xxxxx Systems’ obligations with regard to Confidential Information under Section 8.1, Newco acknowledges that Xxxxx Systems shall:  (i) have the right to provide services or resources to Xxxxx Systems’ other customers or other third parties that are similar to the activities performed or resources provided by Xxxxx Systems hereunder, and (ii) be free to use the residual knowledge of a general nature retained by PSC Personnel in a non-tangible form; provided that the use of the residual knowledge does not violate a patent owned by Newco or any of its Affiliates, or any other intellectual property or proprietary right of Newco, any of its Affiliates or the Franchisees/Licensees.

(b) Rights of Newco. Without limiting Newco’s obligations with regard to Confidential Information under Section 8.1, Xxxxx Systems acknowledges that Newco shall:  (i) have the right to provide services or resources to Newco’s other customers or other third parties that are similar to the activities performed or resources provided by Xxxxx Systems hereunder, and (ii) be free to use the residual knowledge of a general nature retained by Newco Personnel in a nontangible form; provided that the use of the residual knowledge does not violate a patent owned by Xxxxx Systems or any of its Affiliates, or any other intellectual property or proprietary right of Xxxxx Systems, its Affiliates or any PSC Personnel (including but not limited to the architecture, interfaces or implementation of Odyssey that is entitled to protection under United States copyright, patent or trade secret law).

8.3 PSC Software, Tools and Methodologies   Subject to the terms and conditions of this Section 8, any software that is proprietary to Xxxxx Systems that exists prior to the Effective Date, and that Xxxxx Systems uses or to which Xxxxx Systems provides Newco access (“PSC Software”) and any pre-existing or independently developed tools or methodologies which are proprietary to Xxxxx Systems and used in connection with the activities contemplated by this MSA (“PSC Tools”), including any modifications to any

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PSC Software and the PSC Tools, shall be and remain the property of Xxxxx Systems, and Newco shall have no rights or interests therein except as provided herein or in a Change Order; provided, however, that Newco shall have an irrevocable, perpetual license to use all PSC Software and PSC Tools as are reasonably necessary or appropriate for Newco and its Affiliates and Franchisees/Licensees to benefit from the rights and Services provided hereunder. Xxxxx Systems shall not install any PSC Software or PSC Tools on any hardware owned by Newco or its Affiliates without Newco’s prior written approval, which approval will not be unreasonably withheld. Newco hereby consents to the installation of all PSC Software and PSC Tools that is already installed on hardware owned by Newco or its Affiliates on the Effective Date. A complete list of PSC Software and PSC Tools as of the Effective Date is attached to this MSA as Schedule 8.3. This list shall be updated only upon mutual agreement of the Parties.

8.4 Other Proprietary Rights

(a) As used in this MSA, the term “Intellectual Property Rights” means, collectively, all rights under patent, trademark, copyright and trade secret laws, and all other intellectual property, industrial property, and proprietary rights recognized in any jurisdiction worldwide, including moral rights and similar rights. Except as expressly stated otherwise in this MSA, each Party’s Intellectual Property Rights shall remain the sole and exclusive property of such Party and nothing in this MSA shall be construed to grant the other Party any ownership right in such Intellectual Property Rights.

(b) Except as otherwise set forth in Sections 8.3 and 8.7 of this MSA, Xxxxx Systems agrees that all computer software, documentation, and other materials, works or work product of any kind developed for Newco or its Affiliates as a result of any Services provided under this MSA shall be works made for hire and the exclusive property of Newco, including without limitation all Intellectual Property Rights in and to any such computer software, documentation and other materials, works or work product. Accordingly, Xxxxx Systems assigns, and agrees to assign (and shall cause the PSC Personnel, including Xxxxx Systems’ Affiliates and Subcontractors, to assign and agree to assign), without any requirement of further action on consideration, all right, title and interest, including all Intellectual Property Rights, in or to any such computer software, documentation and materials to Newco.

(c) Newco hereby grants Xxxxx Systems a non-exclusive, worldwide, fully paid-up license for the Term to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, perform, display, and otherwise use Newco’s and its Affiliate’s Intellectual Property Rights solely as necessary to provide the Services to Newco, Newco’s Affiliates and the Franchisees/Licensees.

8.5 Trademark Protection   Each Party agrees that:  (i) it shall not use the other Party’s Trademarks (or the Trademarks of any of such Party’s Affiliates) without the prior written consent of the appropriate entity, except to the extent necessary for such party to fulfill its

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obligations under this MSA, or use any such Trademarks in a manner likely to diminish the other Party’s Trademark’s commercial value; (ii) it shall not knowingly use or permit the use of any xxxx, name, or image likely to cause confusion with the other Party’s Trademarks; (iii) it shall not knowingly use or permit any third party to use the other Party’s Trademarks without such other Party’s consent; (iv) all goodwill and other benefits associated with use of the other Party’s Trademarks shall inure to the other Party; and (v) all use of the other Party’s Trademarks shall be in accordance with the applicable Trademark usage policies of the other Party, and either Party shall have the right to audit the other Party’s use of any Trademarks and the quality of any services provided in connection therewith. Any Party shall obtain the prior written approval of the other Party hereto prior to the dissemination or distribution of any materials incorporating or bearing any of the other Party’s Trademarks. Any materials that are substantially similar to materials previously approved do not have to be resubmitted for approval. As used in this MSA, the term “Trademarks” means, collectively, the trademarks, service marks, trade names, logos or other commercial or product designation(s) of a Party, authorized in writing by the Party for use under and in the course of performing this MSA. Each Party hereby gives the other Party written consent to use its principal Trademarks in connection with presentations and related materials where the other Party needs to identify the Trademark holder as a vendor or customer, subject to clause (v) of this Section 8.5.

8.6 Functionally Similar Software   Notwithstanding the foregoing provision, nothing in this MSA is intended to prohibit either Party or any of its agents from developing or acquiring software that may be functionally similar to the existing Software systems provided that, in so doing, such Party does not violate the terms of this MSA, including without limitation the confidentiality provisions above.

8.7 Rights in GreenWay 1.0, Odyssey and VRS

(a) GreenWay 1.0. As between Xxxxx Systems and Newco and its Affiliates, Europcar shall continue to own all right, title and interest, including all Intellectual Property Rights, in GreenWay 1.0, subject to the GreenWay License, as amended in the Odyssey License and in Section 8.7(c)(ii). Certain provisions of the National Agreement, including, without limitations, Section 6.1(a), (b), (c) and (e) thereof and the Odyssey License survived (i) the termination of the National Agreement as provided in the National Termination Agreement, and (ii) the termination of the ANC Agreement as provided in the Termination Agreement, and set forth certain license rights granted by Xxxxx Systems to National and certain rights granted by National to Xxxxx Systems. In the event of any conflict between the terms of the GreenWay License or the Odyssey License and this MSA, the provisions of this MSA shall control.

(b) Derivative Works, Additions and Enhancements.

(i) As between Xxxxx Systems and Newco and its Affiliates, Xxxxx Systems shall own all right, title and interest, including all Intellectual Property

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Rights, in and to the GreenWay Modifications and the Odyssey Modifications, except:

(A) the GreenWay License, as modified by the Odyssey License and Section 8.7(c);

(B) that portion of the GreenWay Modifications and the Odyssey Modifications constituting Newco Proprietary Information described in Schedule 8.7(b), and

(C) the Legacy Customizations and the Non-Legacy Customizations.

(ii) As between Xxxxx Systems and Newco, Newco shall own the VRS Modifications (except the Maintenance Modifications).

(c) Assignment and Extension of Rights.

(i) Assignment. Xxxxx Systems hereby consents to the assignment of the GreenWay License and the Odyssey License from National to Newco.

(ii) Amendment. On the Effective Date, the GreenWay License and the Odyssey License shall be, and hereby are, amended to grant to Newco, Newco’s Affiliates and Franchisees/Licensees a perpetual, non-exclusive, non-transferable, fully-paid sublicense to copy, use, perform, distribute and make Derivative Works from the GreenWay System and the Odyssey System, both in object code and in source code forms, for the internal use of Newco and its Affiliates, which internal use includes the operational support of the Franchisees/Licensees and any future franchisees and licensees of Newco or its then-current Affiliates.

(iii) VRS. On the Effective Date, Xxxxx Systems shall grant, and hereby does grant, to Newco a perpetual, non-exclusive, non-transferable, fully-paid license to copy, use, perform, distribute and make Derivative Works from the VRS, both in object code and in source code forms, for the internal use of Newco and its Affiliates, which internal use includes the operational support of the Franchisees/Licensees and any future franchisees and licensees of Newco or its Affiliates.

(d) Consequences and Effectuation of Agreement Termination. The GreenWay License, the Odyssey License and the licenses granted in clause (c) above shall survive the expiration and any termination of this MSA. Such licenses shall terminate immediately upon Xxxxx Systems providing Newco with at least one hundred eighty (180) Days prior notice if an arbitrator, arbitration panel or court of competent jurisdiction, as the case may be, has finally determined, without any further right of Newco to appeal, that there has been a material and uncured breach by Newco or any of its Affiliates under Section 8.1 involving the design, source code, object code, or documentation of the GreenWay System or the Odyssey System.

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8.8 Ownership of Newco Data   All data of Newco and its Affiliates and Franchisees/Licensees (and all derivatives thereof) (collectively, the “Newco Data”) is, or will be, and shall remain the property and Confidential Information of Newco. Newco Data shall not, without Newco’s approval (in its sole discretion) be, (1) used by Xxxxx Systems or PSC Personnel other than in connection with providing the Services and applicable laws, (2) disclosed in contravention of this MSA or applicable laws, sold, assigned, leased or otherwise provided to third parties by Xxxxx Systems or PSC Personnel or (3) commercially exploited by or on behalf of Xxxxx Systems or PSC Personnel. Xxxxx Systems hereby irrevocably assigns, transfers and conveys, and shall cause PSC Personnel to irrevocably assign, transfer and convey, to Newco without further consideration all of its and their present and future right, title and interest in and to Newco Data. Upon request by Newco, Xxxxx Systems shall execute and deliver, and shall cause PSC Personnel to execute and deliver, any documents that may be necessary or desirable under any Federal, state, local, foreign or international law, rule or regulation to preserve, or enable Newco to enforce, its rights hereunder with respect to Newco Data. Without limiting any other obligation under this MSA:

(a) Xxxxx Systems shall establish and maintain commercially reasonable safeguards against the destruction, loss, or alteration of Newco Data in the possession of PSC Personnel which are no less rigorous than those maintained by ANC immediately prior to the Effective Date, and, except as otherwise provided in the Operations Procedures Manual, shall be no less rigorous than those generally maintained by Xxxxx Systems for its own information of a similar nature or importance; and

(b) Xxxxx Systems shall institute commercially reasonable systems security measures to guard against the unauthorized access, alteration or destruction of Newco Data, subject to Newco’s agreement to pay for any Hardware or Software necessary to meet the requirements set forth in the Information Services Security Document to be agreed by the Parties. Unless otherwise agreed by the Parties in the Information Services Security Document, such measures shall include the installation of Software which:  (1) requires all users to enter a user identification number and password prior to gaining access to Newco’s information systems; (2) controls and tracks the addition and deletion of users; and (3) controls user access to areas and features of the systems housing Newco Data.

8.9 Return of Data   Upon request by Newco after the expiration or termination of this MSA, Xxxxx Systems shall (1) at Newco’s expense, promptly return to Newco, in the format and on the media requested by Newco, all or any part of Newco Data and (2) erase or destroy all or any part of Newco Data in Xxxxx Systems’ possession, in each case to the extent so requested by Newco provided that such request does not contravene any applicable law or regulation. To the extent that such return, erasure or destruction prevents Xxxxx Systems from performing any portion of the Services, Newco shall relieve Xxxxx Systems from its obligation to perform such portion of the Services, for so long as such return, erasure or destruction prevents Xxxxx Systems from so performing such portion of the Services.

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8.10 Data Privacy   If for any reason Xxxxx Systems obtains any personal nonpublic information or data with respect to any customer or client of Newco, including information with regard to any individual, any domain names, user names, addresses, passwords or other personally identifying information (collectively “Personal Information”), Xxxxx Systems agrees not to use such information for any purpose for itself or any third party except to the extent, and only for so long as, required to perform a specific obligation of Xxxxx Systems hereunder. Xxxxx Systems agrees not to disclose Personal Information to any third person and to limit internal disclosure to those of Xxxxx Systems’ employees that are required to possess such information in order to perform a specific obligation of Xxxxx Systems hereunder. Xxxxx Systems shall comply with all applicable laws respecting the use and distribution of Personal Information, including without limitation, any opt-out, or declination to opt-in, to any disclosure of Personal Information under any applicable law, regulation or rule. Notwithstanding the foregoing, Xxxxx Systems shall have no obligation to identify or interpret any laws or regulations involving the disclosure or use of Personal Information in connection with Newco’s Business.

8.11 Developed Software Rights

(a) Ownership. Except as provided in Section 8.7 and this subsection, Newco shall own the Intellectual Property Rights to all Software developed as part of the Services by Xxxxx Systems and delivered to Newco after the Effective Date, including (i) all Derivative Works of, and all additions or enhancements to, Newco Software or, as between Newco and Xxxxx Systems, Third Party Software, (ii) the Legacy Customizations and the Non-Legacy Customizations and (iii) the source code to and content of all web sites of Newco and its Affiliates, but excluding any Derivative Works of, and any additions or enhancements to, PSC Software (including any related Embedded Software) (“Developed Software”). Xxxxx Systems hereby assigns and shall cause the PSC Personnel to assign to Newco the Intellectual Property Rights to the Developed Software, which shall be deemed “works for hire.”  Xxxxx Systems may from time to time request that Newco grant to Xxxxx Systems a license to the Developed Software for itself and for its customers (excluding any direct competitors of Newco or its Affiliates in the Business) on such terms as the parties agree are commercially reasonable. Xxxxx Systems hereby grants to Newco and its Affiliates and Franchisees/Licensees a perpetual, transferable, non-exclusive, paid-up license to use and practice any patent rights or trade secrets, whether now or in the future existing, that are embedded in the Developed Software that are owned by Xxxxx Systems as part of the Developed Software. Xxxxx Systems agrees that it will provide to Newco a copy of the source code and documentation for the Developed Software at the time Xxxxx Systems installs the Developed Software for use.

(b) Embedded Software. The term “Embedded Software” is defined to mean pre-existing software identified in Schedule 8.11(b) that is owned by Xxxxx Systems and software licensed by Newco or Xxxxx Systems from a third party that is embedded in the Developed Software. Xxxxx Systems shall retain its rights to any Embedded Software that is owned by Xxxxx Systems, provided, however, that

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Xxxxx Systems grants to Newco and its Affiliates and Franchisees/Licensees a perpetual, transferable, non-exclusive, paid-up license to use, modify, and enhance the Embedded Software that is owned by Xxxxx Systems as part of the Developed Software. If any Embedded Software is owned by a third party, then the terms of the applicable license shall define each Party’s rights to such Embedded Software. Xxxxx Systems agrees that it will not install on any Supported Hardware, use as part of the Developed Software, or use in connection with any Change Order any Embedded Software that is not generally made available to the public without obtaining Newco’s prior written consent and agreement to the terms of the applicable license.

8.12 Websites   The Parties agree and acknowledge that, as between Newco and Xxxxx Systems, all Newco Websites, including without limitation, the Alamo Website and the National Website, are the exclusive property of Newco, including, without limitation, all Intellectual Property Rights embodied in or represented by each Newco Website. To the extent Xxxxx Systems may have any Intellectual Property Rights in or to any Newco Website, Xxxxx Systems shall and hereby does assign irrevocably, without the need of any further action or consideration, to Newco all right, title and interest in and to each Newco Website and related Intellectual Property Rights from the moment of creation and fixation in tangible form, including any copyright rights in or to the Newco Websites. For purposes of this Section, the following shall apply:

(a) “Alamo Domain Name” means the “xxxxx.xxx” domain name, and any other domain names used or maintained by or for Alamo from time to time.

(b) “Alamo Website” means the user interface, functionality and Content made available from time to time under the Alamo Domain Name, including, without limitation, all HTML files, Java files, graphics files, animation files, data files, technology, scripts and programs, both in executable code and source code form, and any documentation related to the Alamo Website.

(c) “Content” means all text, pictures, sound, graphics, video and other data and materials.

(d) “National Domain Name” means the “xxxxxxxxxxx.xxx” domain name, and any other domain names used or maintained by or for National from time to time.

(e) “National Website” means the user interface, functionality and Content made available form time to time under the National Domain Name, including, without limitation, all HTML files, Java files, graphics files, animation files, data files technology, scripts and programs, both in executable code and source code form and documentation related to the National Website, except for the Odyssey Interface to the Website.

8.13 Further Assurances   Without limiting any other obligation under this MSA, each party further agrees to give testimony and execute documents and to take such further acts (at the other party’s expense) reasonably requested by the other party to evidence, secure,

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acquire, transfer, maintain, perfect, and enforce its respective ownership and Intellectual Property Rights described in this MSA.

ARTICLE 9

DISASTER RECOVERY AND BUSINESS CONTINUITY

9.1 Disaster Recovery

(a) Xxxxx Systems Disaster Recovery Plan. Xxxxx Systems shall maintain disaster recovery and backup processes and procedures through which Xxxxx Systems will be able to perform its obligations hereunder and continue its business with minimal disruptions or delays. Xxxxx Systems shall provide Newco with a copy of its written plan or plans for disaster recovery, backup arrangements and business continuity, and shall promptly provide Newco with any updates or changes made thereto during the Term. In the event of a disaster, Xxxxx Systems shall implement all necessary disaster recovery plans such that the Services are reinstated in accordance with the Service Levels.

(b) Newco Disaster Recovery Plan. Xxxxx Systems shall develop, for Newco’s approval, and begin and diligently pursue implementing Newco’s disaster recovery plan for the recovery of application maintenance and development processes within six (6) months following the Effective Date. Xxxxx Systems shall periodically update and test the operability of all disaster recovery plans every six (6) months of the Term and shall certify to Newco following such update and testing that the disaster recovery plans are fully operational. Xxxxx Systems shall perform the Disaster Recovery Services set forth in Article 8 of Exhibit A. In the event of a disaster affecting a Service Location, Xxxxx Systems shall not increase any fees charged under this MSA, except that (i) Newco shall reimburse Xxxxx Systems for all out-of-pocket and incremental costs and expenses (A) incurred by PSC Personnel in connection with activating the disaster recovery plan in the event of an actual disaster (e.g., including travel, lodging and meals for PSC Personnel who travel to a Recovery Center (as such term is defined in Exhibit A)), and (B) paid by PSC to Third Party Vendors in connection with activating the disaster recovery plan in the event of an actual disaster, and (ii) to the extent services are required from PSC Personnel who are not ordinarily assigned to provide the Services to respond to an actual disaster, Newco shall pay for such PSC Personnel on a time and materials basis at the Additional Services rates.

9.2 Business Continuity   Xxxxx Systems shall develop, for Newco’s approval, and begin and diligently pursue implementing within six (6) months following the Effective Date a business continuity plan for the continued delivery of the Services upon the occurrence of a disruptive event which does not require execution of the disaster recovery plan. As part of such plan, Xxxxx Systems will implement a combination of equipment, software and network connectivity at an alternate location, such that, within the time mutually agreed upon by the parties, but no more than sixty (60) hours, following a loss of a Service, Xxxxx Systems will recover and fully furnish such Service. Newco shall have financial responsibility for all such equipment, software and network connectivity, and all related

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facilities, costs and expenses, as a Retained Expense. Xxxxx Systems shall periodically update and test the operability of all business continuity plans every six (6) months during the Term and shall certify to Newco following such update and testing that the business continuity plans are fully operational. In the event of an applicable disruptive event, Xxxxx Systems shall perform all appropriate business continuity plans. In the event that it performs the business continuity plan, Xxxxx Systems shall not increase any fees charged under this MSA, except that (i) Newco shall reimburse Xxxxx Systems for all out-of-pocket and incremental costs and expenses (A) incurred by PSC Personnel in connection with activating the business continuity plan in the event of an actual business disruption (e.g., including travel, lodging and meals for PSC Personnel who travel to a Recovery Center (as such term is defined in Exhibit A)), and (B) paid by PSC to Third Party Vendors in connection with activating the business continuity plan in the event of an actual business disruption, and (ii) to the extent services are required from PSC Personnel who are not ordinarily assigned to provide the Services to respond to an actual business disruption, Newco shall pay for such PSC Personnel on a time and materials basis at the Additional Services rates.

ARTICLE 10

TERM AND TERMINATION

10.1 Term   The term of this MSA shall commence as of the Effective Date and shall expire on the eve of the tenth (10^th) anniversary of the Effective Date at 11:59 P.M., unless terminated earlier in accordance with this Article 10 (the “Initial Term”; the Initial Term, as extended by the Extension Period(s) (defined below), is referred to in this MSA as the “Term”).

10.2 Renewals   Unless this MSA is terminated earlier in accordance with its terms, Newco shall notify Xxxxx Systems in writing pursuant to this Section at least one hundred eighty (180) days prior to the termination of the Initial Term as to whether Newco desires to extend the Initial Term. If Newco provides Xxxxx Systems with notice that it desires to extend the Initial Term and the Parties have not agreed on the applicable terms and conditions with respect to the renewal of this MSA sixty (60) days prior to the termination of the Initial Term, then the term of this MSA shall extend for a period (the “Extension Period”) of twelve (12) months after the end of the Initial Term, on the terms and conditions in effect as of the expiration of the Initial Term. If during the Extension Period, the Parties are unable to reach agreement on the terms and conditions with respect to the renewal of this MSA, this MSA shall expire at the end of the Extension Period.

10.3 Termination for Cause   Except as otherwise provided and without limiting any other termination rights under this MSA, if either Party materially breaches any of its duties or obligations under this MSA (other than a failure by Newco to pay covered by Section 10.5), and fails to cure such material breach within sixty (60) days (or within a reasonable period for any breach that the breaching Party demonstrates to the reasonable satisfaction of the other Party cannot reasonably be cured within sixty (60) days after receipt of written notice from the other Party specifying such breach), then the non-breaching Party may, by giving prior notice to the breaching Party, terminate this MSA as of the date specified in the notice of termination.

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10.4 Termination for Service Level Performance

(a) Critical Service Levels. If Xxxxx Systems fails to meet the minimum Service Level for any Critical Service for three consecutive months, Newco shall have the right, exercisable within thirty-five (35) days after the end of the third consecutive month, to terminate this MSA by giving Xxxxx Systems at least thirty (30) Days (but not greater than one hundred eighty (180) Days) prior written notice of its intention to terminate this MSA (“Notice Period”), unless the failure to meet the minimum Service Level during any of such three consecutive months was caused primarily as a result of Force Majeure or the acts or failures to act of Newco, any Supported Affiliate, any Franchisee/Licensee or any third party other than PSC Personnel or a Subcontractor of Xxxxx Systems. During such Notice Period, Xxxxx Systems may seek to cure the problems that caused the applicable Service Level to be missed and, if Newco is reasonably satisfied that the problems have been cured, then Newco shall rescind its notice in writing, provided that Newco shall have the right, by giving written notice to Xxxxx Systems, to reinstate such notice, without extending the aggregate duration of the Notice Period, if the same problems recur during the first ninety (90) days of the Notice Period.

(b) Three Months Performance. If Xxxxx Systems becomes obligated to issue Service Level Credits in the maximum amount provided in Section 7.3 for three consecutive months, Newco shall have the right, exercisable within thirty-five (35) days after the end of the third consecutive month, to terminate this MSA by giving Xxxxx Systems at least thirty (30) Days (but not greater than one hundred eighty (180) Days) prior written notice of its intention to terminate this MSA (“Notice Period”). During such Notice Period, Xxxxx Systems may seek to cure the problems that caused the applicable Service Level Credits to be issued and, if Newco is reasonably satisfied that the problems have been cured, then Newco shall rescind its notice in writing, provided that Newco shall have the right, by giving written notice to Xxxxx Systems, to reinstate such notice, without extending the aggregate duration of the Notice Period, if the same problems recur during the first ninety (90) days of the Notice Period.

10.5 Termination for Non-Payment   If Newco or Xxxxx Systems fails to pay when due any undisputed amount under this MSA and fails to cure such nonpayment or fails to comply with Section 7.8(b) within thirty (30) days after receipt of written notice from the other party specifying such breach, then the non-breaching party may, by giving prior written notice to the breaching party, terminate this MSA as of a date specified in such notice. In the event either party terminates this MSA, Xxxxx Systems shall provide termination assistance in accordance with this MSA including Section 10.10.

10.6 Termination for Insolvency; Bankruptcy   Either Party may terminate this MSA if the other Party (i) files for bankruptcy; (ii) becomes or is declared insolvent or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it; (iii) makes an assignment for the benefit of all or substantially all of its creditors; (iv) is unable to pay its debts generally as they come due; or (v) enters into an agreement for the composition, extension, or readjustment of substantially all of

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its obligations, by giving written notice to the other party of its intention to terminate this MSA as of a date specified in the notice, which shall not be less than ninety (90) days after the date of the notice. This MSA shall terminate on the date set forth in the notice.

10.7 Termination for Convenience   At any time after the first four (4) years of the Initial Term, Newco shall have the right to terminate this MSA for its convenience by (i) giving Xxxxx Systems at least one hundred eighty (180) days prior written notice of termination, and (ii) paying to Xxxxx Systems, within ten (10) Days after receiving an invoice for such amounts, a Termination Fee in the amount set forth in Section 3.1 of Exhibit C. Newco’s payment of such Termination Fee will not be deemed to limit in any way Newco’s obligation to pay Xxxxx Systems any other amounts owed by Newco to Xxxxx Systems under this MSA in connection with Services provided on or before the termination date of this MSA or thereafter during the Transition Assistance Period.

10.8 Termination for Critical Service Failures

(a) Termination for Critical Services Failure - Force Majeure. Notwithstanding Section 13.5 of this MSA, if (i) an event of Force Majeure, a third party service failure (other than actions or failures to act by Newco, any Newco Affiliate, or any Franchisee/Licensee), or a defect or error in the Transitioned Applications that was reported prior to the completion of the Transition Period prevents Xxxxx Systems from performing the Services designated in Schedule 10.8 as “mission critical” (the “Critical Services”) and (ii) Newco or any of its Affiliates or Franchisees/Licensees is unable to operate its business for more than sixty (60) hours (excluding scheduled downtime) during any thirty (30) day period during the Term due to the unavailability of a Critical Service, then Newco shall have the right, during the following thirty (30) day period, to terminate this MSA, in whole or in part, with respect to such Critical Service, without termination fees or further liability to Xxxxx Systems, provided that, to the extent such Critical Services are performed from Newco facilities or utilizing Newco equipment or software, Newco’s disaster recovery and business continuity plans reasonably permit Xxxxx Systems to restore such Critical Service.

(b) Termination for Critical Services Failure – Mission Critical. If Xxxxx Systems fails to provide any one of the Critical Services (except, during the Transition Period, any Transitioned Applications that may constitute a Critical Service) to Newco or the Supported Affiliates primarily as a result of the acts or failures to act of PSC Personnel for more than sixty (60) hours (excluding scheduled downtime) during any thirty (30) day period during the Term, then Newco shall have the right, during the following thirty (30) day period, to terminate this MSA, in whole or in part, with respect to such Critical Service, without termination fees or further liability to Xxxxx Systems.

(c) Termination for Other Services Failure. If (i) Xxxxx Systems fails to make available for regular use any Supported System other than a Supported System designated as a Critical Service (except for, during the Transition Period, any Transitioned Applications that may constitute Critical Services) primarily as a

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result of the acts or failures to act of PSC Personnel, and (ii) Xxxxx Systems does not cure such failure within five (5) days after the earlier of the time Xxxxx Systems becomes aware of the failure or the time Newco delivers a notice to Xxxxx Systems or, if such failure cannot reasonably be cured within such five (5) day period, provide Newco with a work-around that ends such failure within such five (5) day period, then Newco shall have the right, during the thirty (30) day period after such failure began, to terminate this MSA, without termination fees or further liability to Xxxxx Systems.

10.9 Termination for Change in Control of Xxxxx Systems . Newco shall have the right to terminate this MSA within ninety (90) days following a change in Control of Xxxxx Systems by (i) giving Xxxxx Systems at least ninety (90) days prior written notice of termination, and (ii) paying to Xxxxx Systems, within ten (10) Days after receiving an invoice for such amounts, a Termination Fee in the amount set forth in Section 3.1 of Exhibit C, provided that such Termination Fee shall not be payable in the event Control of Xxxxx Systems becomes vested in any one or a group of entities listed on Schedule 10.9. Newco’s payment of such Termination Fee (if required) will not be deemed to limit in any way Newco’s obligation to pay Xxxxx Systems any other amounts owed by Newco to Xxxxx Systems under this MSA in connection with Services provided on or before the termination date of this MSA or thereafter during the Transition Assistance Period.

10.10 Termination Assistance

(a) Obligation. Upon expiration or termination of this MSA (or any part thereof), Xxxxx Systems will, at Newco’s request, provide the Termination Assistance Services described in Schedule 10.10 (in connection with the terminated Services) (the “Termination Assistance Services”) for a period of up to six months following the effective date of such expiration or termination (the “Termination Assistance Period”).

(b) Compensation. Newco will pay Xxxxx Systems in advance for the Termination Assistance Services and out-of-pocket expenses described in Sections 10.9(c) and (d) on either (i) a time and materials basis at the rates set forth in Attachment C-3 to Exhibit C, or (ii) another mutually acceptable basis. After the expiration or termination of this MSA, Newco will pay Xxxxx Systems in advance for that portion of any PSC Data Center facilities occupied by Newco at Xxxxx Systems’ standard commercial rates for such facilities. Newco will pay Xxxxx Systems, on the first day of each month and as a condition to its obligation to provide such assistance, an amount equal to Xxxxx Systems’ reasonable estimate of the total amount payable to Xxxxx Systems for such assistance for that month. Xxxxx Systems will invoice Newco on or about the fifth day of the following month for the actual costs incurred by Xxxxx Systems in providing such assistance. Such invoice will reflect any adjustments necessary (including a credit or refund of any overpayment by Newco) to reconcile the amounts paid by Newco (as estimated by Xxxxx Systems) and the charges actually incurred. Upon completion of such assistance, Xxxxx Systems shall refund promptly to Newco any paid, but unearned, fees paid to Xxxxx Systems.

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(c) Hardware, Software and Third Party Service Contracts. On the termination or expiration date, (i) Xxxxx Systems shall assign, and Newco shall assume, each Supported Software license, each Supported Hardware lease and each Managed Contract under this MSA by executing and delivering to Newco an Assignment and Assumption Agreement in an agreed form, and (ii) Xxxxx Systems shall assign and convey any Supported Hardware owned or possessed by Xxxxx Systems to Newco and, if such Hardware shall be owned by Xxxxx Systems, by executing and delivering to Newco a Xxxx of Sale in an agreed form. In connection with the assignment and conveyance of such Managed Assets, Newco shall pay to Xxxxx Systems on the date of termination of this MSA an amount equal to Xxxxx Systems’ aggregate net book value for any such Managed Assets that are then owned by Xxxxx Systems and the cost for which Xxxxx Systems shall not have been reimbursed by Newco or any of its Affiliates. If, on the termination or expiration date, any of the Supported Hardware is located at a PSC Data Center, Newco shall, at its sole cost and expense, cause such Hardware to be relocated to another facility selected by Newco in its sole discretion by the end of the Termination Assistance Period.

(d) Description of Termination Assistance Services. During the Termination Assistance Period, Xxxxx Systems will cooperate with Newco and its designees and provide the assistance reasonably requested by Newco or its designee(s) to allow Newco’s business operations to continue without material interruption or adverse effect and to facilitate the orderly transfer of responsibility for the Services then being provided by Xxxxx Systems to Newco or its designees.

10.11 Return of Xxxxx Systems Tools   Upon termination or expiration of this MSA, at the request of Newco, Xxxxx Systems shall grant to Newco, on such commercially reasonable terms as the Parties agree a license to any of the PSC Software and the PSC Tools being used to provide the Services on, or with six months before, such termination or expiration, for the internal use of Newco and the Supported Affiliates in the operation, maintenance and support of the Supported Systems (the “Tools License”). If (i) the PSC Software or the PSC Tools licensed to Newco under Section 8.3 were improved primarily by PSC Personnel while providing the Services, or (ii) Newco separately paid for such PSC Software or PSC Tools, then the Tools License will be granted by Xxxxx Systems without payment of a separate license fee or royalty. If (i) the PSC Software or the PSC Tools licensed to Newco under Section 8.3 were improved in part by PSC Personnel while providing the Services, or (ii) Newco otherwise paid for part of such improvements, then the Tools License will be granted by Xxxxx Systems for a separate license fee that takes into account the financial contribution made by Newco to such improvements.

10.12 Partial Discontinuance

(a) Independent of Newco’s rights to terminate this MSA under Article 10, Newco may discontinue components of the Base Services pursuant to Subsection 10.12(b) below, provided that such Subsection shall not be construed to allow Newco to discontinue components that are subject to a termination right under

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Section 10.4 or 10.8 sooner than such sections would allow Newco to terminate this MSA.

(b) If (i) Xxxxx Systems fails to provide a material component of the Base Services or an Additional Service (except for, during the Transition Period, a Transitioned Application) primarily as a result of the acts or failures to act of PSC Personnel, and (ii) Xxxxx Systems does not cure such failure within sixty (60) days after the earlier of the time Xxxxx Systems becomes aware of the failure or the time Newco delivers a notice to Xxxxx Systems regarding such failure or, if such failure cannot reasonably be cured within such sixty (60) day period, provide Newco with a work-around that ends such failure during such sixty (60) day period, then Newco shall have the right, during the sixty (60) day period after such failure began, to terminate this MSA solely with respect to such material component, without termination fees or further liability to Xxxxx Systems. In such event, the Annual Services Charge, ARC rates, RRC rates and other applicable charges will be equitably adjusted to reflect the termination of the discontinued Services.

ARTICLE 11

WARRANTIES AND CERTAIN COVENANTS

11.1 By Newco   Newco hereby warrants to Xxxxx Systems that:

(a) Good Standing. Newco (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is in good standing and authorized to do business in every jurisdiction where the failure so to do has a material adverse effect on Newco’s ability to perform its material obligations under this MSA, and (iii) has full corporate or other organizational power to own, lease, and operate its properties and assets, to conduct its business as that business is now being conducted, and to perform its obligations under this MSA.

(b) Authorization. This MSA has been duly authorized, executed and delivered by Newco and constitutes a valid and binding agreement of it, enforceable against it in accordance with its terms, subject to the provisions of the United States Bankruptcy Code and other laws generally affecting debtors’ rights.

(c) No Conflicts. Neither the execution nor delivery by Newco of this MSA, nor the performance by Newco of any of its respective obligations under this MSA, shall, in and of itself, result in the material breach of any term or provision of, or constitute a material default under, any charter or bylaw, or material agreement, order, law, rule or regulation applicable to it which adversely affects its ability to perform its material obligations hereunder. The foregoing does not extend to any breach or default to the extent directly caused by Xxxxx Systems.

(d) Supported Affiliates. When, if and as Newco requests Xxxxx Systems to provide any Services to Newco or a Supported Affiliate, the foregoing representations in this Section 11.1 shall be deemed to have been made by, and shall be binding

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upon, both Newco and such Supported Affiliate with respect to such Supported Affiliate.

(e) DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFIED IN THIS MSA, NEWCO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11.2 By Xxxxx Systems   Xxxxx Systems hereby warrants to Newco as follows:

(a) Good Standing. Xxxxx Systems (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (ii) is in good standing and is authorized to do business in each jurisdiction where the failure so to do has a material adverse effect on Xxxxx Systems’ ability to perform its material obligations under this MSA and (iii) has full corporate power to own, lease, and operate its properties and assets, to conduct its business as that business is now being conducted, and to perform its obligations under this MSA.

(b) Authorization. This MSA has been duly authorized, executed and delivered by Xxxxx Systems and constitutes a valid and binding agreement of it, enforceable against it in accordance with its terms, subject to the provisions of the United States Bankruptcy Code and other laws generally affecting debtors’ rights.

(c) No Conflicts. Neither the execution nor delivery by Xxxxx Systems of this MSA, nor the performance by it of any of its obligations under this MSA, shall result in the material breach of any term or provision of, or constitute a material default under, any charter provision or bylaw, or material agreement, order, law, rule or regulation applicable to it, which has a material adverse effect on Xxxxx Systems ability to perform its material obligations hereunder. The foregoing does not extend to any breach or default to the extent directly caused by Newco.

(d) Quality of Services. The Services under this MSA shall be performed in a competent and diligent manner in accordance with the highest then-current industry practices implemented by PSC Personnel of suitable training, skill and experience to perform such Services.

(e) Disabling Code. Xxxxx Systems shall not insert into the Software any Disabling Code, and Xxxxx Systems shall not knowingly invoke any Disabling Code at any time, including upon expiration or termination of this MSA, for purposes of self-help or any other surreptitious or wrongful reason. “Disabling Code” shall include any Viruses and any other computer code (i) designed to disrupt, disable, harm, or otherwise impede, in any manner, including aesthetic disruptions or distortions, the operation of the Supported Software or the Services, or any other associated software, firmware, hardware, computer system or network (sometimes referred to as “Trojan Horses”, “viruses”, “worms” or “Easter eggs”), (ii) that would disable the Supported Software or Services or impair in any way their operation based on the elapsing of a period of time, exceeding an authorized

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number of copies, advancement to a particular date or other numeral (sometimes referred to as “time bombs”, “time locks”, or “drop dead” devices) or (iii) that would permit any unauthorized person to access the Supported Software or Services to cause such disablement or impairment (sometimes referred to as “traps”, “access codes” or “trap door” devices), or any other similar harmful, malicious or hidden procedures, routines or mechanisms which would permit unauthorized access to such programs or cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations of Newco.

(f) Deliverable Quality. Each deliverable produced by Xxxxx Systems hereunder, or for which Xxxxx Systems otherwise has responsibility for the successful completion as a part of the Services, (i) shall conform to the reasonable acceptance test (which acceptance test shall be based on the applicable specifications and other mutually agreed criteria) or, in the case of deliverables other than software, the specifications, documentation and other criteria for such deliverable set forth or referred to in the applicable project plan, and (ii) if, after acceptance of any such deliverable, Newco identifies a material deviation from such criteria for that deliverable, Xxxxx Systems shall promptly correct such deviation without additional charge.

(g) Hardware and Software. Xxxxx Systems shall use reasonable commercial efforts to manage the Third Party Vendors who maintain the Supported Hardware and Supported Software under Managed Contracts for which Xxxxx Systems has administrative responsibility so that they operate substantially in accordance with their specifications, including:

(i) maintaining Hardware in good operating condition, subject to normal wear and tear;

(ii) undertaking repairs and preventive maintenance on Hardware in accordance with the applicable Hardware manufacturer’s recommendations; and

(iii) performing Software maintenance in accordance with the applicable Software vendor’s documentation and recommendations.

(h) Efficiency and Cost Effectiveness. To the extent Xxxxx Systems’ performance affects Xxxxx Systems’ charges under this MSA, Xxxxx Systems shall use commercially reasonable efforts to use efficiently the resources or services necessary to provide the Services and that with respect to chargeable resources it shall use commercially reasonable efforts to perform the Services in the most cost-effective manner consistent with the required level of quality and performance.

(i) Technology. Xxxxx Systems shall provide the Services using, consistent with the Change Control Process, proven, current technology, which is generally available

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whenever possible, that shall enable Newco to take advantage of technological advancements in its industry and support Newco’s efforts to maintain competitiveness in the markets in which it competes. This warranty is not intended to conflict with or enlarge specific provisions of this MSA (e.g., technology refresh) or conflict with Newco’s technology environment.

(j) Intellectual Property Rights. Xxxxx Systems has or will obtain all consents, licenses, permissions and releases necessary to grant Newco the rights granted hereunder, including but not limited to, those rights granted with respect to GreenWay 1.0, Odyssey and VRS.

(k) DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFIED IN THIS MSA, XXXXX SYSTEMS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.

11.3 Certain Covenants

(a) Compliance with Law. Newco shall comply, and shall cause the Supported Affiliates to comply, in all material respects with all Federal, state and local laws and regulations generally applicable to entities in the car rental business that relate to this MSA and shall obtain all applicable permits and licenses generally applicable to entities in the car rental business as required in connection with its obligations under this MSA. Xxxxx Systems and all parties acting on its behalf hereunder shall comply in all material respects with all Federal, state and local laws and regulations generally applicable to entities in the information technology services business that relate to this MSA and shall obtain all applicable permits and licenses generally applicable to entities in the information technology services business as required in connection with its obligations under this MSA. Each Party shall render reasonable cooperation to the other party to achieve such legal compliance. If and to the extent that any U.S. or other international export licenses may be required for the export of any software or equipment hereunder, the exporting Party shall be responsible for obtaining any such licenses. Each Party shall be solely responsible for determining whether such Party is in compliance with all laws or regulations affecting its internal operations.

(b) Third Party Equipment or Software Warranties. To the extent that Xxxxx Systems has the necessary rights, Xxxxx Systems shall pass through to Newco or its designee any third party warranties, indemnifications (including reimbursement of expenses and attorneys’ fees), and other benefits designed to protect the user or purchaser for equipment or software which Xxxxx Systems receives as procurement agent for Newco and will provide to Newco or its designee copies of the purchase agreements and service agreements for such equipment and the license and maintenance agreements for any such third party software.

(c) Prompt Payment of Subcontractors. Upon payment by Newco (provided the appropriate invoice has been submitted by Xxxxx Systems), Xxxxx Systems shall

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pay its Subcontractors and Xxxxx Systems used in connection with the Services all sums due and owing to such persons in accordance with the terms of its agreements with such Subcontractors and Xxxxx Systems.

(d) No Liens or Encumbrances. Xxxxx Systems shall not take any actions that would reasonably result in any liens or encumbrances of any kind or amount being placed upon any facilities, equipment or software used to render the Services to Newco under this MSA.

11.4 Viruses   For purposes of this MSA the term “Virus” shall mean:  (i) program code programming instructions or set of instructions intentionally constructed with the intent to wrongfully damage, interfere with, allow unauthorized access to or otherwise adversely affect computer programs, data files, or operations; or (ii) or other code typically designated to be a Virus. With respect to the technologies for which Xxxxx Systems has assumed operational control under this MSA, Xxxxx Systems will be responsible for:  (i) employing the commercially reasonable prevention procedures, detection mechanisms, and Virus response procedures approved by Newco in the Operations Procedures Manual to contain the infection and protect against vertical propagation; (ii) maintaining a Virus intervention program and documenting procedures; (iii) using the latest versions/releases of Virus protection software programs approved by Newco; and (iv) providing Newco with an incident report, in a mutually agreed upon format, in the event that a Virus causes loss of operational efficiency or loss of any data. Xxxxx Systems shall diligently test any PSC Software, PSC Tools, Developed Software and Embedded Software prior to loading them onto the Supported Hardware using commercially reasonable Virus detection and removal products purchased by Newco. Xxxxx Systems will perform such testing in accordance with a testing process that is reasonably acceptable to Xxxxx Systems and Newco under the Operations Procedures Manual.

If a Party believes or has reason to believe that a Virus has been introduced into the Supported Systems, Developed Software, PSC Software, PSC Tools, Embedded Software or Supported Hardware, each Party shall use commercially reasonable efforts to identify and neutralize such Virus and to mitigate any adverse effect thereof. Xxxxx Systems shall assist Newco in repairing or restoring as soon as, and to the extent, reasonably practicable any data or information damaged by such Virus.

Each Party shall use commercially reasonable efforts to ensure that no Viruses are introduced by any PSC Personnel or Newco Personnel, as the case may be, into the systems used under this MSA. Except for services that may be provided by PSC Personnel regularly assigned to provide the Services, Xxxxx Systems’ efforts (i) to identify and neutralize such Virus and to mitigate any adverse effect thereof, and (ii) to assist Newco in repairing or restoring any data or information damaged by such Virus shall be an Additional Service (except in the case where PSC Personnel willfully introduced such Virus, in which case such assistance shall be at Xxxxx Systems’ expense).

Xxxxx Systems agrees that, notwithstanding anything to the contrary herein, if a Virus is found to have been introduced into the systems used to provide the Services, Xxxxx

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Systems shall use commercially reasonable efforts at no additional charge to eliminate the Virus, to reduce the effects of the Virus and, if the Virus causes a loss of operational efficiency or loss of data, to mitigate and restore such losses, without additional PSC Personnel. The priority and intensity of the efforts undertaken by the Parties to identify and neutralize the Virus, and to repair or restore any affected data or information, shall be determined by the Parties based on their evaluation of the situation, based on such factors as the Parties deem appropriate, including but not limited to, the number of sites affected, the severity of the damage being caused, and the relative importance of the data and information affected.

ARTICLE 12

INDEMNITIES

12.1 Cross Indemnity   Each Party shall, and does hereby, indemnify, defend and hold harmless the other Party, their Affiliates, and their officers, directors, employees, agents, successors and assigns and, in the case of Newco, its Franchisees/Licensees (the “Indemnified Parties”) from and against any costs, claims, liabilities, damages and obligations, penalties, losses and expenses incurred by the Indemnified Parties (including, without limitation, reasonable attorneys’ fees and disbursements, costs of investigation, interest, fines, penalties, judgments and amounts paid in settlement) (collectively, “Damages”) or threatened damages directly or indirectly arising out of or resulting from any third party claim regarding (a) the death or bodily injury of any person caused by the negligence or willful misconduct of the indemnitor or any person acting on its behalf hereunder, or (b) the damage, loss or destruction of any real or tangible personal property caused by the negligence or willful misconduct of the indemnitor or any person acting on its behalf hereunder.

12.2 Xxxxx Systems Employment Indemnification   Xxxxx Systems shall, and does hereby, indemnify, defend and hold harmless Newco and its Indemnified Parties from and against any damages or threatened damages arising out of or resulting from an act or omission of Xxxxx Systems in Xxxxx Systems’ capacity as an employer (provided that such damages or threatened damages do not arise as a result of any contractual obligation of Newco or its Affiliates to its respective employee or employees).

12.3 Newco Employment Indemnification   Newco shall, and does hereby, indemnify, defend and hold harmless Xxxxx Systems and its Indemnified Parties from and against any damages or threatened damages arising out of or resulting from an act or omission of Newco or its Affiliates in Newco’s or its Affiliates’ capacity as an employer (provided that such damages or threatened damages do not arise as a result of any contractual obligation of Xxxxx Systems to its employee or employees).

12.4 Indemnification Procedures

(a) Notice of Indemnification Claim; Notice of Election. Promptly after receipt by any Indemnified Party under this Article 12 of notice of the commencement or threatened commencement of any civil, criminal, administrative, or investigative action or proceeding involving indemnified Damages or threatened Damages, the

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Indemnified Party shall notify the indemnitor thereof in writing. A failure or delay in giving timely written notice to the indemnitor shall not relieve its obligations under this Article 12 except to the extent that it can demonstrate prejudice attributable to such failure or delay. Within fifteen (15) days following receipt of written notice from the Indemnified Party relating to any claim, but no later than ten (10) days before the date on which any response to a complaint or summons is due, the indemnitor shall notify the Indemnified Party in writing if the indemnitor elects to assume control of the defense and settlement of that action or proceeding (a “Notice of Election”).

(b) Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall have sole control over the defense and settlement of such action or proceeding, provided, however, that:

(i) the Indemnified Party shall be entitled to participate in the defense of such action or proceeding and to employ counsel at its own expense;

(ii) the indemnitor shall not be liable to the Indemnified Party for any legal expenses incurred by the Indemnified Party in such action or proceeding;

(iii) the indemnitor shall obtain the prior approval of the Indemnified Party in respect of any non-cash aspects of a proposed settlement of such action or proceeding which could reasonably adversely affect the Indemnified Party before entering into such settlement or ceasing to defend such action or proceeding; and

(iv) any proposed settlement of such action or proceeding shall be subject to the indemnitor’s and Indemnified Party’s prior approval, which approval shall not be unreasonably withheld.

(c) Procedure Where No Notice Of Election Is Delivered. If the indemnitor does not deliver a Notice of Election within the required notice period, the Indemnified Party may defend such action or proceeding in such manner as it may deem appropriate, at the cost and expense of the indemnitor. The indemnitor shall promptly reimburse the Indemnified Party for all such costs and expenses, including reasonable attorneys’ fees, demand for which may be made periodically.

12.5 Subrogation   Upon payment of any indemnity in full under this Article 12, the indemnitor shall be subrogated to all rights of the Indemnified Party with respect to the claims to which such indemnification relates.

12.6 Intellectual Property Indemnity by Xxxxx Systems   Xxxxx Systems shall defend, indemnify and hold harmless Newco and its Indemnified Parties from and against any and all Damages directly or indirectly arising out of any third-party (i.e., a party other than Newco, any of its Affiliates or the Franchisees/Licensees) claims brought against any of Newco or its Indemnified Parties alleging that the Developed Software, the PSC Software, PSC Tools, or the Embedded Software that is owned by Xxxxx Systems

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infringes a third person’s Intellectual Property Rights anywhere in the world, except to the extent that such a claim is based on the requirements or specifications for Developed Software provided by Newco Personnel.

12.7 Intellectual Property Indemnity By Newco   Newco shall defend, indemnify and hold harmless Xxxxx Systems and its Indemnified Parties from any Damages directly or indirectly arising out of any third-party (i.e., a party other than Xxxxx Systems or any of its Affiliates) claims brought against any of Xxxxx Systems or its Indemnified Parties alleging that (i) to the extent based on the requirements or specifications of Developed Software provided by Newco Personnel, the Developed Software (ii) the Newco Software. or (ii) Xxxxx Systems’ use of the Supported Systems owned by Newco, infringes a third person’s Intellectual Property Rights anywhere in the world, except to the extent that such a claim is based on the Developed Software (other than with respect to Newco’s requirements or specifications), the PSC Tools or the Embedded Software that is owned by Xxxxx Systems.

12.8 Certain Third Party Claims   Except as specifically set forth in Section 12.6 and 12.7, neither Party shall seek indemnification from the other Party from and against any damages arising out of or resulting from any third-party claims brought against such Party’s use of the Supported Software and Embedded Systems and alleging that such use infringes such third party’s trademark, copyright, trade secret or patent. Instead, the affected Party shall seek indemnification from the owner or licensor of such Supported System or Embedded Software. Xxxxx Systems agrees to pass through to Newco any indemnification rights that it may have against the owner or licensor of the Supported Software and Embedded Software, and shall procure the necessary rights to do so

12.9 Infringement Indemnification Procedures

(a) Mitigation. Upon receiving notice of an infringement claim, the indemnitor may, in its sole discretion, (i) modify the allegedly infringing item to be non-infringing provided that the modification is of substantially equivalent functionality, (ii) replace the allegedly infringing item with a non-infringing item of substantially equivalent functionality, or (iii) if, in the indemnitor’s reasonable discretion, modification or replacement is not commercially practicable, obtain for the Indemnified Party the right to continue to use the item in accordance with the terms of this MSA. If the indemnitor elects to modify the allegedly infringing item, (A) the Indemnified Party shall, without charge, give the indemnitor all assistance and information necessary to allow the indemnitor to make such modifications as promptly as practicable at the indemnitor’s expense, and (B) all relevant inspection, test and acceptance criteria and schedules shall be revised as appropriate to reflect such modifications.

(b) Exclusions. Notwithstanding any other provisions of this Section 12.9, the indemnitor shall have no liability to the Indemnified Party for any claim of infringement to the extent such claim is based on the use or licensing of any portion of Developed Software or Supported Software that was:

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(i) modified by the Indemnified Party without the indemnitor’s involvement or approval if the claim reasonably relates only to such modification by the Indemnified Party;

(ii) not provided or recommended by the indemnitor to the Indemnified Party; or

(iii) due to a combination of non-infringing portions of Supported Software or Developed Software provided by the indemnitor and infringing portions provided by the Indemnified Party or some third party and such infringement is the result of such combination.

ARTICLE 13

DAMAGES AND LIMITATIONS OF LIABILITY

13.1 Limitation on Liability

(a) XXXXX SYSTEMS. THE LIABILITY OF XXXXX SYSTEMS HEREUNDER, WHETHER BASED ON CONTRACT, EQUITY, NEGLIGENCE, TORT, INTENTIONAL CONDUCT OR OTHERWISE, FOR ANY AND ALL EVENTS, ACTS OR OMISSIONS RELATING IN ANY WAY TO THIS MSA, SHALL NOT EXCEED, IN THE AGGREGATE, $25,000,000 (LESS THE AMOUNT OF ANY SERVICE LEVEL CREDITS PAID UNDER THIS MSA).

(b) NEWCO. THE LIABILITY OF NEWCO HEREUNDER, WHETHER BASED ON CONTRACT, EQUITY, NEGLIGENCE, TORT, INTENTIONAL CONDUCT OR OTHERWISE, FOR ANY AND ALL EVENTS, ACTS OR OMISSIONS RELATING IN ANY WAY TO THIS MSA, SHALL NOT EXCEED, IN THE AGGREGATE, $[REDACTED] (LESS THE AMOUNT OF ANY SERVICE LEVEL CREDITS PAID UNDER THIS MSA).

13.2 Consequential Damages   NEITHER XXXXX SYSTEMS NOR NEWCO SHALL BE LIABLE FOR, NOR SHALL THE MEASURE OF DAMAGES INCLUDE, ANY INDIRECT DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES OR AMOUNTS FOR LOSS OF INCOME, DATA, PROFITS OR SAVINGS ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE UNDER THIS MSA. THE FOREGOING EXCLUSION IN THIS SECTION SHALL NOT BE DEEMED TO LIMIT XXXXX SYSTEMS’ RIGHT TO RECOVER ANY PAYMENTS FOR SERVICES THAT ARE OR MAY BECOME DUE AND PAYABLE BY NEWCO UNDER THIS MSA.

13.3 Exclusions   The limitations of liability set forth in Section 13.1 shall not apply to either Party’s obligation to indemnify pursuant to Article 12.

13.4 Mitigation   Each Party shall act reasonably to mitigate its damages, including Direct Damages or threatened Direct Damages for which such Party may be indemnified, for which the other Party is responsible.

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13.5 Force Majeure

(a) If either Party is prevented, hindered, or delayed in the performance or observance of any of its obligations hereunder, except for a Party’s payment obligations, by reason of any circumstance beyond its reasonable control, including but not limited to circumstances such as fire, flood, earthquake, elements of nature or acts of God; riots, civil disorders, terrorism, rebellions or revolutions in any country, or a court order which substantially interferes with Newco’s ability to enjoy the benefits of this MSA (“Force Majeure”), that Party shall be excused from any further performance or observance of the obligation(s) so affected for as long as the Force Majeure continues and that Party continues to use all commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay.

(b) Any Party so delayed in its performance will immediately notify the Party to whom performance is due by telephone (to be confirmed in writing within two days of the inception of such delay) and describe at a reasonable level of detail the circumstances causing such delay. In the event that a Force Majeure occurrence affects Xxxxx Systems, as soon as reasonably practical, the Parties shall meet to discuss the how long the Force Majeure occurrence is reasonably likely to prevent Xxxxx Systems from providing the Services or any component(s) thereof in accordance with the Service Levels and whether Xxxxx Systems will be able to provide a suitable temporary alternative to the Services or component(s) thereof promptly. The Parties shall use all reasonable efforts to conduct and conclude all of the meeting activities promptly after the occurrence of such Force Majeure.

(c) If, in light of the expected duration of a Force Majeure occurrence and Xxxxx Systems’ inability to provide a suitable temporary alternative promptly or if any a Force Majeure occurrence substantially prevents, hinders, or delays performance of the Services or any component(s) thereof necessary for the performance of critical Newco functions (which Newco shall determine, in its reasonable discretion) for more than sixty (60) consecutive hours, then Newco may, at its option and without liability to Xxxxx Systems, procure such Services or component(s) from an alternate source for the duration of the contract entered into with such alternative source, and the charges payable hereunder shall be equitably adjusted to reflect the Services or component(s) that cannot be performed. Xxxxx Systems will not have the right to any additional payments from Newco beyond those that would otherwise be due to Xxxxx Systems as a result of any Force Majeure occurrence that solely affects Xxxxx Systems. If Newco procures such Services or components from an alternate source, Xxxxx Systems shall not charge Newco for such Services or component(s) during the period of suspension, nor shall Xxxxx Systems charge Newco to connect or disconnect suspended or restored Services or component(s). Notwithstanding the foregoing terms, however, neither Party may rely on any Force Majeure occurrence or the rights, remedies, or provisions set forth in this Section as a pretext to intentionally evade or cause the termination of all or a portion of this MSA simply for purposes of avoiding its obligations hereunder without right or cause.

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(d) Upon the occurrence of a Force Majeure, Xxxxx Systems shall perform the Disaster Recovery Services as provided in this MSA. The occurrence of a Force Majeure shall not relieve Xxxxx Systems of its obligation to implement its disaster recovery plan and provide such Disaster Recovery Services.

ARTICLE 14

INSURANCE

14.1 Insurance   During the Term, Xxxxx Systems shall maintain in force, at Xxxxx Systems’ sole expense, the following insurance of the type and in the amounts (which may be satisfied by “Umbrella” or Excess Liability Insurance) set forth below with insurers having an A.M. Best rating of at least A-VII:

(a) Workers’ Compensation:  statutory workers’ compensation insurance in accordance with the legal requirements of each country, state, territory and locality exercising jurisdiction over personnel performing Services in such country, state, territory or locality;

(b) Employer’s Liability:  employer’s liability insurance with a minimum limit in an amount not less than $500,000 per occurrence, covering bodily injury by accident or disease, including death, as well as employee dishonesty coverage in an amount of $10,000,000;

(c) Commercial General Liability:  commercial general liability insurance (including contractual liability insurance) in an amount not less than $5,000,000 per occurrence and general aggregate;

(d) Automobile:  comprehensive automotive liability insurance covering use of all owned, non-owned and hired automobiles, with a minimum combined single limit in an amount not less than $5,000,000 per occurrence for bodily injury and property damage liability;

(e) Electronic Data Processing All Risk Property Insurance:  on equipment, data, media and valuable papers on the premises of a Xxxxx Systems Data Center, which shall name Newco and its Affiliates as loss payees; and

(f) Computer Services Errors and Omissions Liability Insurance:  errors and omissions liability insurance covering the liability for financial loss due to error, omission, negligence of employees and machine malfunction, in an amount of at least $5,000,000 per claim and a policy aggregate limit in an amount not less than $25,000,000.

14.2 Insurance Documentation   Upon Newco’s reasonable request, Xxxxx Systems shall furnish to Newco certificates of insurance (including evidence of renewal of insurance) evidencing all coverages referenced in Section 14.1. Such certificates shall include a provision whereby the applicable insurer shall give at least thirty (30) days notice to Newco in writing prior to any cancellation or non-renewal, except ten (10) days’ notice for non-payment of premium. To the extent reasonably practical and appropriate, Xxxxx

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Systems shall cause the applicable insurer to name Newco as an additional insured and shall furnish Newco with documentation thereof. All deductibles, self-insured retentions, or retrospective premium features shall be assumed by Xxxxx Systems, for the account of Xxxxx Systems, and at Xxxxx Systems’ sole expense and risk. The Workers’ Compensation, Employer’s Liability, Commercial General Liability, and Automobile insurance policies required under this Section shall be endorsed to provide that the applicable underwriters or insurers waive any and all rights of subrogation against Newco, its Affiliates and their respective officers, directors, agents, employees and other representatives.

14.3 Risk of Loss   Each party shall be responsible for risk of loss of, and damage to, any equipment, software, or other materials based on the relative degree of fault of such party (its Affiliates, users, customers and Subcontractors) in causing such loss or damage. In the absence of fault of a party (or its Affiliates, users, customers or Subcontractors), (i) Newco shall be responsible for risk of loss, and damage to, any equipment, software, or other materials at the facilities of Newco, its Affiliates and its Franchisees/Licensees, and (ii) Xxxxx Systems shall be responsible for risk of loss, and damage to, any equipment, software, or other materials at the facilities of Xxxxx Systems and its Affiliates. The risk of loss of, or damage to, property in transit will remain with the party arranging the shipment.

14.4 No Limitation   Xxxxx Systems’ obligation to maintain insurance coverage in specified amounts shall not act as a limitation on any other liability or obligation which Xxxxx Systems would otherwise have under this MSA.

ARTICLE 15

INITIAL DISPUTE RESOLUTION

15.1 General   Any material dispute between the Parties, arising out of or resulting from the interpretation of any provision of this MSA or the performance or non-performance by a Party, shall be resolved as provided in this Article 15.

15.2 Management Meetings   Prior to initiating litigation in connection with this MSA, the Parties shall first attempt to resolve their disputes as follows:

(a) Account Managers. Upon a request of a Party, the Account Managers shall promptly meet to resolve and negotiate in good faith to resolve the dispute informally.

(b) Designation of New Representatives. If the Account Managers cannot resolve the dispute within fifteen (15) days of the initial notice of dispute, upon the request of a Party, each Party shall promptly designate a new representative (collectively, the “New Representatives”) who is an executive at the vice president level or higher and not directly involved in the dispute to resolve the dispute. The New Representatives shall promptly meet and negotiate in good faith to resolve the dispute informally.

(c) Disclosure of Non-privileged Information. During the course of negotiations between the Account Managers or the New Representatives, as the case may be,

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all reasonable requests made by one Party to the other for non-privileged information reasonably related to this MSA (as determined by the disclosing Party in its sole discretion) shall be honored in order that each of the Parties may be fully advised of the other Party’s position.

(d) Discussion Format; Exchange of Written Statements. The specific format for the discussions shall be left to the discretion of the Account Managers or New Representatives, as the case may be, including the preparation of agreed-upon statements of fact or written statements of position. At the option of either Party, legal counsel for such Party may be present at any such discussions.

(e) Review by Senior Executive Officers. If neither the Account Managers nor the New Representatives can resolve the dispute within thirty (30) days of the initial notice of dispute, upon the request of a Party, the president or chief operating officers of Xxxxx Systems and Newco shall promptly meet and negotiate in good faith to resolve the dispute.

ARTICLE 16

GENERAL

16.1 No Hire Commitments

(a) General. Except as otherwise specifically provided in this MSA, and except with respect to any person whose employment is involuntarily terminated by Xxxxx Systems or any Affiliate of Xxxxx Systems, or by Newco or any Affiliate of Newco, as the case may be, during the Term and for six months thereafter, neither Party shall recruit or hire, and each Party shall cause its Affiliates not to recruit or hire, any person then employed by the other Party who materially performed work during the past year in connection with this MSA without the prior consent of the other Party, and such consent may be withheld in the other Party’s sole discretion. Except as otherwise specifically provided in this MSA, during the Term and for six months thereafter, if Newco becomes aware of any of the Franchisee/Licensees recruiting or hiring any person then employed by Xxxxx Systems or any of its Affiliates who materially performed work in connection with this MSA then Newco shall promptly notify Xxxxx Systems in writing or by e-mail. After receipt of such notice, or if Xxxxx Systems otherwise becomes aware that any of the Franchisee/Licensees are recruiting or hiring any person then employed by Xxxxx Systems or any of its Affiliates who materially performed work in connection with this MSA then Xxxxx Systems may request that Newco discuss such activity with the Franchisee/Licensee. In such event, Newco will have such discussion with the Franchisee/Licensee and will use commercially efforts to encourage the Franchisee/Licensee not to recruit or hire any such person during the Term and for six months thereafter. Notwithstanding any provision in this MSA to the contrary, in the event an employee of a Party or any of its Affiliates responds to personal recruiting advertising or other recruiting of a general nature (e.g., through a headhunter not targeted by the Party to recruit the employee) and is employed by the other Party after completing such Party’s new

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hire interview and employment process, such hire shall not be deemed to violate this Section.

(b) Transferred Employees. Notwithstanding the provisions of Section 16.1(a), upon termination or expiration of this MSA, Newco may re-hire any employees of Newco or its predecessors in interest that were transferred to Xxxxx Systems hereunder or under the ANC Agreement.

16.2 Notices   All consents, notices, requests, demands, objections, and other communications to be given or delivered under or by reason of the provisions of this MSA shall be in writing or, where expressly allowed by this MSA, by e-mail and shall be deemed given when delivered personally against receipt, on the next business day when sent by overnight courier, and on the fifth business day after being mailed by certified mail, return receipt requested, to a Party at the following address (or to such other address as that Party may have specified by notice given to the other pursuant to this provision):

If to Xxxxx Systems:		With a copy to:
Xxxxx Systems Corporation Attention: President 0000 Xxxx Xxxxx Xxxxxxx Xxxxx, Xxxxx 00000		Xxxxx Systems Corporation Attention: General Counsel 0000 Xxxx Xxxxx Xxxxxxx Xxxxx, Xxxxx 00000
If to Newco:		With a copy to:
Vanguard Car Rental USA Inc. Attention: Chief Information Officer 000 Xxxxx Xxxxxxx Xxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000		Xxxxxxx Xxxx & Xxxxx LLP Attention: Xxxxxx X. Xxxxxx 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000

16.3 Assignment   This MSA shall be binding upon and inure to the benefit of each Party, and their respective successors and permitted assigns, but neither this MSA nor any of the rights, interests or obligations hereunder may be delegated by either Party except as expressly authorized under this MSA, nor may they be assigned by either Party without the prior consent of the other Party, provided, however, that such prior consent of the other Party shall not be unreasonably withheld or delayed in the event that (i) all or substantially all of the business of a Party is acquired by merger, acquisition or otherwise, or such assignment is to an Affiliate, (ii) this MSA is to be included in such transaction, (iii) the acquiring or surviving entity agrees in writing to be bound by all conditions of this MSA and provides a copy of such writing to the other Party, and (iv) the acquiring or surviving entity is not a direct competitor of the other Party and does not own or control, is not owned or controlled by, and is not under common ownership or control of a direct competitor of the other Party. Notwithstanding the foregoing, either Party may assign this MSA to one or more of its Affiliates; provided, however, that the assigning Party

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shall guaranty the obligations of such Affiliate hereunder pursuant to a guaranty agreement in form and substance reasonably acceptable to the other Party. Except as provided in this Section, any assignment without such consent is void, invalid and unenforceable.

16.4 Severability   Whenever possible, each provision of this MSA shall be interpreted so as to be valid under applicable law, but if any provision of this MSA is held to be invalid, such provision shall be deemed restated to reflect the original intentions of the Parties as nearly as possible in accordance with applicable law, and, if capable of substantial performance, the remaining provisions of this MSA shall be enforced as if this MSA was entered into without the invalid provision.

16.5 Relationship of Parties   In furnishing Services to Newco, Xxxxx Systems is acting only as an independent contractor and not as a partner, employee, agent or joint venturer of Newco. Except as otherwise expressly provided in this MSA, Xxxxx Systems does not undertake to perform any obligation of Newco, whether regulatory or contractual, or to assume any responsibility for Newco’s business or operations, and Xxxxx Systems has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all Services to be performed by Xxxxx Systems under this MSA. Except as otherwise expressly provided in this MSA, Xxxxx Systems shall make no contract or commitment binding upon Newco and shall not represent to any other person that Xxxxx Systems has such authority.

16.6 Approvals and Similar Actions   Where agreement, approval, acceptance, consent or similar action by either Party is required by any provision of this MSA, such action shall not be unreasonably delayed or withheld unless otherwise expressly provided.

16.7 Covenant of Good Faith   Each Party agrees that, in its respective dealings with the other Party under or in connection with this MSA, it shall act in good faith.

16.8 Non-disparagement   The Parties agree that successful performance by both Parties hereunder shall require cooperation and good-faith efforts. Accordingly, each Party shall encourage such cooperation and good-faith efforts and hereby agrees that it shall not make any statement, written or oral, that inappropriately or inaccurately refers to, describes or disparages the other Party, its performance hereunder, its products or its services or make any statement, written or oral, that is deceptive, misleading, or unethical regarding the other Party, its performance hereunder, its products or its services.

16.9 Press Releases   Neither Party shall issue or release any media release (including, without limitation, any announcement made via e-mail or any posting on the Internet or World Wide Web) relating in any manner to:  (a) any aspect of this MSA; or (b) the Services without first providing the other party two days advance notice of the intended media release.

16.10 Modification; Waiver   This MSA may be modified only in a writing signed by each party. No delay or omission by either Party to exercise any right or power under this MSA may impair such right or power or be construed to be a waiver thereof. A waiver

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by either Party of any of the obligations to be performed by the other Party or any breach thereof may not be construed to be a waiver of any succeeding breach thereof or of any other obligation.

16.11 Governing Law and Consent to Jurisdiction   The laws of the State of New York, other than its rules on conflicts of laws, shall govern this MSA. Each of the Parties consents to the jurisdiction of any state or federal court located within New York County, New York, and irrevocably agrees that all legal actions or proceedings arising out of or related to this MSA shall be exclusively maintained in either the federal or state courts located in New York, New York.

16.12 Entire Agreement   This MSA, including its referenced Schedules, Exhibits, and Change Orders, FRDs, and the ANC Partial Termination and Assignment Agreement, constitutes the final, entire and exclusive agreement among the parties with respect to its subject matter, and there are no prior representations, understandings, or agreements relative hereto which are not expressed herein.

16.13 Survival   The provisions of this MSA which by their nature contemplate performance or observance subsequent to any termination or expiration of this MSA shall survive and continue in full force and effect following any termination or expiration of this MSA, including but not limited to Sections 7.6, 7.8, and 10.8 of this MSA, Articles 8, 12, 13, 15, and 16 of this MSA shall survive any expiration or other termination of this MSA.

16.14 Section, Exhibit, and Schedule References   Except as otherwise specifically provided in this MSA, Section, Attachment, Exhibit and Schedule references are references to Sections, Exhibits and Schedules in or to this MSA.

{SIGNATURE PAGE FOLLOWS}

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{SIGNATURE PAGE TO INFORMATION TECHNOLOGY SERVICES AGREEMENT}

WHEREUPON, the parties have caused this MSA to be executed on the Agreement Date through their respective duly appointed and authorized representatives.

VANGUARD CAR RENTAL USA INC.			XXXXX SYSTEMS CORPORATION
By:	/s/ Xxxxxxx X. Xxxxxx		By:	/s/ Xxxxx X. Xxxx
Name: Xxxxxxx X. Xxxxxx			Name: Xxxxx X. Xxxx
Title: Chief Executive Officer			Title: Vice President

Exhibit A

Services

Table of Contents

1.		DEFINITIONS			4
	1.1		Certain Definitions	4
2.		GENERAL SERVICES			8
	2.1		Introduction	8
2.2		Operations Procedures Manual			8
	2.3		Systems Management Controls (“SMC”)	10
	2.4		Service Hours	12
	2.5		Consolidation and Relocation of Supported Hardware	12
	2.6		Management of Managed Contracts	12
	2.7		Other General Services	15
3.		HELP DESK SERVICES			17
	3.1		Introduction to Help Desk Services	17
	3.2		Xxxxx Systems Responsibilities for the Help Desk Services	17
	3.3		Newco Responsibilities for the Help Desk Services	18
	3.4		Help Desk Services in Support of the Data Center Services	19
	3.5		Help Desk Services in Support of Desktop Services	20
	3.6		Help Desk Services in Support of Core Application Services	21
4.		DATA CENTER SERVICES			22
	4.1		Introduction to Data Center Services	22
	4.2		Management and Control of the Data Center Services (including applicable Systems Management Controls)	22
	4.3		Description of Data Center Services	35
5		CORE APPLICATION SERVICES			43
	5.1		Core Application Services Overview	43
	5.2		Xxxxx Systems Responsibilities for the Core Application Services	43
	5.3		Application Support Pool and Application Enhancement Pool	46
	5.4		General Pool Management and Reporting	46
	5.5		Supported Software Support	47
	5.6		Newco Responsibilities for Supported Software	49
	5.7		Workflow for the Core Application Services	50
	5.8		Break/Fix	51
	5.9		Maintenance	52
	5.10		Ad-Hoc Requests	53
	5.11		Enhancement/New Development	53
	5.12		Newco Responsibilities for the Core Application Services	53
6.		DESKTOP SERVICES			56

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	6.1		Introduction	56
	6.2		Management of the Desktop Services	56
	6.3		Deskside Services	57
	6.4		Supported Desktop Hardware Maintenance Services	59
	6.5		Install, Move, Add, Change Services (“IMAC”)	60
	6.6		Asset Tracking Services	63
	6.7		Electronic Software Distribution for Supported Desktop Software	65
7.		LAN/WAN AND REMOTE NETWORK MONITORING SERVICES			68
	7.1		Introduction	68
	7.2		Operations of the Data Network	68
	7.3		Data Network Operations Management and Control	69
	7.4		Remote Network Monitoring Services	69
	7.5		Capacity Management for the Data Network	69
	7.6		Data Network Connectivity Service	70
	7.7		Data Network Maintenance	70
	7.8		Data Network Provisioning	71
	7.9		Data Network Administration	71
	7.10		Supported Software Support	71
	7.11		Regulatory Changes Affecting the Data Network	71
	7.12		Data Network Engineering	71
	7.13		Data Network Optimization	72
	7.14		Newco Responsibilities for the Data Network	73
8.		DISASTER RECOVERY SERVICES			75
	8.1		Introduction	75
	8.2		Disaster Recovery Services	75
	8.3		Data Network Recovery	76
	8.4		Desktop Disaster Recovery Services	76
9.		Security Services			78
	9.1		Introduction	78
	9.2		Security Management	78
	9.3		Physical Security	80
	9.4		Logical Access Control	81
	9.5		Data Network Infrastructure Security	83
10.		VOICE COMMUNICATIONS MANAGEMENT SERVICES			84
	10.1		Introduction	84
	10.2		Xxxxx Systems Responsibilities.	84
	10.3		Newco Responsibilities	84

Attachments

Attachment A-1 Intentionally Omitted

Attachment A-2 Transition Services

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Attachment A-3 VRS Project Services

Attachment A-4 Supported Desktop Hardware and Supported Desktop Software

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1. DEFINITIONS

1.1 Certain Definitions

All capitalized terms used, but not defined, in this Exhibit A have the same meanings given them in the MSA or other Exhibits. As used in this Exhibit A:

(a) “Ad-Hoc Services” are the Core Application Services other than Break/Fix, Enhancement/New Development and Maintenance that are specifically described in a Change Order.

(b) “Application Enhancement Pool” is defined in Section 5.3.

(c) “Application Support Pool” is defined in Section 5.3.

(d) “Assets” means Supported Managed Assets.

(e) “Availability Management” is defined in Section 2.3.

(f) “Batch Management” is defined in Section 2.3.

(g) “Break/Fix Services” are the Core Application Services for the diagnosis and repair of application and database related failures for Supported Software and Developed Software.

(h) “Call” is a telephone call to the Help Desk from an End User reporting a problem, asking a question in regards to the Services, or requesting a Service. The procedures for Calls are defined in the Operations Procedures Manual.

(i) “Capacity Management” is defined in Section 2.3.

(j) “Change Initiation Request” is defined in Exhibit F.

(k) “Change Management” is defined in Section 2.3.

(l) “Configuration Management” is defined in Section 2.3.

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(m) “Data Centers” is defined in Section 4.3.

(n) “Data Network” is defined as Newco’s wide area networks (“WAN”) and local area networks (“LAN”).

(o) “Deskside Services” are Desktop Services that are performed at the End User’s work area.

(p) “Disaster Recovery Contract” is defined in Section 8.1.

(q) “Disaster Recovery Plan” is Newco’s plan for recovering the Critical Services in the event of a Disaster.

(r) “Electronic Software Distribution” or “ESD” is the distribution of Supported Software by electronic means.

(s) “End User” is a person authorized by Newco to receive any Services.

(t) “Enhancement/New Development” are the Core Application Services for the enhancement of Supported Software and development of Developed Software.

(u) “Help Desk” is defined in Section 3.1.

(v) “IMAC” is defined in Section 6.5 of Article 6.

(w) “Information Security Controls Document” is defined in Section 9.1.

(x) “Inventory Management” is defined in Section 6.5.

(y) “Labor Hours” is defined in Exhibit F.

(z) “Level 1 Support” with respect to Help Desk Services, is defined as: 1) answering the incoming Call, 2) recording all Calls; 3) gathering the information provided by the End User regarding the problem or requested Service; 4) obtaining resource status; 5) accessing on-line information; 6) responding to End User requests for information; 7) handling routine product usage and Services problems; 8) transferring Calls to the appropriate support group; 9) dispatching on-site assistance; 10) opening the Call record; 11) informing the End User of the status of

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a Call; 12) calling the End User for further information; and 13) closing the Call record.

(aa) “Level 2 Support” with respect to Help Desk Services, is defined as: 1) closing problem Calls not closed by Level 1 Support, exclusive of product defects; 2) documenting all actions in the Call record; 3) calling the End User for further information; 4) performing root cause analysis, as required; 5) working with vendors (as appropriate) to resolve problems; 6) making recommendations for process and tool improvements; 7) contacting other support groups and organizations, as required; 8) dispatching on-site assistance, if needed; 9) interfacing with other systems, networks and operating system environments personnel; and 10) routing Calls to other levels of support, as required.

(bb) “Level 3 Support” with respect to Help Desk Services, is defined as: 1) working with vendors that perform the on-site diagnosis and repair by Third Party Vendors as required to close the problem; 2) documenting all actions in the Call record; 3) performing root cause analysis, as required; 4) making recommendations for process and tool improvements; and 5) contacting other support groups or organizations, as required.

(cc) “Maintenance” are the Core Application Services to monitor, adapt or modify Supported Software as necessary to maintain the operability and functionality or to implement technology changes.

(dd) “Performance Management” is defined in Section 2.3.

(ee) “Problem Management” is defined in Section 2.3.

(ff) “Recovery Center” is the data center utilized by Newco’s Third Party Vendor for disaster recovery to recover the Critical Services.

(gg) “Recovery Management” is defined in Section 2.3.

(hh) “Service Hours” the times of the day or night that Xxxxx Systems provides the Services. Service Hours are set forth in the Operations Procedures Manual.

(ii) “Severity Codes” is defined as the severity designation assigned by the Help Desk to a Call. Severity Codes are described in Exhibit B.

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(jj) “Supported Desktop Hardware” is the Supported Hardware listed in Attachment A-4 to this Exhibit A.

(kk) “Supported Desktop Software” is the Supported Software listed in Attachment A-4 to this Exhibit A.

(ll) “Supported Servers” are the servers listed on Schedules 6.2(a) and 6.2(b).

(mm) “Systems Management Controls” is defined in Section 2.3.

(nn) “SYS/M” is defined in Section 4.2(k).

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2. GENERAL SERVICES

2.1 Introduction

This Exhibit A describes the duties and responsibilities of Xxxxx Systems and Newco related to Xxxxx Systems’ provision of the Base Services. Xxxxx Systems will provide the Base Services in accordance with the descriptions contained in the MSA, this Exhibit A, the Attachments to this Exhibit A, and the Operations Procedures Manual. Newco will support Xxxxx Systems’ provision of the Base Services in accordance with the descriptions contained in this Exhibit A and the Operations Procedures Manual. During the Term, Newco and Xxxxx Systems may agree on different or additional Base Services and will, as applicable, amend this Exhibit A in accordance with the Change Control Process. This Article 2 of Exhibit A contains descriptions of processes, procedures, and methods that will be utilized by Xxxxx Systems to manage and deliver the Base Services (the “General Services”). The Base Services consist of the following:

(a) General Services described in this Article 2.

(b) Help Desk Services described in Article 3.

(c) Data Center Services described in Article 4.

(d) Core Application Services described in Article 5. The Core Application Services are performed in accordance with the Change Control Process described in Exhibit F.

(e) Desktop Services described in Article 6 with respect to the Supported Desktop Hardware and Supported Desktop Software described in Attachment A-4.

(f) LAN/WAN and Remote Monitoring Services described in Article 7.

(g) Disaster Recovery Services described in Article 8.

(h) Security Services described in Article 9.

(i) Voice Communication Management Services described in Article 10.

(j) Transition Services described in Attachment A-2.

(k) VRS Project Services described in Attachment A-3.

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2.2 Operations Procedures Manual

(a) Within 90 days of the Effective Date and as part of the Services, Xxxxx Systems shall prepare, in consultation with Newco, and deliver to Newco, for Newco’s approval, an operating procedures manual (the “Operations Procedures Manual”) to supplement the Services, generally summarizing the following:

(i) the computer hardware and software environments in which the Services will be performed;

(ii) the documentation for the Services and all software incorporated therein or used in connection therewith;

(iii) the procedures Xxxxx Systems intends to use and the activities Xxxxx Systems proposes to undertake in order to manage the Services in addition to those specified in this Exhibit A, including, when appropriate, those direction, supervision, monitoring, staffing, reporting, planning, testing, training, support, quality assurance, problem management, and oversight activities normally undertaken at the Supported Sites or Remote Support Sites where critical business, engineering, manufacturing, distribution, commercial, and financial data of Newco are processed;

(iv) the procedures of a management reporting system that Xxxxx Systems will use to manage the Services;

(v) the procedures describing the Virus prevention procedures and detection mechanisms to be employed by Xxxxx Systems, along with the procedures to be utilized by Xxxxx Systems in the event of a Virus introduced into the Supported Systems; and

(vi) the Systems Management Controls.

(b) Upon approval of the Operations Procedures Manual by Newco, Newco and Xxxxx Systems will implement the Operations Procedures Manual in the provision of the Services. The initial version of the Operations Procedures Manual shall take into account Newco’s current operating procedures manual, and ANC’s practices in effect prior to the Effective Date. Xxxxx Systems shall use any existing operating procedures in effect as of the Effective Date until final approval of the Operations Procedures Manual.

(c) Newco and Xxxxx Systems each agree to perform their responsibilities in accordance with the Operations Procedures Manual and this Exhibit X. Xxxxx Systems is responsible for the following in regards to the Operations Procedures Manual:

(i) creating, updating and maintaining the Operations Procedures Manual in consultation with Newco. Xxxxx Systems will obtain Newco’s prior approval of

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material changes to the Operations Procedures Manual or any changes to Newco’s obligations;

(ii) reviewing operations documentation for adherence to operational procedures and standards;

(iii) periodically distributing to appropriate Newco Personnel, information bulletins regarding new or changed operations and procedures;

(iv) updating and maintaining Help Desk documentation and procedures and distributing to appropriate Newco Personnel; and

(v) developing operations documentation for the Supported Software and updating and distributing documentation for the Services and software.

(d) Xxxxx Systems and Newco will provide documentation for operations procedures and processes relating to the Supported Software and Supported Hardware. Xxxxx Systems will include such documentation in the Operations Procedures Manual.

2.3 Systems Management Controls (“SMC”)

Xxxxx Systems will develop with Newco’s assistance, and Newco will review and approve, the standard set of procedures and disciplines for providing and managing Newco’s information systems as part of the Services (the “System Management Controls” or “SMC”). Xxxxx Systems will utilize and comply with the SMC’s applicable to each Supported System. The Operations Procedures Manual will contain the SMC’s. Xxxxx Systems’ responsibilities for the SMC’s will consist of the following processes:

(a) “Availability Management” is the process for coordinating the appropriate skills, information, tools and procedures required to manage the availability of the Data Networks and the Supported Systems.

(b) “Batch Management” is the process for controlling all batch work including the scheduling of resources, the processing of data and transactions and the distribution of data output/information between End Users. Newco’s instructions on what, when and how to schedule and recover batch work will be provided to Xxxxx Systems and included in the Operations Procedures Manual. Unless otherwise agreed, Xxxxx Systems will perform and control setup and scheduling of batch work in accordance with the Operations Procedures Manual.

(c) “Capacity Management” is the process for the development and maintenance of tactical and strategic plans to verify that the operating environments accommodate Newco’s growing or changing business requirements.

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(d) “Change Management” is the process for the planning, testing, coordinating, implementing and monitoring of changes affecting delivery of the Base Services and Newco’s operating environments without adversely impacting delivery of the Base Services.

(e) “Configuration Management” is the process for processing configuration changes to the Supported Hardware and Supported Software and maintaining lists and diagrams of Supported System configurations. Upon any revision of the then-current configuration for any Supported Systems, Xxxxx Systems will provide Newco with revised configurations and, on an annual basis, Xxxxx Systems will provide Newco with a complete set of the then-current configurations for the Supported Systems.

(f) “Inventory Management” is the process for maintaining a record of the Supported Hardware (including new purchases and retirements). This activity includes tracking by Supported Hardware location, maintaining available configuration data and providing necessary information to allow Xxxxx Systems’ to perform its obligations in regards to Managed Contracts.

(g) “Performance Management” is the process for monitoring, measuring, analyzing and reporting the performance of each Supported System. The process includes system tuning and other efforts undertaken to improve the efficiency and reliability of systems and reduce ongoing maintenance, monitoring and analyzing trends to identify potential problems, and providing tools to help identify areas where preventive maintenance could be performed to improve system efficiency including system performance. In accordance with the Change Control Process, Xxxxx Systems or Newco may request changes to a Supported System in order to enhance or improve that Supported System’s performance.

(h) “Problem Management” is the process Xxxxx Systems and Newco, as applicable, will utilize for identifying, recording, tracking, updating status (to the End User that reported the problem and Newco management), performing cause analysis and resolving (or providing temporary work-arounds) to reported problems and incidents impacting delivery of the Services, as described in and subject to the timeframes set forth in the Operations Procedures Manual. This process includes recognizing recurring problems, performing root cause analysis on Severity 1 problems or other problems as requested by Newco, addressing procedural issues and containing or minimizing the impact of problems that occur, and updating system and operations documentation as necessary. Finally, this process shall include, at Xxxxx Systems’ election and upon Newco’s approval, performing permanent fixes that involve system changes or enhancements so problems do not reoccur.

(i) “Recovery Management” is the process Xxxxx Systems and Newco will utilize for planning, establishing and testing the recovery procedures required to re-establish

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the functionality of Supported Systems in the event of a failure. The intent of this process is to anticipate and minimize the impact of Supported Systems failure through the development of predefined, documented procedures and Supported Software and Supported Hardware recovery capabilities. Upon mutual agreement, Xxxxx Systems will include such procedures for recovery in the Operations Procedures Manual.

(j) “Change Control Process” is the process described in Exhibit F that Xxxxx Systems and Newco will follow for initiating, coordinating, scheduling, planning, and implementing Changes and Supported Systems-related Maintenance, Enhancements/New Development and Ad-hoc Projects and other infrastructure projects as agreed to by the parties. Change Orders will be prioritized by Newco. Unless otherwise agreed, the Applications Maintenance Pool and the Application Support Pool described in Article 5 of this Exhibit A will be used to fulfill Change Orders.

2.4 Service Hours

Except as otherwise noted in the Operations Procedures Manual, the Service Hours for each element of the Base Services will be provided by Xxxxx Systems on a 7 X 24 basis.

2.5 Consolidation and Relocation of Supported Hardware

Xxxxx Systems may install, rearrange and relocate Supported Hardware as Xxxxx Systems deems necessary to provide the Base Services, provided that (i) Xxxxx Systems receives Newco’s prior approval of a material relocation (i.e., from one Data Center to another) and (ii) if Xxxxx Systems initiates the installation, rearrangement or relocation, such actions will be at Xxxxx Systems’ expense.

2.6 Management of Managed Contracts

(a) Xxxxx Systems will manage the Managed Contracts in accordance with the MSA and this Exhibit A, provided that Newco will assist Xxxxx Systems in obtaining the necessary consents from the applicable third party vendors in order for Xxxxx Systems to manage such contracts. Xxxxx Systems shall provide Newco with reasonable notice of any renewal, termination, expiration or cancellation dates and changes in fees with respect to Managed Contracts. Xxxxx Systems shall not renew, modify, terminate or cancel, or allow to lapse (where a renewal is available and Xxxxx Systems has knowledge of such renewal) without notice to Newco, or request or grant any consents or waivers under, any such Managed Contracts without the consent of Newco. If any Managed Contract expires before Newco consents to the renewal of such Managed Contract and Xxxxx Systems has provided timely notice of the pending expiration of the Managed Contract, Xxxxx Systems shall have no liability for failing to meet any Service Level that is not met

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because such Managed Contract has expired, provided that Xxxxx Systems does not itself provide the services that were being provided under such Managed Contract and has provided Newco with a reasonable list of substitute providers of such services. If Xxxxx Systems modifies, terminates, breaches, cancels or allows to lapse (where Newco, after receiving notice of the pending renewal, has instructed Xxxxx Systems to renew) any of the Managed Contracts without obtaining Newco’s prior written consent, any modification, termination or cancellation or reinstatement fees or charges (including, but not limited to, increased charges incurred as a result of reinstating the applicable contract or entering into a new or replacement contract) imposed upon Newco in connection therewith, and all damages (subject to the provisions of Section 13.1 of the MSA) arising therefrom shall be paid by Xxxxx Systems. The management of Managed Contracts by Xxxxx Systems will include the following:

(i) vendor performance, vendor relationships, vendor negotiations and vendor service delivery improvement plans, where applicable;

(ii) on an annual or more frequent basis, analyzing and recommending to Newco the renegotiations, replacement, or substitution of Managed Contracts so as to improve the delivery of Services to Newco or, in the case of Managed Contracts retained by Newco, lowering Newco’s costs for such contracts; and

(iii) managing transitions (e.g., buy-out/purchase options, implementing new leases, etc.) resulting from expiration or termination of hardware and equipment leases and software licenses, and support agreements, and other similar contracts.

Any changes in suppliers for Managed Contracts must be approved by Newco. Newco shall have the right (but not the obligation) to communicate and interact directly with Third Party Vendors under any Managed Contract; provided that such communication or interaction does not interfere with Xxxxx Systems’ performance of the Managed Contract or this MSA.

(b) In addition to the foregoing, and a part of Xxxxx Systems’ obligation to manage Managed Contracts, Xxxxx Systems shall manage licenses for Supported Software, as follows:

(i) Xxxxx Systems’ responsibilities for managing licenses to Supported Software residing on Supported Servers will include, without limitation:

(1) perform an inventory of the licenses to Supported Software residing on Supported Servers as of the Effective Date;

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(2) maintain Supported Software license records (but not in the asset database) including the licenses existing as of the Effective Date and for Supported Software:

(A) ordered through Xxxxx Systems, or

(B) procured through Newco with notification to Xxxxx Systems;

(3) maintain the license data necessary to enable Newco to receive upgrades, enhancements, refreshes, replacements, and maintenance for Supported Software as provided or made available by the applicable Third Party Vendor; and

(4) implement the mechanism to limit access to Supported Servers, in accordance with applicable Supported Software license requirements, to authorized End Users only, when such mechanisms are made available to Xxxxx Systems by Newco.

(ii) Newco will:

(1) provide Xxxxx Systems with the information necessary to update the inventory for Supported Software Newco procures directly;

(2) register all Supported Software that is licensed to Newco in accordance with the software vendor’s license terms and conditions;

(3) authorize access for End Users and provide such authorization to Xxxxx Systems (for example, user name, user identification number, user class);

(4) communicate applicable Supported Software license terms and conditions to End Users;

(5) be responsible for End User compliance with all Supported Software license terms;

(6) be responsible for all Supported Software license costs for all Retained Systems Software Licenses and Retained Third Party Application Software Licenses; and

(7) inform Xxxxx Systems of any discontinued or transferred Supported Software licenses and maintenance, if applicable.

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2.7 Other General Services

(a) Supplies Specifications. Xxxxx Systems will provide Newco with the technical and quality specifications for the supplies, if any, required by Xxxxx Systems to perform the Base Services. Newco will provide, as a Retained Expense, all standard printed forms, printer paper, toner cartridges, print ribbons, tape cartridges and all End User supplies and consumables at the Supported Sites.

(b) Technology. Xxxxx Systems will assist Newco in the review of third party vendor proposals affecting Xxxxx Systems’ provision of the Base Services to facilitate existing and future systems compatibility with changing industry standards. Xxxxx Systems will consult with Newco regarding new telecommunications and data processing systems, as appropriate. Upon request, Xxxxx Systems will provide additional assistance for the implementation of such third party vendor proposals as a Change Order utilizing the Applications Support Pool or as an Additional Service.

(c) Third Party Vendor Liaison and Product Assessment. At least annually and as part of the development of the Annual Technology Plan, Xxxxx Systems will consult with Third Party Vendors providing data processing, telecommunications and other services or products related to Xxxxx Systems’ provision of the Base Services in order to keep abreast and apprise Newco of the latest technological product developments.

(d) Service Review Meetings. Upon Newco’s reasonable request, Xxxxx Systems will coordinate meetings with Newco and any of Xxxxx Systems’ Subcontractors providing Base Services to review service measurements. Xxxxx Systems will participate in service review meetings with vendors and service providers under contract with Newco and who interact with Xxxxx Systems relative to the Base Services, as Newco reasonably requests.

(f) Procurement. At Newco’s written request, Xxxxx Systems shall, as part of the Base Services, use its reasonable commercial efforts to procure third party equipment, software and other products or services on behalf of Newco. Xxxxx Systems shall procure such items as a Pass Through Expense without markup (unless Xxxxx Systems has responsibility for the equipment or software, in which case such items will be purchased by Xxxxx Systems as part of its charges for the Base Services). Nothing in this section obligates Newco to procure any third party equipment, software or other products or services through Xxxxx Systems.

(e) Web Site Services. As part of the Base Services, Xxxxx Systems shall provide Services relating to the hosting and operation of Newco’s web sites listed in Schedule 6.4 (as amended from time to time), which Services include, but are not

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limited to, procuring, providing, installing and managing the hardware, software, and other materials and devices necessary to implement, operate and maintain the Newco web sites on behalf of Newco consistent with the requirements set forth in Exhibit B. As part of the Base Services, Xxxxx Systems shall provide such assistance as Newco may request, install and configure hardware and software, including, without limitation, server and network hardware, install and integrate security monitoring tools, install and integrate logging and reporting systems, integrate and test all systems relating to the operation of the Newco web sites, and monitor the availability and performance of the Newco web sites and related Supported Software, all in accordance with this Exhibit A.

(g) Hardware and Software Maintenance. As part of the Base Services, Xxxxx Systems shall support and maintain the Supported Hardware and Supported Software, in accordance with this Exhibit A, which support and maintenance shall include, but not be limited to, correcting (or causing a third party to correct) errors, malfunctions and failures of the Supported Hardware and Supported Software that adversely affect the capacity, capability or functionality of the Supported Hardware and Supported Software or Newco’s other systems, hardware, software or networks, and providing (or causing a third party to provide) bug fixes, refinements, improvements, enhancements, or other updates of or to the then-existing features of the Supported Hardware and Supported Software. Xxxxx Systems agrees to license to Newco and the Supported Affiliates, for themselves and Franchisees/Licensees, all Maintenance Modifications and documentation and to provide all such Maintenance Modifications to Newco in source code and object code version via an agreed upon medium.

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3. HELP DESK SERVICES

3.1 Introduction to Help Desk Services

Xxxxx Systems will provide and manage the help desk (“Help Desk”) described in this Article 3 of Exhibit A and the Operations Procedures Manual to perform the following (collectively, “Help Desk Services”): (i) address End User reported problems and respond to questions concerning the Services (ii) request Services (e.g. IMACs and Break/Fix) and (iii) assist in the resolution of reported problems (or temporary work-arounds) in accordance with the Problem Management Process. In providing the Help Desk Services, to the Help Desk will act as the contact point, via a toll free telephone number provided by Xxxxx Systems, for End Users who require assistance in the resolution of problems, concerns, and questions and to request applicable Services. Calls into the Help Desk will be answered in English. If a problem cannot be resolved by telephone, the Help Desk will handle the problem via the escalation procedures set forth in the Operations Procedures Manual.

3.2 Xxxxx Systems Responsibilities for the Help Desk Services

Xxxxx Systems’ responsibilities for Help Desk Services includes, without limitation:

(a) provide, program and maintain the automatic call distribution equipment Xxxxx Systems utilizes to provide the Help Desk Services;

(b) receive, log and dispatch or transfer Calls, as appropriate;

(c) open a Call record (problem ticket) to document Calls. A Call record may include information such as End User information, Call record number, date and time opened, service requested, problem description or symptoms, Call assignment (for example, Xxxxx 0 Xxxxxxx, Xxxxx 0 Support), Call status, and Call resolution and closure information;

(d) prioritize Calls in accordance with the Severity Codes;

(e) perform problem analysis, when appropriate, including identification of the source of the problem;

(f) provide Call status as the End User requests;

(g) dispatch or arrange for on-site support, if required, for problem determination and/or resolution;

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(h) notify the designated Newco contact at affected Supported Sites of Supported Hardware or Supported Software failures in accordance with the process set forth in the Operations Procedures Manual;

(i) provide a status recording for Supported Systems with status information such as known major incidents and estimated recovery times;

(j) interface with and coordinate problem determination and resolution with the designated Newco contact at the affected Supported Site and all applicable Third Party Vendors;

(k) monitor problem status and facilitate problem closure within defined Severity Codes or escalate in accordance with the escalation procedures defined in the Operations Procedures Manual;

(l) provide input to appropriate Newco Personnel on End User training requirements based on problem Call tracking and analysis;

(m) with Newco’s assistance, establish and maintain Call prioritization guidelines and escalation procedures;

(n) develop Help Desk operational processes and procedures and provide to Newco for distribution;

(o) maintain a contact list of Xxxxx Systems’ points of contact, including names and telephone, pager and fax numbers, and provide to Newco for distribution;

(p) communicate to the designated Newco contact at Supported Sites on available Base Services and the procedures for accessing such Base Service;

(q) provide a standard monthly report to Newco summarizing the Calls (by status code) received and handled by the Help Desk for the prior month;

(r) using the information contained in the standard monthly reports, Xxxxx Systems will provide information to Newco on Call trends and make recommendations (for example, additional End User training requirements), where appropriate; and

(s) perform an analysis of Newco’s requirements and propose a solution for a web-based interface (Help Now) to allow submission of problem tickets, checking of problem status, password reset and checking of systems status.

3.3 Newco Responsibilities for the Help Desk Services

Newco will provide or perform the following in order for Xxxxx Systems to perform the Help Desk Services:

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(a) provide and publish a single toll free telephone number for End Users to contact the Help Desk;

(b) perform all End User training on hardware and software (Xxxxx Systems to train Newco’s training personnel);

(c) maintain and distribute an Newco contact list for Supported Sites and Remote Support Sites, including names and telephone, pager and fax numbers, for use by Help Desk staff to contact appropriate Newco personnel for problem determination assistance and escalation and ensure such personnel are available as required;

(d) assist Xxxxx Systems in establishing Call prioritization guidelines and escalation procedures;

(e) communicate the Help Desk processes for reporting problems and requesting Services to Newco’s End Users;

(f) communicate support responsibilities and procedures to the designated Newco contact at the Supported Sites or the Remote Support Site and applicable Third Party Vendors (for example, providing Call status and resolution to the Help Desk and ensure adherence to such procedures); and

(g) assist Xxxxx Systems, as requested and in a time frame commensurate with the assigned problem Severity Code and associated Service Level commitment, in the resolution of recurring problems which are the result of End User error.

3.4 Help Desk Services in Support of the Data Center Services

(a) Xxxxx Systems’ responsibilities for providing the Help Desk Services in support of the Data Center Services includes, without limitation, the following:

(iv) provide Level 1 Support and coordinate Xxxxx 0 and Level 3 Support for the Supported Hardware and Supported Software;

(v) report on the status of batch jobs, upon Newco’s request;

(vi) instruct appropriate PSC Personnel to reset passwords and perform logon ID administration in accordance with Newco-provided security guidelines; and

(vii) at the direction of Newco or as required to meet applicable Service Levels, instruct appropriate PSC Personnel to recycle, start and stop Supported Hardware.

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(b) Newco’s responsibilities for the Help Desk Services in support of the Data Center Services includes the following:

(i) Newco will provide Xxxxx Systems with the security guidelines, including the Supported System access authorization profiles; and

(ii) Newco will, in its sole discretion, authorize exceptions to the security guidelines.

3.5 Help Desk Services in Support of Desktop Services

(a) Xxxxx Systems’ responsibilities for providing the Help Desk Services in support of the Desktop Services includes, without limitation, the following:

(i) provide Xxxxx 0 Xxxxxxx, xxxxxxxxxx Xxxxx 0 and Level 3 Support for Supported Desktop Hardware (including handheld rental devices) identified in Attachment A-4 to this Exhibit A;

(ii) instruct appropriate PSC Personnel to perform LAN administration and related security functions (for example, password resets); and

(iii) with respect to desktop hardware other than Supported Desktop Hardware:

(1) provide Level 1 Support, to the extent possible with available Help Desk personnel with knowledge of such hardware;

(2) as appropriate, refer problems or questions to the designated Newco contact at the affected Supported Site or Remote Support Site for resolution; and

(3) dispatch applicable Third Party Vendors to perform on-site services (for example, deskside support, hardware maintenance, IMACs) at Newco’s request and instruction or at Xxxxx Systems’ recommendation (subject to Newco’s consent).

(b) Newco’s responsibilities for the Help Desk Services in support of the Desktop Services includes the following:

(i) communicate the Desktop Standards for Supported Desktop Hardware, Supported Desktop Software and maintenance or repair services to End Users;

(ii) ensure that End Users are authorized to request the maintenance and repair services including the dispatch of Third Party Vendors to provide on-site services; and

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(iii) with respect to desktop hardware other than Supported Desktop Hardware:

(1) provide all Xxxxx 0 and Level 3 Support, and

(2) be responsible for the resolution/closure of any problems or questions referred to Newco by Help Desk staff.

3.6 Help Desk Services in Support of Core Application Services

(a) Xxxxx Systems’ responsibilities for providing Help Desk Services in support of the Core Application Services includes, without limitation, the following:

(i) develop, with Newco assistance, Level 1 Support scripts for use in providing Level 1 Support for End Users’ problems and questions relating to the Supported Software;

(ii) provide scripted Level 1 Support for software other than Supported Software for which Newco provides scripts and training (Xxxxx Systems is not responsible for providing Level 2 or Level 3 Support for such software);

(iii) redirect Calls requiring Xxxxx 0 and Level 3 Support to the appropriate Xxxxx Systems application support group for problems and questions relating to the Supported Software; and

(iv) redirect Calls requiring Xxxxx 0 and Level 3 Support to the appropriate Newco application support group for problems and questions relating to software other than Supported Software.

(b) Newco’s responsibilities for the Help Desk Services in support of the Core Application Services includes the following:

(i) Newco will provide assistance to Xxxxx Systems in the development of Level 1 Support scripts for Supported Software.

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4. DATA CENTER SERVICES

4.1 Introduction to Data Center Services

Xxxxx Systems will perform the activities described in this Article 4 of Exhibit A and the Operations Procedures Manual in support of the Supported Hardware, Supported Software and related environments located at the Data Centers (the “Data Center Services”). Responsibilities for the Data Center Services include the following:

(a) establishing and maintaining a properly trained and adequate staff at the Data Centers, including necessary management and support staff; and

(b) management of the Supported Servers (including the mainframe until decommissioning), which consists of End User registration, creating and maintaining End User profiles, granting End User access and authorization, providing ongoing End User password support, announcing and providing new networking services for End Users and providing administrative support for certain Supported Servers (for example, print, file, directory, e-mail).

4.2 Management and Control of the Data Center Services (including applicable Systems Management Controls)

Each party’s responsibilities for the management and control of the Data Center Services and Systems Management Controls applicable to the Data Center Services are described below.

(a) End User administration activities.

(i) Xxxxx Systems’ responsibilities for performing End User administration activities will include, without limitation, the following:

(1) maintain access controls and provide individual and group access to LAN and Supported Servers to End Users and PSC Personnel;

(2) register new End Users and delete existing IDs and accounts as Newco requests;

(3) assign and change End User passwords;

(4) adhere to Newco’s standard naming convention when adding or deleting resources; and

(5) with respect to Supported Servers:

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(A) create and maintain user groups;

(B) create and maintain user profiles;

(C) create and maintain configuration files located on Supported Servers for client machines;

(D) assign and delete home directories;

(E) manage queues for shared printers;

(F) manage directory service;

(G) enable and disable shared resources;

(H) create and maintain user login and logon scripts;

(I) manage and maintain Data Network connectivity between Xxxxx Systems and Newco;

(J) have root authority and password authority;

(K) monitor the amount of utilized Supported Server disk space; and

(L) provide access to End Users to print, file, directory and e-mail services.

(ii) Newco will provide or perform the following:

(1) provide designated PSC Personnel with supervisor-equivalent IDs and passwords where required to provide the Services;

(2) provide Xxxxx Systems with user and group access authorizations;

(3) define and provide to Xxxxx Systems Newco’s standard naming conventions;

(4) with respect to Supported Servers, Newco will:

(A) provide directory structure requirements;

(B) designate the amount of Supported Server disk space to be allotted to End Users;

(C) provide Xxxxx Systems with applicable Supported Software vendor license agreements for Supported Software residing on Supported Servers, as required;

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(D) maintain financial responsibility for the Data Network connectivity between Xxxxx Systems and Newco; and

(5) for Supported Servers located at Remote Support Sites, Newco will:

(A) designate an Newco contact at each Remote Support Site to provide on-site assistance with Supported Server administrative functions (for example, recycle, power on and off for equipment, and inspect cable connections);

(B) provide a phone number, e-mail address or fax number to enable Xxxxx Systems’ Supported Server administration specialist to communicate with Newco’s support personnel located at Remote Support Sites;

(C) for dial-up services, provide and maintain the required hardware and acceptable data transmission phone lines for remote access and paging; and

(D) pay all telecommunication charges associated with dial-back equipment and pager phone calls.

(b) Configuration Management

(i) Xxxxx Systems will maintain documentation for the following:

(1) Supported Systems configuration;

(2) Data Network operating systems configuration;

(3) backup and restore processes;

(4) Supported Hardware configuration reports; and

(5) With respect to Supported Servers:

(A) protocol details;

(B) user group definitions;

(C) user definitions;

(D) addressing schema;

(E) disk space mappings; and

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(F) access rights reports.

(ii) Newco will provide Xxxxx Systems with existing documentation and future requirements, as available, for the following:

(1) Supported Systems configuration;

(2) Data Network operating systems configuration;

(3) backup and restore processes;

(4) Supported Hardware configuration reports; and

(5) With respect to Supported Servers:

(A) protocol details;

(B) user group definitions;

(C) user definitions;

(D) addressing schema;

(E) disk space mappings;

(F) Supported Hardware configuration reports; and

(G) access rights reports.

(c) General logical and physical management for Supported Servers

(i) Xxxxx Systems’ responsibilities will include, without limitation, the following for Supported Servers:

(1) perform initial Supported Server configuration for the installed operating system;

(2) setup addresses; and

(3) monitor Supported Servers and log logical access to Supported Server resources.

(ii) Newco will:

(1) provide the required physical environment for Supported Servers located at the Newco Supported Sites and provide Xxxxx Systems with access to such resources;

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(2) provide Xxxxx Systems with the Supported Server configuration (hardware components, software and communication devices) for each Newco Supported Site; and

(3) provide Xxxxx Systems (as appropriate) with drawings of each Newco Supported Site. Such drawings should include detail, for example, on partitions, doors, equipment racks, electrical power receptacle locations, phone xxxx locations, telecommunications port locations, Supported Server port locations, and room designations.

(d) Change Management

(i) Xxxxx Systems’ responsibilities for Change Management will include, without limitation, the following:

(1) with Newco, develop procedures for handling planned and emergency changes affecting the Supported Systems, including review, approval, communication and proper documentation;

(2) communicate changes made by Xxxxx Systems affecting the Supported Systems in accordance with the Change Management procedures contained in the Operations Procedures Manual and in Exhibit F;

(3) record and track approved change requests;

(4) schedule or manage testing and implementation of approved changes, including communication to and coordination with affected Newco business units;

(5) evaluate planned changes to the Supported Systems and advise Newco of any requirements to support such changes;

(6) provide automation scripts, where possible, for tasks associated with a change;

(7) receive and handle notification of related change activity;

(8) provide a test environment and evaluate applications and Tools configuration before integrating the same into the production environment;

(9) track change history of managed resources; and

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(10) provide standard Change Management reports as set forth in the Operations Procedures Manual.

(ii) Newco will:

(1) assist Xxxxx Systems in developing procedures for handling all planned and emergency changes affecting the Supported Systems including review, approval, communication and proper documentation; and

(2) notify Xxxxx Systems of any planned or emergency changes to Newco’s environment affecting Xxxxx Systems’ provision of the Services.

(e) Performance Management

(i) Xxxxx Systems’ responsibilities for Performance Management will include, without limitation, the following:

(1) With Newco’s assistance, define performance indicators and monitor Supported Systems performance against such indicators;

(2) install management agents provided by Newco;

(3) take appropriate action (for example, tuning, and notifying the Newco Project Executive) when Supported Systems’ performance is negatively impacted;

(4) with Newco’s assistance, establish a schedule for performing Supported Systems’ maintenance (for example, virus detection, backup, DASD cleanup, and testing) and modifications and enhancements;

(5) advise Newco of any required Supported System configurations and/or modifications necessary to enable Xxxxx Systems to meet the Service Levels;

(6) provide standard performance reports;

(7) With respect to Supported Servers:

(A) review configuration data and usage patterns;

(B) establish performance thresholds and exception reporting procedures;

(C) with Newco’s approval, establish a schedule for performing Supported Server maintenance (for example, virus

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detection, backup, disk space cleanup, and testing such as defragmentation) and modifications and enhancements so as to minimally impact End Users;

(D) perform required operating system configurations and modifications as necessary: and

(E) provide proper power protection equipment at Xxxxx Systems’ Data Centers (for example, battery and power surge protection).

(ii) Newco will

(1) assist Xxxxx Systems in establishing a schedule for performing Supported Systems maintenance (for example, virus detection, backup, DASD cleanup, testing and testing such as defragmentation) and modifications and enhancements so as to minimally impact End Users;

(2) provide proper power protection equipment at Newco Data Centers (for example, battery and power surge protection); and

(3) be responsible for all costs associated with providing Supported Server hardware, software and Data Network connectivity required by Xxxxx Systems to provide the Base Services.

(f) Problem Management

(i) Xxxxx Systems’ responsibilities for Problem Management will include, without limitation, the following:

(1) perform Problem Management tasks including real-time mainframe and Supported Server monitoring, problem identification, reporting, logging, tracking, resolution, communication and escalation for problems; and

(2) with Newco’s assistance:

(A) review and update from time to time problem priority levels and associated escalation procedures for inclusion in the Operating Procedures Manual;

(B) review and update from time to time backup and recovery processes and procedures for Critical Services for inclusion in the Operating Procedures Manual;

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(C) define indicators to monitor;

(D) define alert and paging processes and procedures, including escalation procedures;

(E) develop and maintain a plan that enables the recovery of Newco Data due to unplanned operational types of failures such as equipment malfunction, temporary power disturbances and abnormal termination; and

(3) assign ownership and priority for each reported problem, in accordance with the Problem Management procedures set forth in the Operations Procedures Manual.

(ii) Newco will assist Xxxxx Systems with the following:

(1) defining problem priority levels and associated escalation procedures for inclusion in the Operations Procedures Manual;

(2) establishing backup and recovery processes and procedures for the Critical Services (including Supported Servers that Newco identifies as Critical Services) for inclusion in the Operations Procedures Manual;

(3) defining indicators to monitor;

(4) defining alert and paging processes and procedures; including escalation procedures; and

(5) developing and maintaining a plan that enables the recovery of data due to unplanned operational types of failures such as equipment malfunction, temporary power disturbances and abnormal termination.

(iii) Newco will provide or perform the following:

(1) provide to Xxxxx Systems a list of the designated Newco contact(s) at each Remote Support Site for purposes of assisting with problem resolution and escalation, if required, including any updates as they occur;

(2) ensure the appropriate Newco Personnel are available to interface with Xxxxx Systems to resolve complex Data Network problems affecting Xxxxx Systems’ provision of the Services; and

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(3) with respect to Supported Servers:

(A) identify the Supported Servers (i.e., Critical Services) requiring backup and recovery and provide all required hardware and software necessary to implement the backup and recovery of such Supported Servers;

(B) provide for an environment to protect the backup tapes for recovery purposes;

(C) for those problems that are transferred to Newco for resolution, notify Xxxxx Systems of the resolution; and

(D) provide Supported Server backup systems and tapes.

(g) Capacity Planning

(i) Xxxxx Systems’ responsibilities for Capacity Planning will include, without limitation, the following:

(1) notify Newco when any Supported Server reaches the mutually agreed critical usage levels and that additional capacity is required to perform the Base Services in accordance with the Service Levels; and

(2) monitor and document Newco’s current Supported Server workloads and provide the information to Newco for use in determining future capacity requirements.

(ii) Newco will:

(1) pay for any additional capacity for any Supported Server that has reached critical usage levels and is impacting Xxxxx Systems’ ability to provide the Base Services;

(2) project Supported Server performance, and capacity and throughput for new Supported Software before promotion into the production environment; and

(3) project future Supported Server-based trends and capacity requirements for new projects and provide such information to Xxxxx Systems as it pertains to the Base Services.

(h) Installation Services for the Supported Servers

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(i) Xxxxx Systems’ responsibilities for installing Supported Services will include, without limitation, the following:

(1) plan for, install, and configure Supported Software on Supported Servers in the Data Centers, provided however that installation of new Supported Servers will be provided utilizing the Application Support Pool or as a Additional Service;

(2) communicate to the designated Newco contact at Supported Sites, via the Change Management process, any installation prerequisites (for example, additional disk space and memory) and any post install procedures that need to be followed after the installation is completed; and

(3) Provide coordination for installations of Supported Hardware and Supported Software (e.g., wiring, facilities, floorspace, and power).

(ii) Newco will:

(1) provide Xxxxx Systems with operating system Supported Software installation and customization business requirements;

(2) provide the required network connectivity and bandwidth; and

(3) ensure compliance by End Users and Newco ‘s business units, via the Change Management process, with any communicated installation prerequisites and post install procedures.

(i) Availability Management for the Data Network

(i) Xxxxx Systems’ responsibilities for the availability of the Data Network will include, without limitation, the following:

(1) assist Newco in defining Newco’s Data Network availability requirements;

(2) develop an availability plan;

(3) track, analyze and report on availability;

(3) contact the appropriate Third Party Vendor to provide Data Network Supported Hardware and Supported Software maintenance in accordance with the equipment manufacturer’s specifications;

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(4) provide required support procedures regarding the Data Network to Newco; and

(5) recommend Data Network availability improvements.

(ii) Newco will:

(1) with Xxxxx Systems’ assistance, define Newco’s availability requirements for the Data Network;

(2) ensure the appropriate Newco Personnel are available to interface with Xxxxx Systems Personnel, as required, to isolate or resolve complex Data Network, operational or software problems affecting the Data Network; and

(3) provide proper power protection equipment (for example, battery and power surge protection) for the Data Networks.

(j) Data Management for the Supported Servers

(i) Xxxxx Systems’ responsibilities for Newco Data management will include, without limitation, the following:

(1) with Newco, establish and document in the Operations Procedures Manual, the frequency and types of required data backup as well as the retention periods for Newco Data; and

(2) perform backup and recovery for Newco Data residing on Supported Servers, including interfacing with Newco -specified tape storage facilities, if any.

(ii) Newco will:

(1) define the frequency and types of required Newco Data backup as well as the retention periods for such data; and

(2) provide the required tape storage facilities.

(k) SYS/M Administration and Management

(i) Xxxxx Systems’ responsibilities for Newco’s SYS/M mail application (“SYS/M”) will include, without limitation, the following:

(1) Install hot fixes, patches and service packs for the currently installed version of SYS/M, as required;

(2) Install major version upgrades to SYS/M as a Change Order utilizing the Application Support Pool or as an Additional Service;

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(3) Respond to and resolve SYS/M problems including, connectivity, mail flow and performance problems;

(4) Monitor the utilization of SYS/M in terms of the number of End Users, the amount of free space per Supported Server, and the size of the database. Notify Newco if additional hardware resources are required;

(5) Monitor and maintain the SYS/M databases. Compress the databases as required;

(6) Monitor SYS/M mail system application availability and initiate corrective action, as required;

(7) Respond to requests from Newco related to security breaches;

(8) Backup and restore the SYS/M application and data;

(9) Add/delete mailboxes;

(10) Add/delete End User’s IDs;

(11) Perform name changes;

(12) Monitor event logs for unusual errors or indications;

(13) Comply with and enforce SYS/M standards provided by Newco; and

(14) Support the SYS/M to Exchange bridge application.

(ii) Newco will:

(1) Provide software releases and licensing necessary for Newco SYS/M; and

(2) Establish standards for the SYS/M environment and communicate changes to Xxxxx Systems.

(l) Microsoft Exchange Management and Administration

(i) Xxxxx Systems’ responsibilities for Newco’s Microsoft Exchange Supported Software application will include, without limitation, the following:

(1) install hot fixes, patches and service packs for the currently installed version of the Microsoft Exchange Server application, as required;

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(2) upon Newco’s request, install major version upgrades to the Microsoft Exchange Server Application as a Change Order utilizing the Application Support Pool or as an Additional Service;

(3) respond to and resolve Microsoft Exchange problems including, connectivity, mail flow, replication and performance problems for the Supported Sites and escalate Microsoft Exchange problems to the appropriate Third Party Vendors for resolution when necessary;

(4) using standard monitoring tools, monitor the utilization of Microsoft Exchange in terms of the number of users per Supported Server, the amount of free space per Supported Server, and the size of the database per Supported Server, and notify Newco if additional Supported Servers are required;

(5) monitor and maintain the Newco Microsoft Exchange databases. Compress the databases as required;

(6) monitor mail system application availability on all Supported Servers that host Microsoft Exchange and initiate corrective action, as required;

(7) monitor mail system queues on all Supported Servers that host Microsoft Exchange and initiate corrective action, as required;

(8) monitor public folder replication and take corrective action, as required;

(9) respond to requests from Newco related to security breaches;

(10) backup and restore the Microsoft Exchange application and data;

(11) add/delete mailboxes;

(12) add/delete End User’s IDs;

(13) maintain Group IDs (Newco Manages Group content);

(14) perform name changes;

(15) perform mail directory updates, and maintain their associated lists (i.e. for Exchange, the global address list);

(16) monitor event logs for unusual errors or indications; and

(17) Install and maintain the Microsoft Exchange client software.

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(ii) Newco will:

(1) be financially responsible for providing and maintaining the Microsoft Exchange client software licenses;

(2) provide software releases and licensing necessary for Newco Microsoft Exchange server application; and

(3) define standards for the Microsoft Exchange environment and communicate changes to Xxxxx Systems.

4.3 Description of Data Center Services

Xxxxx Systems will perform the following Data Center Services for the Supported Systems located at the following Supported Sites (the “Data Centers”): Xxxxx Systems’ Plano Technology Center (PTC), Xxxxx Systems’ Xxxxxxxxxx Information Management Facility (RIMF), Ft. Lauderdale (Plaza), Ft. Lauderdale (Data Center), Boca Raton, FL (formerly T-Xxx now located on Blue Lake Drive), Salt Lake City Reservation Center, Minneapolis Reservation Center, Goose Creek Reservation Center, Etobicoke, Toronto, Canada and/or such other locations that are added as Supported Sites during the Term in accordance with the MSA.

(a) Processing Operations at the Data Centers.

(i) Xxxxx Systems’ responsibilities for processing operations at the Data Centers will include, without limitation, the following:

(1) support the test, production, quality assurance, training and development Supported Systems environments;

(2) provide computer operations support and perform console monitoring activities;

(3) operate and provide Supported Software application availability to present and future Supported Software to support the operating schedules of Newco in accordance with the Service Levels;

(4) with the approval of the Newco Project Executive, schedule Supported Systems maintenance so as to minimize interference with Newco ‘s business operations;

(5) regularly monitor End User submitted job submissions and scheduled job submissions to verify that these jobs are successfully completed as time permits in view of competing production resources; and

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(6) make available, monitor and process on-line and batch Supported Software applications, including scheduled, unscheduled and on-request as well as End User initiated processing.

(ii) Newco will be responsible for selecting, or defining requirements for, all Supported Software. Upon agreement of the Parties through the Change Order Process, Xxxxx Systems will operate new Supported Software selected by Newco, provided such Supported Software is compatible with the operating environment.

(b) Production Control Services at the Data Centers.

(i) Xxxxx Systems’ responsibilities will include, without limitation:

(1) schedule, control and monitor the running of production jobs in the Data Center using scheduling and quality control procedures as specified in the Operations Procedures Manual;

(2) prioritize and schedule batch jobs and report distribution systems subject to Newco’s schedule parameters including automated scheduling features in the Applications Software and Newco’s specific directions, so on-line Supported Software applications dependent on batch processing and batch process outputs will be available as scheduled;

(3) obtain Newco approval for and distribute major production control schedules before implementation, as specified in the Operations Procedures Manual;

(4) update the scheduler database, as required, to reflect changes to the production environment;

(5) monitor scheduler related incidents, and develop and recommend refinements and revisions to the scheduler database;

(6) provide requirements for job ABEND restart instructions;

(7) coordinate and modify schedules for special requests, follow Newco priorities and notify Newco if special requirements will affect the timely completion of other tasks (so that Newco may adjust its priorities);

(8) to the extent reasonably possible, process special request activities within the requested time frames and in the sequence Newco defines; and

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(9) maintain production schedules and cooperate with Newco in responding to special processing requests and new processing requirements.

(ii) Newco will:

(1) review and approve the process for batch job submission, including scheduling (when can jobs run) and exceptions; and

(2) provide change requirements to the batch schedule in accordance with the Change Management process.

(c) Systems and Technical Support for the Data Centers.

(i) Xxxxx Systems’ responsibilities for technical support for the Supported Systems will include, without limitation, the following:

(1) for new Supported Hardware products ordered by Xxxxx Systems through Newco’s procurement function, designate a Xxxxx Systems focal point to:

(A) receive the order(s) at the Xxxxx Systems’ work location;

(B) reconcile the shipping documentation to the products actually received;

(C) verify that the ordered product was received in operating condition;

(D) execute an Order/Confirmation (as provided by Newco) and notify Newco procurement of any inaccuracies or items damaged during shipment; and

(E) sign and forward all correct Order/Confirmations within five business days of receipt;

(2) perform technical Supported System support operations, including DASD management, Supported System programming (mainframe only), Supported Server administration, capacity planning and performance tuning for the Supported Software;

(3) upon request, provide support for the refresh of the Supported Systems environments (test, QA, training, development, etc.) (applicable data and code);

(4) provide support for the Supported Hardware and the Supported Software;

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(5) evaluate, recommend, install and maintain the Supported Software and Supported Hardware;

(6) apply preventive maintenance and program temporary fixes provided to Xxxxx Systems for no additional charge to correct defects in the Supported Software;

(7) provide or obtain new versions and releases, upgrades or replacements of mainframe and Supported Software;

(8) support the operating systems and subsystems, compilers, programming languages, middleware and operational tools; and

(9) perform major version upgrades of the Supported Software as a Change Order utilizing the Application Support Pool or as an Additional Service.

(d) File Services at the Data Centers

(i) Xxxxx Systems’ responsibilities for Newco’s files located at the Data Centers will include, without limitation, the following:

(1) keep files under Xxxxx Systems’ control, maintain currency of such files and make available during scheduled access times;

(2) initiate and complete required data processing activities concerning data integrity (for example, handling line transmission errors) of the processed files, according to the procedures specified in the Operations Procedures Manual;

(3) verify, using tools and procedures specified in the Operations Procedures Manual, the receipt of incoming files and the processing and transmission of outgoing files;

(4) document, maintain and, as appropriate, update and execute mutually approved file backup and recovery procedures;

(5) provide a recovery procedure for restoring the data image to a previous level within a mutually agreed time frame;

(6) conduct regularly scheduled backup and recovery procedures as specified in the Operations Procedures Manual and as prioritized by Newco (for example, data set restore), so as to avoid impacting scheduled operations, and provide recommendations to Newco regarding backup and recovery considerations such as improved levels of protection, efficiencies and cost reductions;

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(7) conduct routine monitoring and corrective action according to procedures Xxxxx Systems prepares and Newco approves for intermediate files used for on-line and batch processing;

(8) verify availability of adequate file space for processing; and

(9) report to Newco on Newco’s disk space utilization and requirements for Newco’s planning purposes.

(ii) Newco will:

(1) define requirements for job recovery management; and

(2) define requirements for file backup and recovery procedures.

(e) Tape Management Services

(i) Xxxxx Systems’ responsibilities for managing Newco’s tapes at the Data Centers will include, without limitation, the following:

(1) retain tapes for a mutually agreed retention period for auditing purposes;

(2) rotate tapes, as required, for off-site storage;

(3) log and track physical tapes that are checked in and out of the Data Center by Newco or a Third Party in accordance with the procedures specified in the Operations Procedures Manual;

(4) store tapes and paper documentation, as appropriate, at the off-site storage facility specified by Newco;

(5) notify Third Party tape storage provider when it is time to scratch or return a tape in accordance with the procedures specified in the Operations Procedures Manual;

(6) complete tape mounts in sufficient time to meet production processing requirements in accordance with the Service Levels;

(7) provide tape specifications to Newco;

(8) maintain adequate supplies for the tape environment and provide a sufficient scratch tape pool to service required processing needs, and notify Newco when additional tapes and other supplies are required;

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(9) retrieve archived tapes and restore required files and data sets within mutually agreed time frames;

(10) upon Newco’s reasonable request, allow Newco to review tape management operations, including mailing and receipt control; and

(11) report tape utilization to Newco.

(ii) Newco will:

(1) define requirements for off-site tape storage and archiving;

(2) provide the required off-site tape storage facilities and services;

(3) provide tapes as Xxxxx Systems requests that meet the Xxxxx Systems-provided tape specifications; and

(4) be responsible for the costs associated with the transportation of tapes between the Data Center and an off-site storage facility.

(f) Database Management Services

(i) Xxxxx Systems’ responsibilities for managing Newco’s database environments will include, without limitation, the following:

(1) participate in planning for changes in the size of databases due to business growth or reduction and applications development projects, and review Newco’s plans on a regular basis;

(2) provide physical and operating systems database support for Newco’s database environments and those databases Xxxxx Systems establishes at Newco’s direction;

(3) in cooperation with Newco, monitor and report database performance and database space utilization and identify and recommend practical modifications for improved performance, and, implement reasonable modifications as approved by Newco;

(4) maintain and implement mutually agreed database archive processes and procedures;

(5) maintain mutually agreed database backup procedures, based upon requirements provided by Newco, to recover from a database outage or corrupted database within time frames specified in the Operations Procedures Manual;

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(6) maintain physical database definitions and make such definitions available to Newco upon request;

(7) promote Newco-approved database changes into the production environment;

(8) be responsible for logical and physical database design and data modeling and cooperate with Newco during physical database design and review;

(9) in cooperation with Newco, maintain the standard database access routines application development and maintenance, and document any changes to such routines; and

(10) assist in problem determination and resolution of database management system issues including escalation to the applicable Third Party Vendor for the affected Supported Software.

(ii) Newco will:

(1) define database backup and recovery requirements;

(2) provide requirements for changes and upgrades to the databases; and

(3) define and approve database security requirements.

(g) Output Services

(i) Xxxxx Systems’ responsibilities for output device processing will include, without limitation, the following:

(1) produce and deliver output (for example, files, tapes, microfiche files, printed matter) in accordance with the Service Levels;

(2) track, manage, communicate and resolve problems related to output production and delivery;

(3) separate, package, label, scan and track tape output and distribute to the mutually agreed distribution drop point in accordance with the Service Levels;

(4) verify that the files are on the queue and available for transmission to the applicable Newco output and production control locations within the mutually agreed time frames and monitor file transmissions and network messages regarding network connectivity;

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(5) deliver hard copy output to the designated drop location(s) within the designated Data Center;

(6) work with appropriate Newco Personnel to trace and attempt to find missing output items; and

(7) execute reruns of output Newco requests and notify Newco if rerunning any output will impact scheduled on-line or batch production processing.

(ii) Newco will:

(1) provide output distribution from the designated drop location(s) within the designated Data Center;

(2) with Xxxxx Systems’ assistance, trace and attempt to locate missing output items;

(3) notify Xxxxx Systems of any required reruns of output;

(4) be responsible for all distribution services (for example, mail, messenger, postage, courier); and

(5) be responsible for microfiche and microfilm supplies, and retrieval and storage of output.

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5 CORE APPLICATION SERVICES

5.1 Core Application Services Overview

The Core Application Services performed by Xxxxx Systems comprise the following categories of Services, all as described herein, in Support of the Supported Software and Developed Software (the “Core Application Services”):

(a) Break/Fix

(b) Ad-Hoc

(c) Maintenance

(d) Enhancement/New Development

Requests for Ad-Hoc, Maintenance and Enhancement/Development will be initiated by either Party in accordance with Change Control Process described in Exhibit F. Except as otherwise agreed, requests for Break/Fix will be initiated by either Party in accordance with the Problem Management process as set forth in the Operations Procedures Manual. Xxxxx Systems shall perform all Core Application Services as authorized and prioritized by Newco. Newco shall manage the business priorities for Change Orders, including realigning priorities within the entire portfolio of the above categories of Core Application Services. In the event that such actions are disadvantageous or impractical, then Xxxxx Systems shall recommend to Newco project management actions, which may include reprioritization of Change Orders and revision of requirements, provided that Newco shall direct Xxxxx Systems regarding implementing any such recommendations.

5.2 Xxxxx Systems Responsibilities for the Core Application Services

Xxxxx Systems’ overall responsibilities for the Core Application Services will include the following:

(a) determine requirements/specifications prior to producing a Rough Order of Magnitude Estimate (as defined in Exhibit F) or Change Order, and continue to update such requirements/specifications throughout the Change Order life cycle;

(b) track updates to create an audit trail of the changes to Change Orders;

(c) develop, integrate, and maintain Supported Software in accordance with Newco’s strategies, principles, and standards set forth in the Operations Procedures Manual relating to technical, data and Supported Software architectures;

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(d) use technologically current (e.g., design, development, integration, maintenance, test) tools and programming languages as appropriate to produce overall (i.e., in the aggregate) improvement in programmer productivity, code stability and reusability;

(e) determine if modifications or alternatives to Change Orders will be more cost effective to Newco and propose such cost effective modifications or alternatives to Newco, and implement such changes or alternatives as approved by Newco;

(f) based on the contents of each release for Supported Software, schedule releases (i.e., implementing changes into production) on a periodic basis as agreed to by the Parties. Newco and Xxxxx Systems shall lock down final release content two (2) weeks prior to the implementation dates. Exceptions to this schedule must be approved by Newco, and may include emergency changes for Supported Software in accordance with the Change Management process;

(g) provide soft-copy versions of all documents arising from or related to a Change Order to Newco;

(h) within 90 days of the Effective Date, evaluate Newco’s testing environment and provide Newco a written evaluation of suggested improvements;

(i) maintain a copy of the Supported Software library as of the Effective Date (the “Initial Applications Software Library”);

(j) comply with Newco’s backup procedures set forth in the Operations Procedures Manual;

(k) maintain, store, catalog and archive Supported Software code (both source and executable) that comes into the possession of Xxxxx Systems, taking into consideration the media on which such source code exists;

(l) develop and document deliverables under a Change Order in accordance with architectures and standards as set forth in the Operations Procedures Manual;

(m) perform Core Application Services so as to minimize disruption to production Supported Software, Supported Hardware and End Users;

(n) assist Newco in determining the requirements for, and participating in, the development and execution of End User training for the business system(s) resulting from Change Orders, including train the trainer, self-study guides and computer-based training consistent with the requirements of the Change Orders;

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(o) monitor trends within Newco’s industry and related industries and work with Xxxxx Systems in developing strategic plans for information technology;

(p) from time to time during the Term, identify opportunities for improvement within the then-current suite of Supported Software applications, including documenting and prioritizing activities which may result better performance or efficiency;

(q) provide training to Newco’s trainers who will in turn implement End User training;

(r) perform training as requested and prioritized by Newco, if such training is part of a Change Order;

(s) with respect to any missing source code to Supported Software, Xxxxx Systems will perform the following:

(i) if the missing source code is for VRS, Xxxxx Systems will recover the missing source code and will be responsible for all costs incurred in such recovery;

(ii) if the missing source code is for the Legacy Systems, Xxxxx Systems will assist Newco in the recovery of such source code; or

(iii) if the missing source code is for Supported Third Party Systems Software or Supported Third Party Applications Software, Xxxxx Systems will contact the applicable vendor to recover the missing source code, if available.

Xxxxx Systems will conduct a source code inventory of the Ancillary Applications within 90 days of the Effective Date and will work with the applicable Third Party Vendor to recover any missing source code, if such source code is available; and

(t) perform source code audits as requested and prioritized by Newco and Xxxxx Systems;

(u) develop, and thereafter maintain, a knowledge base of documentation gathered throughout the project’s life and allow for re-use of such documentation for future projects;

(v) perform the Core Application Services for Enhancement/New Development Change Order in accordance with the Development Methodology described in the Operating Procedures Manual; and

(w) utilize the applicable source code, version and release control processes and tools that are in use by Newco as of the Effective Date to perform Core Application

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Services or, subject to Newco’s approval, utilize Xxxxx Systems processes and tools that are no less rigorous than such Newco processes and tools.

5.3 Application Support Pool and Application Enhancement Pool

As part of the Core Application Services, Xxxxx Systems will provide the following pools (“Pools”) of PSC Personnel to perform work activities described in this Exhibit A. The Pools will work primarily on Core Application Services activities, but may work on other activities in support of Supported Hardware, subject to the Change Control Process set forth in Exhibit F.

(a) Application Support Pool. Xxxxx Systems will provide a pool of PSC Personnel (the “Application Support Pool”) to perform Break/Fix, Maintenance and Ad-Hoc or other Changes as directed and prioritized by Newco. During each month of the Term, Xxxxx Systems will provide the number of PSC Personnel for the Application Support Pool in accordance with the baseline set forth in Attachment C-2 to Exhibit C.

(b) Application Enhancement Pool. Xxxxx Systems will provide a pool of PSC Personnel (the “Application Enhancement Pool”) to perform Enhancement/New Development or other Changes as directed and prioritized by Newco. During each month of the Term, Xxxxx Systems will provide the number of PSC Personnel for the Application Enhancement Pool in accordance with the baseline set forth in Attachment C-2 to Exhibit C.

5.4 General Pool Management and Reporting

Xxxxx Systems will perform the following responsibilities to assist Newco in properly allocating resources:

(a) Each month or as otherwise agreed, Xxxxx Systems will perform the following:

(i) Track and report to Newco the Labor Hours expended from the each of the Pools categorized by Break/Fix, Ad Hoc, Enhancement/New Development, and Maintenance. Labor Hours from the Application Support Pool should reflect total hours by team (e.g., reservations, rent, fleet, RMS, etc) and by category and number of Change Orders within each category (i.e., Break/Fix, Ad Hoc, Enhancement/New Development and Maintenance). For Change Orders (except for Fixed Price Changes), reporting will further be detailed by Labor Hours expended on each milestone described in the applicable Change Order. Detail by specific Change Order tasks will be available upon request (except for Fixed Price Changes), but will not be included in regularly scheduled reporting. Such

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time reporting shall be standardized, uniform and detailed to reasonably describe the work performed as documented in the Operations Procedures Manual. Reporting processes and the types and definition of the relevant reports will be defined in the Operations Procedures Manual.

(ii) Review with Newco all Change Orders and Change Initiation Requests to assist Newco in assessing if the then-current Pool staffing / allocations are sufficient to meet Newco’s business needs.

(b) Each month or more frequently, as mutually agreed by the Parties, Xxxxx Systems will provide Newco a forecast of the next month’s time reporting for Break/Fix, Ad Hoc, Enhancement/New Development, and Maintenance. After each month, provide Newco with a written time report and a comparison of forecasts versus actual hours worked (in the above categories).

(c) At least once each calendar quarter or otherwise upon the reasonable request of Newco, review with Newco, by Supported Software application, all outstanding Change Orders to determine if the then-current Pool allocation is appropriate to meet Newco’s then-current priorities and requirements. As part of this review, update and confirm with Newco the current Pool staffing plan with a projection of the anticipated Pool staffing for the next quarter required to perform Core Application Services for Newco’s review for potentially reallocating hours based on current priorities.

(d) Assess the impact of Change Orders on existing and planned Pool resource levels. This will occur during the planning periods and as Newco identifies changes to the Change Orders. At the conclusion of this assessment, Xxxxx Systems will provide Newco with solution options that include:

(i) redirecting investment levels within the applicable Pool baseline;

(ii) increasing support above the applicable Pool baseline; and

(iii) developing a mutually agreed plan to implement such options.

5.5 Supported Software Support

Xxxxx Systems will provide Newco with technical support and advice on Supported Software as described below:

(a) Supported Third Party Systems Software:

(i) Xxxxx Systems will make available the Third Party Systems Software applications listed in Schedule 6.4(a) to support the development of

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Developed Software. Xxxxx Systems will not discontinue use of a particular Supported Third Party Systems Software application without Newco’s approval; provided, that Newco will assume support expenses for Supported Third Party Systems Software applications that Newco requires Xxxxx Systems to retain after the manufacturer withdraws its support.

(ii) In the event that Xxxxx Systems desires to discontinue use of a particular Supported Third Party Systems Software application, Xxxxx Systems may offer to migrate Newco to another software application having similar functions at Xxxxx Systems’ expense, and Newco will not unreasonably withhold its approval of such migration.

(iii) If Newco requests additional application development support products, such request will be considered as an Additional Service.

(b) Presentations to Newco:

(i) At least annually as part of the Technology Plan or more frequently as the Parties agree as part of a Change Order or as an Additional Service, Xxxxx Systems will gather information on the use and functions of new hardware and software products. Xxxxx Systems will present Newco with any information Xxxxx Systems regards as relevant to Newco’s business regarding the use and functions of such new products and services to a mutually agreed number of End Users.

(ii) At Newco’s request, Xxxxx Systems will send representatives to scheduled End User meetings.

(iii) Xxxxx Systems will identify the Xxxxx Systems technical team responsible for coordinating aspects of the technical operations and support related to the Base Services. The technical team will coordinate the systems support for Newco and will be Newco’s interface to the Xxxxx Systems support structure. The Operations Procedures Manual will contain the contact list and organizational structure for the technical team.

(c) Supported Software Verification:

Xxxxx Systems’ responsibilities for verifying Supported Software will include, without limitation, the following:

(i) provide Supported Software program problem determination and resolution, including providing support for Supported Software ABENDs and job recovery;

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(ii) minimize outages caused by Supported Software failures; and

(iii) upon request of Newco and subject to the Change Control Process, Xxxxx Systems will operate new software applications selected by Newco, provided such software is compatible with Newco’s operating environment.

5.6 Newco Responsibilities for Supported Software

(a) Newco’s responsibilities for Supported Software will include the following:

(i) during the Term, select, or define the requirements for the Supported Software. Newco will designate and document application information requirements, including report design and content, frequency of reports, and accessibility to information;

(ii) retain responsibility for license and related charges, including maintenance fees, and for prioritizing the workload of the Application Support Pool necessary to maintain and support Supported Software;

(iii) provide Xxxxx Systems with access to the source code for the application load modules executed in the Supported Software production environment, as required by Xxxxx Systems to provide the Base Services, to the extent that Newco can provide such source code or access;

(iv) enhance Retained Supported Software applications as indicated by performance evaluations at the request of Xxxxx Systems and approved by Newco; and

(v) have the right to audit, control and approve new Supported Software before its promotion into production.

(b) Newco responsibilities for verifying Supported Software will include the following:

(i) verify and evaluate any operating Supported Third Party Systems Software and hardware changes recommended by Xxxxx Systems;

(ii) follow the Change Control Process for all Supported Software changes, before submission or installation into the Supported Systems environment;

(iii) follow the Problem Management process, according to published problem resolution criteria contained in the Operations Procedures Manual and document problem resolution and closure;

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(iv) certify, in cooperation with Xxxxx Systems, that existing Supported Software applications function correctly when Xxxxx Systems installs new Supported Third Party Systems Software or upgrades to new releases of current Systems Software; and

(v) review, in conjunction with Xxxxx Systems, that new applications or functions are compatible with the operating environment.

5.7 Workflow for the Core Application Services

(a) The parties will utilize the following workflow process for Break/Fix, Ad-Hoc, Enhancement/New Development, and Maintenance.

(i) Break/Fix. Newco may from time to time request that Xxxxx Systems provide Break/Fix support or Xxxxx Systems may identify a problem and open a Break/Fix request through the Help Desk. As soon as reasonably practicable after receipt of a problem ticket from the Help Desk, and in accordance with the time frames set forth in the Operations Procedures Manual, Xxxxx Systems shall acknowledge the problem ticket for Break/Fix and, unless otherwise requested, perform such Break/Fix or a reasonable work around to remedy the problem.

(ii) Maintenance. Newco may from time to time request that Xxxxx Systems provide Maintenance support in accordance with the Change Control Process described in Exhibit F. Following Newco’s approval of the Change Order, Xxxxx Systems shall perform such Maintenance support in accordance with the Change Order.

(iii) Ad-Hoc. Newco may from time to time request that Xxxxx Systems perform Ad-Hoc Requests in accordance with the Change Control Process described in Exhibit F. Following Newco’s approval of the Change Order, Xxxxx Systems shall perform such Ad-Hoc Request in accordance with the Change Order.

(iv) Enhancement/New Development. Newco may from time to time request that Xxxxx Systems provide Enhancement/New Development in accordance with the Change Control Process described in Exhibit F. Upon Newco’s approval of the Change Order, Xxxxx Systems shall perform such Enhancement/New Development in accordance with the Change Order.

(b) Xxxxx Systems acknowledges that Newco may request Xxxxx Systems and other third parties to bid on certain Enhancement/New Development, subject to Section 2.4 of the MSA. In the event that Newco engages a third party to perform

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Enhancement/New Development, such third party shall conform to the applicable confidentiality and software license provisions and Newco’s application development standards and processes and the standards and procedures within the MSA (or as mutually agreed between Newco and Xxxxx Systems). Xxxxx Systems shall provide such third parties with cooperation, and access to software libraries, code, documentation, test facilities, and any other aspects of the Core Application Services that may be necessary for such third party to successfully complete its work for Newco. Upon completion of the third party work, Xxxxx Systems will have the opportunity to review third party developed code, including applicable acceptance test results, prior to Xxxxx Systems’ acceptance of such third party developed code for ongoing Core Application Services support (e.g., break/fix, adhoc requests, maintenance and enhancements/new development of such third party developed code).

5.8 Break/Fix

Upon receipt of a problem ticket requesting Break/Fix, Xxxxx Systems will, to the extent possible, diagnose and repair application and database related failures for Supported Software, including any Developed Software with assistance from Newco, in accordance with the Service Levels set forth in Exhibit B.

(a) Xxxxx Systems’ general Break/Fix responsibilities include the following:

(i) report problems in accordance with the Problem Management process;

(ii) track, manage, resolve and escalate, as required, reported problems for the Supported Systems;

(iii) perform root cause analysis with appropriate assistance from Newco for Severity 1 problems or other problems as requested by Newco;

(iv) update user, system, and operations documentation as necessary; and

(v) resolve incidents including rescuing Supported Systems, performing such functions as are necessary to reinstate service to the business (e.g., re-running jobs) and resolving issues caused by End User errors. This may include: (i) restarting or amending production schedules due to late arrivals of critical interfaces or due to Supported Hardware or Data Network communications problems; and (ii) at Xxxxx Systems’ election and upon Newco’s approval, performing permanent fixes so that problems do not re-occur. Xxxxx Systems shall work closely with Newco to provide proper production problem resolution.

(b) Specifically for Supported Software licensed from Third Party Vendors, Xxxxx Systems will perform the following:

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(i) work with the applicable Third Party Vendor to resolve all applications maintenance problems that require application code;

(ii) modify application data, and/or operational modifications to handle regulatory changes as directed by Newco;

(iii) provide Level 2 Support for problems and questions as contracted with Third Party Vendors or Xxxxx Systems; and

(iv) provide Level 3 Support for problems and questions as contracted with Third Party Vendors or Xxxxx Systems.

(c) Specifically for Developed Software, Xxxxx Systems will perform the following:

(i) upon Newco’s prioritization of the Change Order, resolve all applications maintenance problems;

(ii) upon Newco’s prioritization of the Change Order, resolve all applications maintenance that require data and/or operational modifications; and

(iii) provide Level 2 and Level 3 Support for reported problems and questions relating to Developed Software.

5.9 Maintenance

Upon receipt of an approved Maintenance Change Order, Xxxxx Systems will perform the adaptations to Supported Software as necessary to maintain the operability and full functionality of the Supported Software or implement technology changes (e.g., System Software upgrades or new scheduling software), all as fully described in the Change Order (“Maintenance”).

(a) Xxxxx Systems responsibilities for Supported Software maintenance include the following:

(i) application tuning and code restructuring and other efforts undertaken to improve the efficiency and reliability of Supported Software;

(ii) minimize on-going maintenance requirements;

(iii) monitoring and analyzing trends to identify potential problems;

(iv) providing tools to help identify areas where preventive maintenance could be performed to improve Supported Software efficiency including application performance;

(v) recommending any preventive maintenance for Newco’s approval;

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(vi) applying Newco-approved standards during the installation of Supported Software;

(vii) perform operational maintenance monitoring and tuning on Supported Software on a periodic basis. Xxxxx Systems shall also install, as appropriate, tools/products as provided by Newco to enable the Supported Software to perform efficiently and in accordance with applicable specifications;

(viii) modify application code to handle regulatory changes as directed by Newco; and

(ix) modify application data, and/or operational modifications to handle regulatory changes as directed by Newco.

(b) Specifically for Supported Software licensed from Third Party Vendors, Xxxxx Systems’ responsibilities will include, without limitation, the following:

(i) manage, facilitate, and coordinate Third Party Vendor support for Supported Software; and

(ii) notify Newco and implement, at Newco’s direction, Supported Software fixes/patches & updates and upgrades made available by Third Party Vendors or Xxxxx Systems.

5.10 Ad-Hoc Requests

Upon receipt of an approved Ad-Hoc Change Order, Xxxxx Systems will perform the Core Applications Services described in the Ad-Hoc Change Order. Newco will prioritize Ad-Hoc Change Orders. Xxxxx Systems will track the types of Ad-Hoc Change Orders and will recommend actions to improve efficiency (e.g. creating common queries, implementing training programs for users and upgrading documentation). Such improvements would be sized, prioritized and scheduled via the Change Control Process.

5.11 Enhancement/New Development

Upon receipt of an approved Enhancement/New Development Change Order, Xxxxx Systems will perform the Enhancement/New Development to the existing Supported Software described in the Change Order or develop the Developed Software described in the Change Order. Newco will prioritize Enhancement/New Development Change Orders.

5.12 Newco Responsibilities for the Core Application Services

(a) Newco’s responsibilities for Core Application Services will include:

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(i) work with Xxxxx Systems in developing the Technology Plan;

(ii) from time to time during the Term, identify opportunities for improvement within the then-current suite of Supported Software, including documenting and prioritizing activities which may result in better performance or efficiency;

(iii) prioritize Change Orders, and work with Xxxxx Systems to align the Change Orders with the tactical and strategic goals of Newco;

(iv) periodically participate in working sessions with Xxxxx Systems to establish task plans for work items Newco will perform, include those tasks in a master plan for the project or release, and report progress against the plan in a timely and accurate manner;

(v) participate in the development of detailed requirements and design for Developed Software or enhancements to Supported Software with Xxxxx Systems’ assistance;

(vi) provide timely notification of all governmental and regulatory changes to Xxxxx Systems in the form of Change Initiation Requests and include Xxxxx Systems in planning activities for Newco sponsored Change Orders that may be undertaken in support of Newco or its customers in other plans;

(vii) in conjunction with Xxxxx Systems, develop test criteria for all projects and changes (described in business terms) before the project is undertaken so that user acceptance tests can be conducted to verify the completeness and correctness of the business function provided by the new or changed application;

(viii) plan for the education and training of Newco employees for current and anticipated projects and releases;

(ix) carry out end user training for all new or changed application functions and include the training plans for those activities in the master plan for the project or release. (Xxxxx Systems will train Newco’s trainers who will in turn implement end user training);

(x) approve all application changes, including governmental and regulatory changes, by creating test cases, conducting user acceptance tests and verifying that the application changes meet requirements before the changes are introduced into the production environment;

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(xi) ensure Newco employees participate with Xxxxx Systems in reviews of completed projects and releases and in periodic reviews of installed application and assess the completeness and accuracy of the business function provided, the adherence to established business controls, and the auditability of the application (i.e., so that applications are written in a manner that is not overly difficult to audit, understand, and maintain);

(xii) perform Newco tasks as defined by Xxxxx Systems’ project plan as Newco determines to be appropriate;

(xiii) reallocate Pool hours based on business priorities; and

(xiv) conduct weekly review meetings to monitor and evaluate progress against Change Orders.

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6. DESKTOP SERVICES

6.1 Introduction

Xxxxx Systems will perform the activities described in this Article 6 of Exhibit A and in the Operations Procedures Manual in support of Newco’s desktop and handheld environments described in Attachment A-4, Supported Desktop Hardware and Supported Desktop Software (“Desktop Services”).

6.2 Management of the Desktop Services

Xxxxx Systems will manage the delivery of the Desktop Services, which includes performing the following associated tasks:

(a) Joint definition of strategies

(i) On an annual basis, Xxxxx Systems and Newco will meet and jointly define strategies for managing and providing the following components of the Desktop Services:

(1) Deskside Support;

(2) Procurement;

(3) Supported Hardware Break/Fix;

(4) IMAC;

(5) Asset tracking; and

(6) Electronic software distribution.

During this review, Xxxxx Systems and Newco will jointly evaluate any key emerging strategies for Desktop Services and develop an integrated strategy that supports Newco’s business plan.

(b) Xxxxx Systems will implement the applicable SMC procedures, as appropriate, to the Desktop Services.

(c) Upon reasonable request of Newco, Xxxxx Systems will evaluate new hardware and software, and major version upgrades to Supported Desktop Software for inclusion in the standard base image, hardware standards and/or security standards as a Change Order utilizing the Application Support Pool or as an Additional Service. Xxxxx Systems will provide an assessment document for the new

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hardware and software, including any one-time or ongoing costs, if any, for the implementation of such hardware and software into the standards. Upon Newco approval of the assessment, Xxxxx Systems will implement such hardware and software into the standards and modify the MSA and Schedules in accordance with the Change Control Process to reflect such updated standards. Xxxxx Systems will evaluate and implement non-major version upgrades, releases and patches to the Supported Desktop Software as part of the Base Services (without utilization of the Application Support Pool).

6.3 Deskside Services

Xxxxx Systems will coordinate with applicable Third Party Vendors for End User assistance with problem determination and problem resolution at the End User’s work location at a Supported Site or Remote Support Site (“Deskside Services”). Deskside Services are a combination of Level 3 Support invoked by the Help Desk (when Level 1 and Level 2 Support cannot adequately address the End User’s problem) and Supported Desktop Hardware related support such as Break/Fix (i.e., hardware maintenance).

(a) Xxxxx Systems will work with the applicable Third Party Vendor to identify the source and impact of reported problems, eradicate any viruses to the extent possible, and apply any emergency software fixes or temporary work arounds in support of the End Users.

(b) The following table defines the On-site Desktop Services Xxxxx Systems, Newco or the Third Party Vendor will perform.

Desktop Services - Management Responsibilities

Newco Locations		HW Break/Fix		Problem Management & Dispatch		IMAC Coordination		IMAC Perform		Deskside Services
Ft. Lauderdale (Plaza), Boca Raton (formerly T-Xxx now located on Blue Lake Dr.), Ft. Lauderdale (Data Center), Salt Lake City Reservation Center, Goose Creek Reservation Center, Minneapolis Supported Site and Toronto Supported Sites		Xxxxx Systems Coordinates Through Third Party Vendor		Xxxxx Systems		Xxxxx Systems		Xxxxx Systems Coordinates Through Third Party Vendor		Xxxxx Systems
All Remote Support Sites		Xxxxx Systems Coordinates Through Third Party Vendor		Xxxxx Systems		Xxxxx Systems		Xxxxx Systems Coordinates Through Third Party Vendor		Xxxxx Systems Coordinates Through Third Party Vendor

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(c) Xxxxx Systems’ responsibilities for performing Deskside Services include, without limitation, the following:

(i) provide Deskside Services for Supported Desktop Hardware and Supported Desktop Software located at the Data Centers;

(ii) provide onsite Level 1 Support and problem management for the Accra imaging system, a Supported Software application, at the Minneapolis Supported Site (or any successor thereto, provided that such successor site is a Supported Site and Newco retains the Managed Contract for Accra) in accordance with the Operations Procedures Manual;

(iii) dispatch applicable Third Party Vendors to provide Deskside Services for all other Supported Sites or Remote Support Sites;

(iv) manage Third Party Vendors until problem resolution, work around or closure, as applicable, for all Supported Sites and Remote Support Sites including:

(1) applying emergency software fixes in support of problem resolution;

(2) perform virus eradication on the desktop device;

(3) update the status of the Deskside Services problem or request ticket to the Help Desk through to resolution or work around, as applicable;

(4) on completion of the Deskside Services;

(5) close the problem or request ticket; and

(6) update the asset database to the extent possible with the data provided by the Third Party Vendor.

(d) Newco’s responsibilities for the Deskside Services includes the following:

(i) assist Xxxxx Systems in implementing the Deskside Services operational procedures including the criteria for deployment of PSC Personnel or Third Party Vendors, as applicable; and

(ii) be responsible for all End User data migration, backup and restore, conversion, and erasure, as required, before and following the provision of the Deskside Services.

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6.4 Supported Desktop Hardware Maintenance Services

(a) Xxxxx Systems’ responsibilities for coordinating maintenance for Supported Desktop Hardware will include, without limitation, the following:

(i) with Newco’s assistance, validate the maintenance operational procedures related to Supported Desktop Hardware including the criteria for deployment of hardware maintenance services personnel;

(ii) dispatch the appropriate Third Party Vendor service personnel in accordance with the established procedures;

 (iii) update the status of the hardware maintenance services problem ticket to the Help Desk through to completion;

(iv) on completion of hardware maintenance services:

(1) update the Help Desk so that the problem ticket can be closed;

(2) update the asset database to the extent possible with the data provided by the Third Party Vendor; and

(3) provide a monthly standard report to Newco, using available problem management data that summarizes the hardware maintenance services provided during the prior month.

(b) Newco’s responsibilities for maintenance services for Supported Desktop Hardware include the following:

(i) assist Xxxxx Systems in implementing the hardware maintenance services operational procedures including the criteria for deployment of hardware maintenance services personnel;

(ii) provide a suitable environment for the equipment to be maintained, as the equipment’s manufacturer specifies;

(iii) provide Help Desk representatives with the information required for hardware maintenance services (for example, machine type, serial number), and such other information, as requested, including location address, building and office number and contact name and phone number;

(iv) coordinate and schedule maintenance activities with Newco’s internal support functions, as required;

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(v) perform any required pre- and post maintenance activities before permitting and following hardware maintenance services on Supported Desktop Hardware (for example, backup, remove, protect, and restore programs, data and removable storage media, remove and reload funds);

(vi) provide Xxxxx Systems with manufacturers’ warranty documentation (for example, warranty certificate, type of warranty, duration, applicable terms and conditions) or applicable maintenance agreement for Supported Desktop Hardware installed as of the Effective Date and for Supported Desktop Hardware that Xxxxx Systems will maintain that Newco procures directly after such date; and

(vii) provide and maintain the inventory of all End User consumable supplies, such as paper, toner, printer cartridges, diskettes, compact disks, tapes, batteries, and other such items that comply with original equipment manufacturer’s specifications, and distribute or install such supplies as End Users require.

6.5 Install, Move, Add, Change Services (“IMAC”)

(a) Xxxxx Systems’ responsibilities for coordinating IMACs for Supported Desktop Hardware will include, without limitation, the following:

(i) with Newco’s assistance, develop the IMAC operational procedures including the development of an IMAC checklist that defines the completion criteria for each IMAC;

(ii) receive requests for IMACs via the established procedures and create the required documentation (for example, Change Order, Help Desk service request);

(iii) schedule the IMAC perform date with the designated Newco contact at the requesting Supported Site or Remote Support Site and the requesting End User;

(iv) before the scheduled IMAC date, communicate to the designated Newco contact any IMAC prerequisites and any procedures that need to be followed after the IMAC is completed;

(v) notify the designated Newco contact of the required IMAC components that need to be available and site preparations (facilities and telecommunications modifications) that need to be completed before the scheduled IMAC date;

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(vi) before the scheduled IMAC date, verify with the designated Newco contact that the End User has complied with the IMAC prerequisites, Supported Site/Remote Support Site modifications are complete, and that the necessary IMAC components have been received and will be available at the End User’s work location on the scheduled IMAC date;

(vii) coordinate the activities related to and the completion of all required facilities and telecommunications modifications before the scheduled IMAC date;

(viii) dispatch the applicable Third Party Vendor responsible for performing IMAC for Supported Desktop Hardware according to the criteria specified in the IMAC checklist;

(ix) obtain concurrence from the End User or the designated Newco contact that the IMAC was completed in accordance with the IMAC checklist;

(x) assist Newco in resolving on a timely basis any issues impacting IMAC activity;

(xi) update the status of the IMAC Help Desk service request to the Help Desk through to completion; and

(xii) on completion of an IMAC:

(1) close the Help Desk service request, and

(2) update the asset database to the extent possible with the data supplied by the Third Party Vendor;

(xiii) coordinate and perform IMACs for Supported Servers, at Newco’s request, as a Change Order utilizing the Application Support Pool or as an Additional Service;

(xiv) provide a monthly standard report to Newco summarizing the IMACs Xxxxx Systems performed during the prior month, including the current status of any IMACs that are in progress or pending;

(xv) for installations of Supported Software licensed under a Managed Contract, count the number of copies installed on Supported Desktop Hardware through the IMAC provided by the Third Party Vendor or by Deskside Services and, to the extent that Newco provides the initial inventory of the number of copies installed throughout Newco as of the Effective Date, Xxxxx Systems will update the inventory records to reflect the additional copies installed via IMAC or Deskside Services, and provide a monthly report to Newco on installed copies per the inventory

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report versus the quantity licensed under the terms of the Managed Contract; and

(xvi) For IMAC activity not directly requested by the End User, notify the End User of the IMAC prior to the IMAC date.

(b) Newco’s responsibilities for IMAC include the following:

(i) assist Xxxxx Systems in implementing the IMAC operational procedures including the development of an IMAC checklist that defines the completion criteria for each IMAC;

(ii) provide to Xxxxx Systems, via the established procedures, an authorized IMAC request that clearly defines all IMAC requirements and includes all information Xxxxx Systems requests;

(iii) provide all required IMAC components (for example, hardware, software and any associated components) necessary to perform an IMAC;

(iv) provide the Managed Contracts with applicable Third Party Vendors that perform IMACs;

(v) provide all required Data Network capacity;

(vi) define and provide Xxxxx Systems the escalation procedures for situations where End Users have not completed the communicated IMAC prerequisites or where site preparations have not been completed within the defined time frames or in accordance with specifications;

(vii) be responsible for End User compliance with all software vendor license terms and conditions;

(viii) be responsible for all End User data migration, backup and restore, conversion, or erasure, as required, before and after the IMAC;

(ix) provide necessary End User orientation and education;

(x) provide all transportation of IMAC components to, between, and within Supported Sites/Remote Support Sites and all transportation associated with the disposal or relocation of displaced hardware and software;

(xi) be responsible for all costs and compliance with regulatory requirements for the disposal or relocation of packing materials and displaced or discontinued hardware and software and related materials (for example, batteries, manuals, supplies, cathode ray tubes);

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(xii) provide the packing materials and prepare all displaced hardware and software for shipping;

(xiii) provide a secure staging or storage area within the Supported Site/Remote Support Site to store IMAC components to be used for a scheduled IMAC and the hardware and software (and associated documentation) displaced by an IMAC;

(xiv) resolve on a timely basis any issues impacting an IMAC; and

(xv) provide authorization and be responsible for all charges for IMACs provided by Xxxxx Systems for hardware other than Supported Desktop Hardware.

6.6 Asset Tracking Services

(a) Xxxxx Systems’ responsibilities for tracking Assets include, without limitation, the following:

(i) define and implement a process for tracking new Assets procured by Newco or Xxxxx Systems after the Effective Date, throughout the life cycle of an Asset, from acquisition through disposal, including any changes performed during the life of the Asset;

(ii) track and maintain Asset records for Supported Desktop Hardware (e.g. PC’s, Cherry keyboards, handhelds) and routers;

(iii) maintain the Asset database, starting with Newco’s initial inventory records as of the Effective Date, and capture changes Xxxxx Systems made or that Newco made and notified Xxxxx Systems caused by:

(1) receipt of new Assets,

(2) data scrubbing and validation (i.e., checking for nomenclature and data entry discrepancies such as validating that the asset type is numeric or alphanumeric),

(3) IMAC, hardware maintenance, and Desktop Services activity. If the activity is performed by Newco or Third Party Vendors, the Asset database will be updated to the extent possible using the data supplied. Xxxxx Systems will coordinate the activity with these Third Party Vendors to collect the Asset information, and

(4) Asset storage, retirement, and disposal;

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(iv) with Newco’s assistance, implement a process to track and capture any changes to existing Assets made by Newco;

(v) perform electronic inventory scans on hardware and update the Asset database to the extent allowed by the data returned by such scan;

(vi) add Assets for which no asset record is found to the asset database as such assets are found during an asset inventory or are otherwise discovered, for example, during a Help Desk support call, and notify the designated Newco contact at the Supported Site of such additions;

(vii) coordinate and perform these electronic Asset audits as set forth in the Operations Procedures Manual and, following such audits, report the results to Newco;

(viii) forward information on all Asset discrepancies or issues relating to Newco owned, leased or licensed Assets identified by Xxxxx Systems to the designated Newco contact for resolution;

(ix) provide reasonable assistance to Newco in resolving Asset database discrepancies or issues relating to Newco owned, leased or licensed Assets;

(x) resolve Asset database discrepancies or issues relating to Xxxxx Systems owned, leased or licensed Assets;

(xi) provide Newco, in a standard electronic format, the results of each Asset inventory Xxxxx Systems conducts for use by Newco;

(xii) provide a monthly standard report to Newco that reflects Asset change activity performed by Xxxxx Systems or by Newco and for which Newco notified Xxxxx Systems during the prior month; and

(xiii) perform tracking of Supported Software licensed under a Managed Contract to the extent that Newco provides the initial inventory of the number of copies installed throughout Newco as of the Effective Date.

(b) Newco’s responsibilities for Asset tracking services include the following:

(i) provide Newco’s Asset inventory (for all assets including desktops, laptops, terminals, handhelds and attached handheld peripherals, servers and network equipment) existing as of the Effective Date;

(ii) notify Xxxxx Systems on a timely basis of any assets Newco procured directly and of any changes Newco made to existing Assets;

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(iii) be responsible for Newco Personnel awareness of their responsibilities during an Asset inventory;

(iv) be responsible for Third Party Vendor compliance with Asset tracking reporting;

(v) resolve all asset database discrepancies and issues relating to Newco owned, leased or licensed Assets and notify Xxxxx Systems of the resolution;

(vi) provide reasonable assistance to Xxxxx Systems in resolving Asset database discrepancies relating to Xxxxx Systems’ owned, leased or licensed Assets;

(vii) be responsible for all Asset disposal including any related expenses and adherence to all regulatory guidelines; and

(viii) provide requirements for maintenance of the Asset records that Newco deems necessary to meet Newco’s audit requirements and financial obligations (e.g., records retention requirements).

6.7 Electronic Software Distribution for Supported Desktop Software

(a) Xxxxx Systems’ responsibilities for the electronic distribution of Supported Desktop Software (“ESD”) will include, without limitation, the following:

(i) for ESD of Supported Desktop Software licensed under a Managed Contract, count the number of copies installed on Supported Desktop Hardware through the ESD and, to the extent that Newco provides the initial inventory of the number of copies installed throughout Newco as of the Effective Date, Xxxxx Systems will update the inventory records to reflect the additional copies installed via ESD, and provide a monthly report to Newco on installed copies per the inventory report versus the quantity licensed under the terms of the Managed Contract;

(ii) with Newco, review, validate and update, the Newco ESD processes and procedures;

(iii) provide the ESD processes and procedures including any Newco support requirements to the designed Newco contact at each Supported Site/Remote Support Site for distribution to Newco-designated personnel (for example, operators, systems engineers, problem support personnel);

(iv) with Newco, establish a distribution plan before each ESD including:

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(1) the mutually agreed Supported Desktop Software (consistent with the Supported Desktop Software standards) to be distributed,

(2) the schedule for the ESD,

(3) any ESD prerequisites and post install procedures that need to be completed by End Users and Newco’s business units, and

(4) any End User training requirements related to the changes that will result from an ESD;

(v) communicate to the Newco designated contact any ESD prerequisites and post install procedures that need to be completed by End Users and Newco’s business units;

(vi) schedule and coordinate ESD activities with the designated contact;

(vii) develop the how-to procedures End Users will follow to download the Supported Desktop Software from a Supported Server to the Supported Desktop Hardware and provide an electronic change notice to all End Users regarding upcoming distributions prior to the distribution itself;

(viii) before an ESD, configure and test the Supported Software (new or upgrades) included in the ESD to verify compatibility with existing Supported Desktop Hardware and software configurations, directory structures and compliance with Newco policy as set forth in the Operations Procedures Manual;

(ix) manage and administer the ESD, including:

(x) monitoring the ESD to verify the successful completion of the process,

(xi) taking corrective action, as appropriate, for problems resulting from the ESD to correct error conditions and facilitate application stability;

(xii) communicate to the Newco designated contact any problems that occurred during the distribution and a list of unsuccessful distributions;

(xiii) provide verification of each completed ESD to the Newco designated contact; and

(xiv) install Supported Desktop Software that cannot be electronically distributed as a Change Order utilizing the Application Support Pool or as an Additional Service.

(b) Newco’s responsibilities for ESD include the following:

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(i) provide all Supported Desktop Software (new and upgrades) included in an ESD or distributed via a Change Order;

(ii) document and provide to Xxxxx Systems Newco’s standard configuration and policy requirements;

(iii) assist Xxxxx Systems in establishing a distribution plan before each ESD;

(iv) ensure compliance by End Users and Newco’s business units with the communicated ESD prerequisites and post install procedures;

(v) provide to Xxxxx Systems any software vendor license terms and conditions and maintenance requirements for newly distributed Supported Desktop Software that could affect the ESD;

(vi) notify Xxxxx Systems of any distribution time frames specified by any regulatory agency that need to be met to accomplish compliance with any Newco regulatory requirements; and

(vii) notify Xxxxx Systems of any Supported Desktop Software to be de-installed by Xxxxx Systems (through the IMAC process or via a Change Order) in conjunction with an ESD.

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7. LAN/WAN AND REMOTE NETWORK MONITORING SERVICES

7.1 Introduction

Xxxxx Systems will monitor and manage the LAN and WAN and provide the remote network monitoring services for each Data Network location specified in Schedule 7.13 as described in this Article 7 of this Exhibit A and in the Operations Procedures Manual (the “LAN/WAN and Remote Network Monitoring Services”). Xxxxx Systems will monitor and manage equipment, software, and circuits; implement Data Network management platforms; and design activities required to deliver the LAN/WAN and Remote Network Monitoring Services. Specific to Newco’s systems network architecture (“SNA”) environment, Xxxxx Systems will support the NCP software provided by Newco and support for the 3745 front end processors (“FEP”), host VTAM and TCP/IP support, and monitoring and management of the SNA environment.

7.2 Operations of the Data Network

(a) Xxxxx Systems responsibilities for the operations of the Data Network includes, without limitation, the following:

(i) support the operational functions for the monitoring and management of the routers and remote hardware identified in Schedules 6.2(a) and 6.2(b). These functions will be performed at a Xxxxx Systems-provided network monitoring facility. The personnel, equipment and software to support this environment at the Xxxxx Systems facility are included;

(ii) provide Level 1 Support and coordinate Xxxxx 0, and Level 3 Support for the Data Network;

(iii) manage Third Party Vendors who perform Data Network management and maintenance, including performing related IMACs and Supported Hardware maintenance services for the Data Network Supported Hardware specified in Schedule 6.2;

(iv) perform router and ATM switch programming, including feature and function software upgrades (provided by the vendor at no additional charge) and changes to support End User requirements;

(v) provide logical access security for LAN devices, including maintenance passwords and associated administrative support; and

(vi) provide Host VTAM and TCP/IP programming and FEP NCP programming for the SNA environment.

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7.3 Data Network Operations Management and Control

(a) Xxxxx Systems’ responsibilities management and control of the Data Network will include, without limitation, the following:

(i) provide monitoring of the Data Network. Upon detection of an alarm condition or the receipt of a problem ticket from the Help Desk that indicates an out-of-service or degraded condition with the Data Network, commence coordinating the resolution;

(ii) provide proactive monitoring and surveillance of real-time Data Network elements and connecting transmission media;

(iii) respond to alarms from management systems or problem tickets by facilitating service restoration of the Data Network, coordinating remote diagnostics and trouble resolution, and initiating problem tracking and notification procedures with the Third Party Vendors;

(iv) coordinate dispatch services or Third Party Vendor maintenance activity on Data Network equipment when Data Network problems cannot be cleared remotely;

(v) provide status updates of ongoing problem resolution activities to the Help Desk and End Users; and

(vi) verify that reported faults and End User problems are resolved.

7.4 Remote Network Monitoring Services

Xxxxx Systems’ responsibility for the Data Network will include monitoring the availability and the performance of Data Network resources. The monitoring will be accomplished by periodic polling of Data Network resources and by processing system events that are generated and will attempt to detect problems before End Users are affected. Performance monitoring will also provide information regarding utilization, availability, and performance of the Data Network. Data collected may vary based on the device type, but examples of the information collected will be incorporated into Data Network availability, end-to-end PVC availability, backbone response time and frame delivery reports. Data will be collected using mutually determined polling intervals and analyzed to determine a pattern of usage that consists of the average network usage and peak usage time.

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7.5 Capacity Management for the Data Network

Xxxxx Systems will be responsible for recommendations and plans for maintaining capacity that will meet or exceed the Service Levels. This includes monitoring and advising Newco providers to tune Supported Hardware and Supported Software capabilities across the Data Network technology environments for efficiency, management of configuration requirements, and efficient coordination with service and supply vendors. Xxxxx Systems will implement processes to provide regular performance and capacity monitoring/reporting, using tools appropriate to the Data Network environment. Xxxxx Systems will monitor the Data Network to establish a reference for projecting bandwidth and equipment needs and will recommend to Newco the adjustment of circuit capacity and appropriate equipment in light of these projections. Xxxxx Systems will provide the Data Network capacity planning information developed by Xxxxx Systems to Newco to assist with Newco’s budgeting, response time analysis, and availability maintenance.

7.6 Data Network Connectivity Service

(a) Newco will be financially responsible for the provision of all WAN connectivity in support of the Data Network locations, including, but not limited to, circuits, CSU/DSUs, and routers. In support of Xxxxx Systems’ access to the Data Network so that Xxxxx Systems technical and Help Desk personnel may perform their monitoring and management responsibilities, Newco will provide connectivity from their ATM network to the Data Centers, including the provision of a terminating IGX ATM switch at RTP. In support of the closing of the Richardson, TX data center, Newco will also provide connectivity as necessary for the purpose of network backup and /or disaster recovery.

(b) Xxxxx Systems will provide the necessary equipment on the RTP side of the IGX switch in support of Xxxxx Systems monitoring and management services, including the standard Xxxxx Systems firewall service to ensure separation of the Newco network from the Xxxxx Systems network.

(c) Xxxxx Systems will provide the monitoring and management of the connectivity in place as of the Effective Date that supports the Data Network routers and remote controllers communication listed in Schedules 6.2(a) and 6.2(b) and the connectivity to be implemented for Xxxxx Systems’ access from RTP.

7.7 Data Network Maintenance

Xxxxx Systems will be responsible for the coordination of maintenance of the Supported Hardware and Supported Software for the Data Network specified in Schedule 6.2 and Schedule 6.4, respectively, by Third Party Vendors. This includes items such as circuits, access devices, multiplexers, CSU/DSUs, routers, and switches.

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7.8 Data Network Provisioning

Xxxxx Systems will be responsible for the coordination of procurement and installation activities in support of the Data Network equipment and circuits that are needed at each Data Network location. Xxxxx Systems will coordinate, as appropriate, with the Newco facilities department, changes to Data Network equipment and recommend appropriate power and environmental conditions for such equipment and circuits.

7.9 Data Network Administration

Xxxxx Systems will administer the Data Network requirements and activities including the processing of Change Orders. Xxxxx Systems will also be responsible to administer and maintain network address assignments for the Data Network and will protect Newco’s interest in maintaining its current network address registration.

7.10 Supported Software Support

(a) Xxxxx Systems will provide Host VTAM and TCP/IP configurations and support for the LPARs on the Supported Systems located in the Data Centers. Xxxxx Systems will provide installation, programming, and support of NCP software for the Newco 3745 FEPs.

(b) Xxxxx Systems will provide management and coordination via Third Party Vendors for maintenance and support of Supported Software embedded in Supported Hardware within the Data Network.

7.11 Regulatory Changes Affecting the Data Network

Xxxxx Systems will coordinate Data Network modifications as required to maintain compliance with federal regulatory requirements that are applicable to the Data Network and provided to Xxxxx Systems by Newco.

7.12 Data Network Engineering

Xxxxx Systems’ responsibilities for Data Network engineering will include, without limitation, the following:

(a) perform Data Network design activities, including establishing Data Network design criteria and standards with Newco;

(b) manage the capacity and configuration of the Data Network;

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(c) maintain and provide to Newco inventories, circuit diagrams, location lists, and other Data Network documentation and information as reasonably requested by Newco;

(d) perform engineering functions related to ordering, upgrading, and installing network circuits, systems and equipment;

(e) evaluate and test Data Network, terminal, and interface equipment prior to installation;

(f) configure and install Data Network equipment (or manage Third Party Vendors to configure and install, as applicable, at Supported Sites/Remote Support Sites that will be attached to, and will communicate over, the Data Network, and coordinate such installs with Third Party Vendors who provide, install and maintain required cabling, wiring, physical security and utilities at such Supported Sites/Remote Support Sites;

(g) develop acceptance procedures for installation and changes to the Data Network; and

(h) verify restoration of availability following problems with Data Network circuits or equipment.

7.13 Data Network Optimization

(a) Performance Monitoring of the Data Network:

Xxxxx Systems will implement performance management and monitoring tools to be used in conjunction with the problem management system and the inventory database to monitor the performance of the Data Network. This monitoring will encompass those activities required to continuously evaluate the principal performance indicators of Data Network operations, verify Service Levels, identify actual and potential bottlenecks, and establish and report on trends for decision making and planning. These measurements may take the form of overall throughput, percent utilization, error rates, or specific performance measurements such as packets per second. Measurements will include both peak and average levels. Xxxxx Systems will provide access to a web interface to the performance management and monitoring tools to authorized Newco personnel, as identified by Newco.

(b) Performance Planning:

Xxxxx Systems will work with Newco to identify future loads on the Data Network that could impact performance. Xxxxx Systems will propose to Newco, for its

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approval, changes to improve performance in anticipation of such future loads. Xxxxx Systems’ proposals will include performance improvement expectations and the corresponding cost for the changes.

(c) Circuit Utilization:

On an ongoing basis, Xxxxx Systems will monitor the utilization of Data Network circuits, report on such utilization on a periodic basis, and make recommendations to Newco as to the appropriate size and port speed of new or existing circuits based on the topology of the Data Network, Newco’s traffic and usage patterns, and Newco’s existing and anticipated business requirements. To the extent appropriate, Xxxxx Systems will recommend upgrading, down sizing, or eliminating existing circuits. Any such changes agreed to by Newco will be implemented by Xxxxx Systems through Newco’s circuit vendor.

(d) Data Network Tuning:

On an ongoing basis, Xxxxx Systems will coordinate the tuning and manage the Data Network to meet Newco business requirements and Service Levels.

(e) Data Network Optimization:

On an ongoing basis, Xxxxx Systems will perform Data Network optimization reviews on a mutually agreed schedule. Such reviews will be performed following any major Data Network migrations or changes. Xxxxx Systems will focus on achieving Newco’s optimization objectives, with Newco’s and Newco’s Third Party Vendors approval and participation. As part of a Change Order, Xxxxx Systems will optimize the Data Network in terms of cost effectiveness and efficiency, but without sacrificing Data Network performance or Xxxxx Systems’ ability to meet the applicable Service Levels for the Data Network.

7.14 Newco Responsibilities for the Data Network

Newco’s responsibilities for the Data Network include the following:

(a) appoint a designated contact at each Supported Site to work with Xxxxx Systems to resolve Data Network operational problems, order Data Network services and products, and authorize others to do so;

(b) provide Xxxxx Systems or Xxxxx Systems’ designee with the necessary assistance to enable PSC Personnel access to the Supported Sites to perform inspections, installations, prepare returns, or perform maintenance (including engineering changes) as appropriate;

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(c) obtain and pay all costs associated with supplying any required unique registered IP addresses provided by an American Registry of Internet Numbers (ARIN)-accredited registrar or other recognized standards body;

(d) be financially responsible for providing, installing and maintaining the required cabling, wiring, physical security and utilities for the Data Network locations specified in Schedule 7.13;

(e) assign and/or make Xxxxx Systems the agent of all applicable Managed Contracts applicable to the Data Contract, but retain financially responsible for those Managed Contracts; and

(f) Manage applicable vendors for the components Data Network retained by Newco.

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8. DISASTER RECOVERY SERVICES

8.1 Introduction

Xxxxx Systems will provide the services described in this Article 8 of Exhibit A, the Operations Procedure Manual and in the Disaster Recovery Plan in support of the Critical Services (the “Disaster Recovery Services”) During the Term, Newco will also receive certain disaster recovery services from a Third Party Vendor under a contract (the “Disaster Recovery Contract”) between Newco and such Third Party Vendor (Sungard as of the Effective Date). As part of the Disaster Recovery Services, Xxxxx Systems will manage the Disaster Recovery Contract as part of Xxxxx Systems’ obligations for Managed Contracts and will coordinate the services provided to Newco by its disaster recovery vendor.

8.2 Disaster Recovery Services

(a) Xxxxx Systems’ responsibilities for Disaster Recovery Services will include, without limitation, the following:

(i) make available to Newco a member of Xxxxx Systems’ disaster recovery team that is certified in business continuity planning to serve as a point of contact for coordinating Disaster Recovery Services and related communications and activities;

(ii) maintain and update the Disaster Recovery Plan as required and as directed by Newco;

(iii) notify Newco of any situation which Xxxxx Systems believes constitutes a disaster;

(iv) in the event of a disaster, execute Xxxxx Systems’ responsibilities in the Disaster Recovery Plan, including delivery of the most recent backup copies of the Supported Software and Data described in the Disaster Recovery Plan necessary to restore the Critical Services at the Recovery Center, subject to the terms of the Disaster Recovery Contract;

(v) notify Newco of any operating environment changes made by Xxxxx Systems that may affect the Disaster Recovery Plan;

(vi) coordinate and execute the testing of the Disaster Recovery Plan in accordance with the terms of the Disaster Recovery Contract; and

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(vii) provide Newco with a copy of the Disaster Recovery test results.

(b) Newco Responsibilities for Disaster Recovery Services include the following:

(i) perform its disaster recovery responsibilities as set forth in the Disaster Recovery Contract and the Disaster Recovery Plan;

(ii) provide a representative who is knowledgeable in the Disaster Recovery Plan to act as the primary interface to Xxxxx Systems’ disaster recovery representative;

(iii) be responsible for declaring a disaster with the disaster recovery Third Party Vendor and notifying Xxxxx Systems prior to such disaster declaration;

(iv) review and approve the disaster recovery plan and disaster recovery test results as required;

(v) provide Xxxxx Systems with a copy of the then-current Disaster Recovery Plan as of the Effective Date;

(vi) resolve any disaster recovery-related concerns or problems, if any, with the disaster recovery Third Party Vendor;

(vii) provide all required Data Network connectivity to the Recovery Center;

(viii) pay any disaster declaration and/or Recovery Center usage fees (for example, fees payable under the disaster recovery Contract);

(ix) pay all travel and living expenses Xxxxx Systems incurs in the support of Xxxxx Systems’ Disaster Recovery responsibilities; and

(x) pay all costs associated with the storage of Newco Data and Supported Software at locations other than the Data Centers, including all storage facility charges and charges for transporting such data and software to, from and between the storage facility, the Data Centers and/or the Recovery Center.

8.3 Data Network Recovery

Newco will be financially responsible for all Disaster Recovery Services for the Data Network, including any connectivity and support costs not covered by the Disaster Recovery Contract.

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8.4 Desktop Disaster Recovery Services

Newco will be responsible for the provision of disaster recovery services for its desktop operating environment, including any costs associated with backup, connectivity and support of Supported Desktop Hardware and the affected Data Networks.

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9. Security Services

9.1 Introduction

Xxxxx Systems will perform the security services described in this Article 9 of Exhibit A and the Operations Procedures Manual (the “Security Services”). As part of the Security Services, Xxxxx Systems will provide security controls that are consistent with the security controls in place at Newco as of the Effective Date. Xxxxx Systems will document the controls in place at Newco as of the Effective Date in the “Information Security Controls Document”, which will be provided to Newco in an initial draft within 180 days of the Effective Date. The Information Security Controls Document will also contain security recommendations for Newco’s review. Newco will provide Xxxxx Systems with copies of its then-current security policies to be included as part of the Information Security Controls Document.

9.2 Security Management

(a) Xxxxx Systems’ responsibilities for security management will include, without limitation, the following:

(i) appoint a member of the PSC Personnel to serve as the focal point with responsibility for day-to-day security management related to the Base Services;

(ii) in conjunction with Newco, review security policies and procedures for effectiveness and recommend improvements;

(iii) review changes made or requested by Newco to its security policies and standards and advise Newco whether or not such changes:

(1) can be implemented; and

(2) if implemented, will be considered an Additional Service;

(iv) maintain and update the Information Security Controls Document as Xxxxx Systems deems necessary;

(v) upon request, assist with Newco security investigations and adhere to the confidentiality requirements specified in the MSA in regards to the request or results of such investigations; and

(vi) with respect to the Supported Systems:

(1) assist Newco in defining Newco ‘s security requirements including:

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(A) evaluate risks,

(B) define Supported Server backup and recovery requirements; and

(C) define access controls;

(2) establish procedures for logging, alarming and reporting of security violations;

(3) provide the appropriate protection for any Newco data residing on a shared Supported System (i.e., not dedicated to Newco);

(4) perform security audits per Newco’s reasonable request (for example, validating access authorization per Newco’s instruction, the correct use of logical control features); and

(5) apply commercially reasonable efforts to detect and eradicate viruses on the Supported Servers, in accordance with the Operations Procedures Manual.

(b) Newco’s responsibilities for security management includes the following:

(i) provide a Newco designated security coordinator for each Supported Site/Remote Support Site with responsibility for day-to-day security management;

(ii) provide Xxxxx Systems with Newco’s security audit history (both internal and external) and security policies, standards and practices in effect as of the Effective Date and any updates as they occur;

(iii) with Xxxxx Systems’ assistance, communicate the security procedures to End Users (for example, login procedures, password requirements, use of anti virus programs, data and equipment security procedures);

(iv) in conjunction with Xxxxx Systems, review Newco’s security policies and procedures for effectiveness and recommend improvements;

(v) notify Xxxxx Systems of changes Newco plans to make to its security policies and standards before implementation;

(vi) with Xxxxx Systems’ assistance, define Newco’s security requirements, including:

(1) providing Xxxxx Systems with Newco’s existing security policies and practices,

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(2) evaluating risks, and

(3) defining Supported Server backup and recovery requirements; and

(vii) provide any additional or unique resources (for example, hardware, software, personnel or other components) and perform any site modifications required to enable Xxxxx Systems to implement Newco’s security requirements.

9.3 Physical Security

(a) Xxxxx Systems’ responsibilities for physical security will include, without limitation, the following:

(i) provide physical security controls at Xxxxx Systems’ facilities in accordance with the Operations Procedures Manual;

(ii) restrict access to data processing areas at Xxxxx Systems’ facilities to authorized personnel only;

(iii) conduct periodic reviews of the data processing facilities for which Xxxxx Systems has security responsibility including reviews of access logs for unusual occurrences and perform follow-up activities in accordance with the procedures specified in the Information Security Controls Document;

(iv) protect Supported Hardware located at Xxxxx Systems’ facilities from unauthorized access;

(v) implement controls that protect printed output from unauthorized access while under Xxxxx Systems’ control;

(vi) perform an annual audit and reconciliation of the tapes and promptly notify the appropriate Newco and PSC Personnel if discrepancies are discovered;

(vii) work with Newco to resolve discrepancies discovered during the annual tape audit and inform Newco of the resolution; and

(viii) implement controls for and provide effective elimination of residual information on removable storage media before disposal or reuse outside of Newco.

(b) Newco’s responsibilities for the physical security includes the following:

(i) provide physical security controls at the Supported Sites; and

(ii) protect Supported Hardware located at Supported Sites/Remote Support Sites from unauthorized physical access.

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9.4 Logical Access Control

(a) Xxxxx Systems’ responsibilities for logical access control will include, without limitation, the following:

(i) provide a list of existing Supported System logon Ids to Newco for review and verification on a quarterly basis or longer interval as agreed;

(ii) review and verify quarterly the system logon IDs for PSC Personnel (i.e., re-verification) and delete the IDs of those individuals who no longer have a business need and/or are no longer authorized by Newco or Xxxxx Systems’ management to access the Supported Systems;

(iii) on a regular basis and based on information provided by Newco or as deemed appropriated by Xxxxx Systems for PSC Personnel, delete the system logon IDs of those individuals (including Third Party Vendors) who no longer have a business need and/or are no longer authorized by Newco or Xxxxx Systems’ management to access the Supported Systems;

(iv) install, maintain and upgrade new or existing data access control software in accordance with Xxxxx Systems’ obligations for Supported Software, as deemed necessary by Xxxxx Systems to provide the Base Services and as mutually agreed by the Parties;

(v) implement the functions and features of any access control software, in accordance with Xxxxx Systems’ obligations for Supported Software, that will satisfy Newco ‘s security practices as defined in the Information Security Controls Document;

(vi) implement the security system values and features of the Supported Systems that satisfy Newco’s security practices as defined in the Information Security Controls Document;

(vii) identify the protection requirements for the Supported Systems’ resources;

(viii) administer the protection requirements for the Supported Systems’ resources through the access control software;

(ix) implement the protection requirements for the Supported Systems’ resources via the access control software with all changes being scheduled and performed in accordance with the Change Management process;

(x) capture and maintain audit records for a mutually agreed retention period, and provide record retention reports to the Newco Project Executive upon reasonable request;

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(xi) promptly inform Newco of any security issues as Xxxxx Systems becomes aware and recommend possible remedial action;

(xii) schedule and notify Newco through the Change Management process of security or integrity software fixes that must be applied to the Supported Systems for which Xxxxx Systems has security responsibility;

(xiii) establish, change, deactivate, and remove logon IDs and associated access authorities for Newco and PSC Personnel;

(xiv) reset logon ID passwords for Newco and PSC Personnel and disclose such passwords to authorized personnel;

(xv) review, approve, and grant requests for standard and privileged user authorities;

(xvi) quarterly review privileged user authorities and remove those for which management authorization no longer exists;

(xvii) control the security officer/security administrator user profiles on those systems for which Xxxxx Systems has security responsibility; and

(xviii) on an annual basis or upon the reasonable request of Newco, perform security health check to validate the following:

(1) access control settings,

(2) authorized privileged users,

(3) operating system resource protection, and

(4) installation and operation of virus control programs on the appropriate platforms.

(b) Newco’s responsibilities for logical access control includes the following:

(i) review and verify quarterly the system logon IDs for Newco personnel and Third Party Vendors (i.e., re-verification) and notify Xxxxx Systems to delete the IDs or modify access of those individuals who no longer have a business need and/or are no longer authorized by management to access the system;

(ii) define and provide the following to Xxxxx Systems:

(1) Newco’s data classification and control criteria, and

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(2) Newco’s data protection and handling requirements;

(iii) promptly acknowledge receipt of security exposures notified to Newco by Xxxxx Systems and inform Xxxxx Systems of Newco’s acceptance or rejection of Xxxxx Systems’ recommended remedial action or other remedial action Newco implements;

(iv) take appropriate corrective action to remedy security violations notified to Newco by Xxxxx Systems;

(v) define the protection requirements for application resources via the access control software;

(vi) define the protection requirements for End User data via any access control software; and

(vii) establish the process criteria for resetting passwords and disclosing such passwords to authorized personnel.

9.5 Data Network Infrastructure Security

(a) Xxxxx Systems’ responsibilities for infrastructure security for the Data Networks will include, without limitation, the following:

(i) control the network operating system security and administrative user IDs;

(ii) provide and maintain virus avoidance, detection, and elimination software for Supported Servers;

(iii) manage the processes and automated systems for maintaining and updating virus avoidance virus signature files for Supported Hardware; and

(iv) assist in performing virus eradication activities in connection with virus attacks on Supported Systems when reported via the Problem Management process.

(b) Newco responsibilities for Data Network infrastructure security includes the following:

(i) with Xxxxx Systems assistance, define the protection requirements for Supported Hardware and Software; and

(ii) notify Xxxxx Systems of virus attacks as detected and ensure that End Users adhere to procedures for corrective action as specified in the Operations Procedures Manual.

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10. VOICE COMMUNICATIONS MANAGEMENT SERVICES

10.1 Introduction

Xxxxx Systems will manage voice communications for Supported and Remote Support Sites and will provide invoice payment services for Newco’s voice and data communications infrastructure (the “Voice Communication Management Services”).

10.2 Xxxxx Systems Responsibilities.

(a) Xxxxx Systems’ responsibilities for the Voice Communication Management Services includes the following:

(i) Coordination and execution of field “Move” / “Add” / “Change” activities using remote tools and local vendor, including:

(1) site relocations;

(2) site closures;

(3) new site installations; and

(4) changes at existing locations.

(ii) Coordination and execution of IMAC activities at Supported Sites with on-site PSC Personnel, to include the following:

(1) desktop voice equipment IMAC’s;

(2) voice mail support;

(3) maintain 800 reservation center call routing; and

(4) recommend and engineer new voice solutions and technologies.

10.3 Newco Responsibilities

(a) Newco’s responsibilities for the Voice Communication Management Services includes the following:

(i) End-User completion of a Help Desk service request for all voice IMAC’s;

(ii) retain all voice related leases and owned hardware; and

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(iii) retain all voice related software and hardware contracts.

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ATTACHMENT A-2

TO

EXHIBIT A

TRANSITION SERVICES

1. INTRODUCTION

Xxxxx Systems agrees to perform the activities summarized in this Attachment A-2 to transition certain tasks and responsibilities previously performed by ANC to Xxxxx Systems, which are further described in and subject to a change order executed between ANC and Xxxxx Systems under the ANC Agreement (the “ANC Tasks”). The Parties acknowledge that the ANC Tasks are intended to be transitioned to Xxxxx Systems on the Effective Date. During the Transition Period, Xxxxx Systems will perform the activities described in Section 4. In addition, Xxxxx Systems will complete any activities described in Section 3 that were not completed prior to the Effective Date in order to complete transition of the ANC Tasks to Xxxxx Systems (the “Transition Services”).

2. DEFINITIONS

“ANC Tasks” are defined in Section 1 of this Attachment.

“Transition Services” is defined in Section 1 of this Attachment.

“Transitioned Applications” are the software applications listed in Annex A-2-1 to this Attachment.

3. SUMMARY OF ACTIVITIES PRIOR TO THE EFFECTIVE DATE

3.1 Responsibility for Transitioned Applications

(a) On or before the Effective Date, Xxxxx Systems will provide the following Services described in Exhibit A for the Transitioned Applications:

(i) Services described in Exhibit A for Supported Software;

(ii) Services described in Exhibit A for Supported Hardware for the hardware that the Transitioned Applications reside upon; and

(iii) Services in support of the Data Network with respect to any network connectivity between the Transitioned Applications and the End Users.

(b) In addition to those responsibilities set forth above, Xxxxx Systems will perform the following for the Transitioned Applications on or before the Effective Date:

(i) review all system processes applicable to the Transitioned Applications;

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(ii) review any related third party license and maintenance agreements for the Transitioned Applications;

(iii) review ANC’s service level experience with the Transitioned Applications; and

(iv) produce a system assessment report, which is a current state assessment of the Transitioned Applications, including any recommendations for such applications.

3.2 Human Resource Activities

On or before the Effective Date, Xxxxx Systems will complete the activities described in Section 5.3 of the MSA in regards to the Transitioned Employees.

3.3 Security Administration

Prior to the Effective Date, Xxxxx Systems will perform the following activities in order to transition responsibility for data security to Xxxxx Systems:

(i) review ANC’s then-current security policies and security procedures relating to data security;

(ii) develop a baseline inventory of access IDs to Supported Systems.

3.4 Disaster Recovery – Supported Systems

Prior to the Effective Date, Xxxxx Systems will perform the following activities in order to transition responsibility for developing and maintaining the disaster recovery plan to Xxxxx Systems:

(i) review and evaluate ANC’s then-current disaster recovery plan; and

(ii) review the feasibility and costs associated with adding certain Transitioned Applications to the disaster recovery plan in order to make recommendations to Newco at an appropriate time after the Effective Date.

3.5 Voice Communications

Prior to the Effective Date, Xxxxx Systems will review ANC’s then-current agreements with third party vendors for communications services and equipment in order to transition responsibility for support of the voice communications equipment and connectivity to Xxxxx Systems.

3.6 Quality Assurance

Prior to the Effective Date, Xxxxx Systems will review ANC’s then-current quality assurance programs, policies and procedures in order to transition the quality assurance responsibilities for Supported Software to Xxxxx Systems.

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4. TRANSITION SERVICES

4.1 Status Report and Transition Services Plan

On the Effective Date of this Agreement, Xxxxx Systems will provide the following to Newco:

(a) a status report of the services provided to ANC up to the Effective Date in order to effect the transition of the ANC Tasks to Xxxxx Systems; and

(b) a plan for completing the Transition Services during the Transition Period, which includes a list of activities remaining to be completed along with any outstanding issues.

4.2 Service Level Review for the Transitioned Applications

As described in Part F of Schedule B, during the Transition Period, Xxxxx Systems will perform the following in regards to Service Levels for the Transitioned Applications:

(a) measure Transitioned Application availability levels and create baselines for mutually agreed Service Levels for the Transitioned Applications, including updating Exhibit B as appropriate; and

(b) work with Newco to identify any Transitioned Applications to be classified as Critical Services.

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ANNEX A-2-1 TO

ATTACHMENT A-2

TRANSITIONED APPLICATIONS

Area		Transitioned Application
Financial Systems		PeopleSoft HRMS 8.01 (Human Resources, Payroll, Base Benefits)
		PAF Web Applications (Personnel Action Form)
		Kronos Timekeeper 2A.03 SP3
		Krisp (Reporting with Kronos)
		TCS 5.0.8.2 (Scheduling for Res Centers)
		PeopleSoft Financials 7.02 (Accounts Receivable, General Ledger, Asset Management, Accounts Payable)
		ReportMart – Webscribe 1.1 (Report distribution tool)
		T-Recs 3.0 (Cash Reconciliation)
		Sunguard Treasury 1.0 (Cash Reconciliation)
		PTMS 2.71 (Property Tax Management System)
		UPCS 4.0 (Unclaimed Property Compliance Software)
		Pro-Business (Feed for ANC taxes)
		Fleet Database (Fleet extract from Odyssey)
		Community Affairs
Web Systems		Xxxxx.xxx
		ANC Online
		ANC Intranet
		Res2000
		Ops Website
		XX.Xxxxx.xxx
		XXXX.Xxxxx.xxx
		PATS
		SSRT
		Xxxxxxxxxxx.xxx
		Team Builder
Revenue Management Systems		IRMS 2.5.1 (Integrated Revenue Management System)
		CIS (Competition Intelligence System)
		Performance Monitor
		Rubicon Feed for Licensee RMS
		Yield Management
		Mainframe IRMS/PM/Fleet Availability
		Project X
		ARES
Fleet OPS		TuneUp 2.3.1
		ATS (Auto Titling System)
		Xxxxxxxx (E-Claim 2.0 and Ultramate 4.7) – Damage Assessment System
		CIB (Central Insurance Bureau)
		Harvest (Change Control Tool)
		Warranty
		Pyramid 1.2C

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Reporting and Data Warehouse		National Data Warehouse
		TOPS Database
		Cognos Cubes
		Tuxedo
		JRC
		CUSTRPT
		Sales Cubes
		Advanced Res

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Attachment A-3

VRS Project Services

1.0 Background.

1.1 General. The Parties acknowledge and agree that Newco’s information technology operating costs will be reduced if Newco consolidates the separate information technology systems that it uses to support its respective automobile reservation, rental and maintenance operations. After an examination of features and functions of the Odyssey System and the Legacy System, and subject to further review, Newco has requested Xxxxx Systems (i) to modify and enhance the Odyssey System to include the features and functions of the Legacy System that are necessary to support its automobile reservation, rental and maintenance operations, (ii) to convert data associated with the Legacy System to be accessible by the Odyssey System, (iii) to modify and enhance, to the extent necessary, the Transitioned Applications and other necessary Software to interface to and exchange data with the Odyssey System, (iv) to place the modified and enhanced Odyssey System (which modified and enhanced system is referred to in this MSA as the “VRS”) into production at the Supported Locations, and (v) after successful completion of such activities, to decommission the Legacy System and any Transitioned Applications that are no longer necessary to support the Business. The information technology services necessary to complete the tasks described above are referred to in this Attachment and the MSA as the “VRS Project Services”.

1.2 Estimate. Prior to the Agreement Date, Xxxxx Systems developed, with the assistance of ANC, a preliminary list of the features and functions of the Legacy System that Xxxxx Systems anticipates will be necessary to support Alamo’s automobile reservations, rental and maintenance operations which is attached hereto as Appendix A (“Preliminary Function List”). The Parties acknowledge that Newco may materially change the Preliminary Function List. Based on the Preliminary Function List and the major assumptions and dependencies set forth in Appendix B, Xxxxx Systems prepared a high-level estimate of (a) the level of effort required by Xxxxx Systems to define the requirements for the Legacy Customizations, develop analysis and design documents for the Legacy Customizations, develop the program code necessary to implement the Legacy Customizations, and perform unit testing of the VRS System (“VRS Project Estimated XXX”), (b) certain other costs and expenses associated with the VRS Project (e.g., production environment implementation and roll-out costs and expenses, including training Newco’s training staff and targeted End Users), and (c) a preliminary project plan for the VRS Project (“Preliminary Project Plan”), which is attached to this Attachment as Appendix C. The Parties acknowledge and agree that the Annual Services Charge includes Xxxxx Systems’ charges for (i) a level of effort equal to the VRS Project Estimated XXX with respect to the

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services described in clause (a) above, and (ii) the level of effort associated with the VRS Project Services that are not described in clause (a).

1.3 Mutual Objective.

(a) The Parties mutually desire that the VRS Project Services be completed within the VRS Project Estimated XXX of 143 FTEs and within nine months after the Effective Date, as contemplated by the Preliminary Project Plan. However, the Parties acknowledge and agree that the level of effort and the elapsed time required for Xxxxx Systems to complete the VRS Project Services may exceed or be less than the VRS Project Estimated XXX and the schedule described in the Preliminary Project Plan due to one or more of the following:

(i) Newco’s addition or inclusion of features, functions or capabilities that were not included in the Preliminary Function List or otherwise anticipated by Xxxxx Systems to be required when the VRS Project Estimated XXX and Preliminary Project Plan were developed;

(ii) The identification of detailed elements of the features, functions or capabilities described in the Preliminary Function List that were not anticipated by Xxxxx Systems to be required when the VRS Project Estimated XXX and Preliminary Project Plan were developed; or

(iii) The level of effort necessary for Xxxxx Systems to design, develop, and test features, functions or capabilities described in the Preliminary Function List is reasonably determined by Xxxxx Systems after development of the Detailed FRDs (defined below) and AD&Ds (defined below) to be greater than the VRS Project Estimated XXX. In determining such level of effort, Xxxxx Systems will, to the extent practicable, use assumptions and an estimating methodology consistent with the assumptions and the estimating methodology used to develop the VRS Project Estimated XXX.

(b) If, at any time prior to completion of the VRS Project Services, either Party determines that the level of effort required for Xxxxx Systems to complete the VRS Project Services will exceed the VRS Project Estimated XXX or the completion of the VRS Project Services will be delayed, Xxxxx Systems shall, to the extent reasonably practicable, suggest alternative approaches and options to complete the VRS Project Services within the VRS Project Estimated XXX and the Preliminary Project Plan. Such alternative approaches and options may include (i) elimination of features, functions or capabilities, (ii) simplification of features, functions or capabilities, and (iii) alternative processes, means or methods to meet the

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VRS requirements. Each Party shall use commercially reasonable efforts to adjust their activities and requirements to achieve the VRS Project Estimated XXX and the Preliminary Project Plan. To this end, Xxxxx Systems will update the VRS Project Level of Effort and the Preliminary Project Plan after each Detailed FRD and AD&D is completed and, if the updated level of effort and schedule is not acceptable to the Parties, the Parties will take the alternative approaches and options described in this Section 1.3(b).

2.0 Requirements Definition. During the first 120 days after the Effective Date (the “Design Period”), the Parties will complete the activities described in this Section 2.

(a) Detailed FRDs. During the first 50 days of the Design Period (the “FRD Approval Period”), Xxxxx Systems will, with Newco’s cooperation, refine the Preliminary Function List and, to the extent reasonably practicable, complete mutually satisfactory, detailed functional requirements documents for the VRS Project (“Detailed FRDs”) for Newco’s review and approval, which review and approval will not be unreasonably withheld. Xxxxx Systems shall submit the Detailed FRDs to Newco as and when they are completed. As soon as reasonably possible (but not later than ten (10) days) after the delivery date, Newco shall complete its review of the submitted Detailed FRD and give written notice to Xxxxx Systems either (i) approving the Detailed FRD or (ii) withholding such approval, which notice shall specify in reasonable detail Newco’s reasons for withholding such approval. While developing the Detailed FRDs, Xxxxx Systems will provide periodic progress reports, not less frequently than every thirty (30) days, which reports will include Xxxxx Systems’ then-current estimate of the level of effort required and schedule for completing the VRS Project. In the event Newco withholds its approval of a Detailed FRD, the Parties shall engage in good faith discussions to resolve their differences as quickly as possible.

(b) AD&Ds. During the 50 days after the end of the FRD Approval Period (or, if earlier, the date on which Newco approves the last Detailed FRD) (the “AD&D Approval Period”), Xxxxx Systems shall develop, for Newco’s review and approval, which review and approval shall not be unreasonably withheld, an analysis and design documents (“AD&D”) for each Detailed FRD that describes the specific design requirements for the Legacy Customizations and any other activities required by such Detailed FRD. Xxxxx Systems shall submit the AD&Ds to Newco as and when they are completed. As soon as reasonably possible (but not later than ten (10) days) after the delivery date, Newco shall complete its review of the submitted AD&D and give written notice to Xxxxx Systems either (i) approving the AD&D or (ii) withholding such approval, which notice shall specify in all reasonable detail Newco’s reasons for withholding such approval. The description of any capabilities, features and functionality of

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the Legacy Customizations as well as any associated business rules, inputs and outputs for and from the Legacy Customizations contained in each AD&D approved by the Parties will reflect the Parties’ mutual interpretation of the scope of the VRS Project with respect to the applicable Detailed FRD. An AD&D may not expand or contract the unambiguous scope of the VRS Project set forth in the applicable Detailed FRD. For example, if a particular function is referred to in the Detailed FRD, but omitted from the applicable AD&D, the function shall remain in the scope of the VRS Project unless a Change Order removes the function from the Detailed FRD. However, the description of any capabilities, features and functionality of the Legacy Customizations as well as any associated business rules, inputs and outputs for and from the Legacy Customizations contained in an AD&D will control the interpretation of the Detailed FRD with respect to the implementation of such capability, feature or function unless the details in the AD&D clearly and unambiguously contradict the Detailed FRD. Xxxxx Systems shall not be required to provide the VRS Project Proposal (defined in Section 3.1) or begin coding for any Legacy Customization before receiving Newco’s approval of the AD&Ds. While developing the AD&Ds, Xxxxx Systems will provide periodic progress reports, not less frequently than every thirty (30) days, which reports will include Xxxxx Systems’ then-current estimate of the level of effort required and schedule for completing the VRS Project. In the event Newco withholds its approval of an AD&D, the Parties shall engage in good faith discussions to resolve their differences as quickly as possible.

(c) Disputes Regarding Interpretation. In the event of a dispute regarding the interpretation of the mutually agreed Detailed FRDs or the related AD&Ds, (i) Newco shall be responsible for any costs and delays that are determined to arise from any Change in the scope of the VRS Project pursuant to Section 4.4(a) and in accordance with the Change Control Process, (ii) Xxxxx Systems shall be responsible for any costs or delays that are determined to arise from its incorrect interpretation of the scope of the VRS Project consistent with Section 4.4(b) below, and (iii) the Parties shall work together in good faith to resolve any issue agreed not to have been adequately addressed by the applicable Detailed FRD or the related AD&Ds.

3.0 VRS Project Proposal and Late Delivery of the VRS Project.

3.1 Preparation, Assumptions and Pricing Adjustment.

(a) Preparation. Within 130 days after the Effective Date (the “VRS Project Proposal Due Date”), Xxxxx Systems will prepare, for Newco’s review and approval, which approval shall not be unreasonably withheld, a fixed-price proposal to complete the VRS Project Services in accordance with

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the AD&Ds and a mutually-agreed schedule (“VRS Project Proposal”). The VRS Project Proposal will include the final project plan for the VRS Project (“VRS Project Plan”) and an updated estimate of the staffing mix and level of effort required to complete the VRS Project (“Proposed VRS Project XXX”). Newco acknowledges that any VRS Project Proposal may contain a provision that states that the pricing therein is time-sensitive and therefore that, if the VRS Project Proposal is not accepted by Newco on or before a certain date, the pricing may require adjustment in accordance with this Attachment A-3.

(b) Assumptions. As of the Agreement Date, the Parties anticipate, based upon information known to the Parties on such date, that the VRS Project Proposal will provide for (i) completion of the VRS Project within the schedule described in the Preliminary Project Plan, (ii) a level of effort required by Xxxxx Systems to complete all of the activities described in Section 1.2 as being part of the VRS Project Estimated XXX that is not significantly greater than the VRS Project Estimated XXX, and (iii) the functionality described in the Preliminary Function List all based upon major assumptions and dependencies. However, the Parties acknowledge and agree that trade-offs between schedule, price and functionality may be required to meet the Parties’ expectations regarding schedule, price and functionality after the Detailed FRDs and AD&Ds are completed and the major assumptions and dependencies are affirmed or modified. For example, if the Detailed FRDs require functions, capabilities or interfaces that are materially more complex or extensive than the functions, capabilities and interfaces anticipated to be required by the Preliminary Function List, or Xxxxx Systems’ major assumptions or dependencies are incorrect in any material respect, the Parties acknowledge that an additional level of effort and, perhaps, additional time will be required to complete the VRS Project Services. The Parties agree to work together in good faith to resolve any issues that arise in connection with the VRS Project Proposal.

(c) Pricing Adjustment.

(i) If the Proposed VRS Project XXX is less than the VRS Project Estimated XXX, Newco shall be entitled to a credit equal to: (A) the difference between the number of man-months between the Proposed VRS Project XXX and the VRS Project Estimated XXX, multiplied by (B) eighty percent (80%) of the applicable Additional Service Rate set forth in Exhibit C to the MSA (assuming a six (6) month commitment), for the applicable resource(s) providing VRS Project Services during the Estimated Remaining Project Duration. Any such credit shall be applied, in equal amounts, against the monthly invoices delivered by Xxxxx Systems over the Estimated Remaining Project Duration,

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commencing with the first invoice delivered by Xxxxx Systems after approval of the VRS Project Proposal.

(ii) If the Proposed VRS Project XXX is more than the VRS Project Estimated XXX, Newco shall pay Xxxxx Systems an additional amount equal to (A) the difference between the number of man-months between the Proposed VRS Project XXX and the VRS Project Estimated XXX, multiplied by (B) eighty percent (80%) of the applicable Additional Service Rate set forth in Exhibit C to the MSA (assuming a six (6) month commitment) for the applicable resource(s) providing VRS Project Services during the Estimated Remaining Project Duration. Any such charge shall be spread, in equal amounts, over the monthly invoices delivered by Xxxxx Systems over the Estimated Remaining Project Duration, commencing with the first invoice delivered by Xxxxx Systems after approval of the VRS Project Proposal.

(iii) For purposes of this Section 3, “Estimated Remaining Project Duration” means the period between the date Xxxxx Systems delivers the VRS Project Proposal and the date by which the VRS Project Proposal estimates the VRS Project will be complete.

3.2 Approval of the VRS Project Proposal.

(a) General. As soon as reasonably possible (but not later than 20 days) after Xxxxx Systems delivers the VRS Project Proposal to Newco, Newco shall complete its review of the same and give written notice to Xxxxx Systems either (i) approving the VRS Project Proposal or (ii) withholding such approval, which notice shall specify in reasonable detail Newco’s reasons for withholding such approval.

(b) Change Order. On the date Newco approves the VRS Project Proposal, the Parties shall execute a Change Order that will include (i) the Detailed FRDs, (ii) the AD&Ds, (iii) the final project plan for the VRS Project, (iv) the change in price, if any, agreed by the Parties for the VRS Project Services (it being acknowledged by the Parties that the Annual Services Charge includes Xxxxx Systems’ price for the VRS Project Estimated XXX), and (v) the critical external dependencies. After the Change Order is executed, Xxxxx Systems will provide the services described in Article 4.0 of this Attachment and such Change Order. Unless otherwise agreed by the Parties, Changes to the Detailed FRDs, the AD&Ds or to other factors affecting the VRS Project (and, to the extent such Changes affect the Base Services, the Base Services) after the VRS Project Proposal is approved will be managed through the Change Control Process.

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(c) Failure to Approve VRS Project Proposal. If the VRS Project Proposal is not approved by the Parties on or before the earlier to occur of: (1) the date that is twenty (20) days after Xxxxx Systems’ delivery of the VRS Project Proposal to Newco; and (2) the date that is twenty (20) days after the VRS Project Proposal Due Date, Newco shall have the following options:

(i) Newco may direct Xxxxx Systems to proceed with the VRS Project on a time and materials basis for a price equal to (A) the product of eighty percent (80%) of the Additional Services Rates (for a six month commitment) multiplied by the number of FTEs in excess of the VRS Project Estimated XXX expended by Xxxxx Systems in connection with the VRS Project;

(ii) Newco may direct Xxxxx Systems to Change the Detailed FRDs or AD&Ds to reduce or eliminate functions, capabilities or interfaces from the scope of the VRS Project to reduce the cost and shorten the schedule to acceptable levels;

(iii) Newco may direct Xxxxx Systems to cease all activities on the VRS Project and increase the Annual Services Charges, Base Services, Service Levels and other obligations of the Parties under the MSA to reflect the termination of the VRS Project; or

(iv) Newco may terminate the MSA without cause or further liability or obligation to Xxxxx Systems after giving one hundred eighty (180) days prior notice, provided that (A) the amendment to the GreenWay License and the Odyssey License granted in Section 8.7(c)(ii) of the MSA and (B) the VRS license granted in Section 8.7(c)(iii) of the MSA, shall terminate concurrently with the termination of the MSA unless Newco pays Xxxxx Systems a license fee in the amount of $[REDACTED], which fee shall be payable in three (3) equal installments the first of which shall be payable on the date of such termination, and the second and third of which installments shall be payable on the first and second anniversaries of such date, respectively. Notwithstanding the foregoing, Newco may not terminate the MSA pursuant to this Section to the extent that the passage of the time period giving rise to the right to terminate the MSA hereunder is based on an unreasonable refusal by Newco to approve the VRS Project Proposal.

(d) Newco Delay Fee. If the Parties shall not have adopted the VRS Project Proposal and Newco shall not have elected one of the options set forth in Section 3.2(c) above within one hundred fifty (150) days of the earlier to occur of the date set forth in clause 3.2(c)(1) and (2) above, Newco shall

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pay to Xxxxx Systems an additional monthly fee hereunder of $300,000; provided, however, that the obligation to pay such fee shall terminate upon the agreement by the Parties on the adoption of the VRS Project Proposal or Newco’s election of one of options 3.2(c)(ii), (iii) or (iv) above (it being understood that if Newco elects option 3.2(c)(i) above, after the initial incurrence of the delay fee set forth in this Subsection 3.2(d), the obligation to pay such fee shall continue until the completion of the VRS Project (excluding time attributable to delays caused primarily by PSC Personnel)).

3.3 Late Delivery. If VRS is placed into production more than 150 days after the date set forth in the VRS Project Plan approved by Newco for placing VRS into production, either Party may terminate the VRS Project component of the MSA without cause or further liability or obligation by either Party to the other Party in connection therewith by giving the other Party five (5) Business Days’ written notice, in which case:

(a) Xxxxx Systems shall refund to Newco $[REDACTED] adjusted either upward for any additional charge incurred under Section 3.1(c)(ii); or downward for any credit provided under Section 3.1(c)(i); or downward for any invoices which are then more than 20 days outstanding.;

(b) Xxxxx Systems shall release to Newco $[REDACTED] of the Security Deposit (defined in Section 4.5 below) or, if less, the remaining uncontested balance; and

(c) Xxxxx Systems shall deliver to Newco for its review and approval a proposal for reducing, effective as of the termination date, the Annual Services Charge by $[REDACTED] per month. If Newco does not approve the proposal for reducing the Annual Services Charge within thirty (30) days after it is delivered to Newco, Newco may terminate the MSA pursuant to Section 3.2(c)(iv).

4.0 VRS Project Services.

4.1 Project Governance.

(a) Each Party will designate an individual to serve as its “VRS Project Manager.” Each Party’s VRS Project Manager will: (i) serve as the principal point of accountability for coordinating and managing that Party’s obligations in connection with the VRS Project, and (ii) be authorized to act for and on behalf of that Party with respect to all matters relating to the VRS Project, subject to the limitations set forth in the MSA and any other limitations of which the other Parties are notified.

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(b) As part of his or her responsibilities in connection with the VRS Project, Xxxxx Systems’ VRS Project Manager shall:

(i) attend weekly VRS Project status meetings, infrastructure meetings, and other meetings reasonably requested by Newco;

(ii) provide reasonably detailed weekly and other periodic status reports, in mutually agreed formats, on the progress of the VRS Project and the resolution of VRS Project issues;

 (iii) keep Newco informed regarding changes in Xxxxx Systems Personnel assigned to the VRS Project;

(iv) manage Xxxxx Systems’ participation in the analysis and resolution of significant VRS Project issues; and

(v) maintain the VRS Project Plan and manage the VRS Project against such VRS Project Plan.

(c) As part of his or her responsibilities in connection with the VRS Project, Newco’s VRS Project Manager shall:

(i) attend weekly VRS Project status meetings, infrastructure meetings, and other meetings attended by Xxxxx Systems’ VRS Project Manager;

(ii) provide reasonably detailed weekly and other periodic status reports, in mutually agreed formats, on the progress of Newco’s obligations, including end-user training activities, with respect to the VRS Project and the resolution of VRS Project issues;

(iii) keep Xxxxx Systems informed regarding changes in Newco Personnel assigned to the VRS Project; and

(iv) manage Newco’s participation in the analysis and resolution of significant VRS Project issues.

(d) All Changes to the VRS Project, including any Change to a Detailed FRD or any AD&D shall be made only in accordance with the Change Control Process described in Attachment A-1 to Exhibit A.

4.2 Development and Testing.

(a) Xxxxx Systems shall develop, test, and deliver the deliverables required to implement the capabilities, features and functions described under each Detailed FRD, which includes the Legacy Customizations by performing the tasks and other activities described in the applicable AD&Ds, except to

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the extent such tasks and activities are assigned to Newco in such AD&Ds. Newco shall perform the tasks and other activities assigned to Newco in the AD&Ds.

(b) Each Party shall perform the unit, system, performance, quality assurance and other testing assigned to such Party for each capability, feature and function of the Legacy Customizations in accordance with the Detailed FRD relating to testing and the AD&D applicable to such capability, feature and function and the VRS Project Plan. Unless otherwise stated in the applicable Detailed FRD or the applicable AD&D, Newco shall be responsible for performing user acceptance tests in accordance with the mutually agreed test criteria and timeframes described in the applicable AD&D (which shall reflect the testing criteria and timeframes included in the Detailed FRD relating to testing). No element of the VRS Project will be placed into production until Newco has accepted such element.

(c) If Newco is unable to perform any task, including but not limited to develop or testing any deliverable or system, in accordance with the VRS Project Plan because a Xxxxx Systems deliverable or task is delayed (whether due to tardiness or defects), the completion date for such task shall be extended by the number of days by which Xxxxx Systems’ deliverable is delayed. Similarly, if Xxxxx Systems is unable to perform any task in accordance with the VRS Project Plan because a Newco deliverable or task is delayed (whether due to tardiness or defects), the completion date for such task shall be extended by the number of days by which Newco’s deliverable is delayed. Notwithstanding the foregoing, each Party shall use reasonable commercial efforts to mitigate the impact of any such delays on the VRS Project Plan by (i) performing all tasks that do not require the delayed deliverable, and (ii) taking such other actions as are reasonably practicable.

(d) Upon completion of testing in accordance with the applicable AD&D and the Detailed FRD relating to testing, Xxxxx Systems shall notify Newco, in writing, that the deliverables required under the VRS Project are complete and ready for testing. Following such notice, Newco’s VRS Project Manager shall review such deliverables and recommend the acceptance or rejection of such deliverables to Newco, noting the reason for rejection, if any, in detail. Following receipt of such recommendation, Newco’s Chief Information Officer or his designee, shall accept or reject, in writing, such deliverables in accordance with the objective test criteria in the applicable test plan. In the event of rejection, the Parties agree to work together in good faith to resolve any issues that contributed to such rejection.

4.3 Warranty. If Newco notifies Xxxxx Systems within ninety (90) days after a VRS Project deliverable is available to be placed into a production environment (which date is identified in the VRS Project Plan) (“Warranty Period”) that there exist

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any Severity 1 or Severity 2 errors, omissions or non-conformities that cause such deliverable not to conform to the mutually agreed testing criteria described in the applicable AD&D (collectively, “Defects”), then Xxxxx Systems shall promptly correct such Defects in accordance with the testing criteria described in the applicable AD&D without additional charge to Newco. The Parties acknowledge and agree that the testing criteria shall be designed to confirm in an objective way that such software conforms in all material respects to the requirements described in the applicable Detailed FRDs and the related AD&Ds.

4.4 Delays.

(a) Caused by Newco. If the initiation, delivery or implementation of the VRS Project is delayed primarily due to delays, errors, omissions, actions or failures to act by Newco, any Newco Affiliate, any Licensees/Franchisees, any global distributed systems (GDS) vendor or any of their respective Subcontractors, including but not limited to any delay by Newco, any Supported Affiliate or any Licensee/Franchisee in training, rollout, business process reengineering or any external critical dependency, Newco or user testing (excluding delays arising from Xxxxx Systems’ obligations under the MSA or the Detailed FRDs or AD&Ds)(collectively, “Delays”), then (i) if the Delay occurs at any time before Xxxxx Systems delivers the VRS Project Proposal, any subsequent schedule and dates set forth in Appendix C (as well as, if applicable, the FRD Approval Period, the AD&D Approval Period and the VRS Project Proposal Due Date) will be extended on a day-for-day basis, (ii) if the Delay occurs at any time after Xxxxx Systems delivers the VRS Project Proposal, the delivery dates under the VRS Project Plan will be extended on a day-for-day basis, and (iii) in all cases, Xxxxx Systems may increase its charges to Newco for the VRS Project and, to the extent impacted by such delays, the Annual Service Charges, in accordance with the Change Control Process.

(b) Caused by Xxxxx Systems. If the initiation, delivery or implementation of the VRS Project is delayed primarily due to delays, errors, omissions, actions or failures to act by Xxxxx Systems or any PSC Personnel, then Xxxxx Systems will be responsible for any increased costs under the MSA for which Xxxxx Systems is financially responsible, and Xxxxx Systems’ charges under this MSA shall not be increased, except as otherwise provided in this Attachment A-3.

(c) Adjustment to Annual Services Charge. If, after adoption of the VRS Project Proposal, Newco shall cause more than one hundred fifty (150) days of Delay (as defined in Section 4.4(a) above), then commencing on the one hundred fifty first (151^st) day of such Delay, and continuing for the remainder of the VRS Project, Newco shall pay to Xxxxx Systems

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$300,000 per month in addition to the then-current Annual Services Charge.

4.5 Security Deposit. On the Effective Date, Newco shall deliver to Xxxxx Systems (i) a cash sum in an initial amount of $[REDACTED] (the “Security Deposit”), and (ii) a security agreement in form and substance reasonably satisfactory to Xxxxx Systems sufficient to establish that the Security Deposit can be held to secure Newco’s payments to Xxxxx Systems under the MSA and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of Newco. Xxxxx Systems shall have the right to offset or recoup any amounts properly due and payable by Newco to Xxxxx Systems under the MSA against such Security Deposit. Should Newco breach any of the terms and conditions of the MSA, Xxxxx Systems shall have the right, at any time and from time to time, to apply the Security Deposit or any part thereof, for the purpose of curing any such default or for the purpose of reimbursing for any damage or costs occasioned by such default, but the right of Xxxxx Systems to apply the Security Deposit shall not affect any other remedies available to Xxxxx Systems under the MSA or under applicable law. All interest and other return amounts earned on the Security Deposit shall be for the account of Newco and shall be paid over to Newco to the extent the amount of the Security Deposit exceeds the applicable amount set forth on Appendix D hereto. Provided that Newco is then current on its payment obligations under the MSA, the amount of the Security Deposit shall be reduced over time in accordance with the amounts set forth on Appendix D hereto. Any amount by which the Security Deposit exceeds the applicable amount set forth on Appendix D hereto shall be paid to Newco. Nothing herein contained shall require Xxxxx Systems to hold the Security Deposit as a trust fund, nor establish any relationship other than that of debtor and creditor with respect to the Security Deposit.

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Appendix A

Preliminary Function List

The Preliminary Function List on which the VRS Project Estimated XXX is based is attached as Annex A-1. The following Detailed FRDs will be developed as described in Section 3.0 of Attachment A-3, to which this Appendix is attached.

FRD Description		Requirements Complete		AD&D Complete
Odyssey GAP 3000 Days Level of Effort
One-Time and International Conversion Reporting FRD
Financial (Receivables, T&S) Conversion FRD
Odyssey Non-Fleet Data Conversion FRD
Odyssey Fleet Data Conversion FRD
GDS Links and Rate Updates Conversion FRD
Rollout Bridges Conversion FRD
*Rollout / Solution Center FRD
*Manual Conversion FRD
Data Security FRD
*Business Process Change FRD
Testing (QA & UAT) FRD
*Training FRD
Ancillary Applications Transition - Admin Systems FRD
Ancillary Applications Transition - Fleet (Tune-up, Pyramid, ATS, Warranty) FRD
Ancillary Applications Transition - Revenue Management System FRD
E-Commerce FRD (National Web, Alamo Web and R2K)
Decommissioning Odyssey - Data Archival and Retrieval FRD
Reporting FRD
Data WarehouseFRD
Infrastructure FRD

* Newco Personnel will be primarily responsible for the activities under this FRD.

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Annex A-1

Preliminary Function Lists

Area		Gap Candidate		Comments		Days		Category
Web		Initial rate engine call to return all rates regardless of vehicle category and then they do the upsell. LDART - location, Dates arrival, return, type-car		VRS requires that the vehicle category be entered first. VRS could call upsell rate engine format first thing and it would return all cars and individual T&M. An upsell call could be made that would return the base rate for all cars. The rate call that gives back all car classes that voice reservations uses has the same product for all vehicles. Not sure that this will work for what the Web wants to do Create front end to display this information - back end Tux service is in place to make this happen and the order of rate engine calls in the tux service may have to be re-ordered. Assumes no architecture changes Assuming changes made to the Res Commit process to support Voice Res and GDS would support WEB.		80		Extra large
Web		City Items - how to display the additional optional costs		VRS to repackage equipment/insurance - multiples of same piece, young drivers, FSO		10		Small
Web		Quick Rent		Agentless check out for Alamo. Determine whether this is applicable moving forward.		10		Small
Voice		Max days before rental when a credit card is not due with a pre-paid		Alamo allows pre-pays without a credit card and then allows the credit card/prepayment to be taken later, and allow for incremental increases/decreases in that amount along the way. VRS only allows for one prepayment to be taken and it cannot be incremented/decremented, and additionally does not support for not providing that payment on a prepay. This looks significant when looking at doing partial refunds and additional authorizations on a RES, deferring payments, and making sure that all gets to the rental, or refunded. Also display of auth history/details popup for a res.		45		Large
Voice		Real time Res Statistics: Real time booking by agent on Mainframe listing dollars for potential commission		VRS has something similar now with a tux service. Agent incentives is already a separate table. We would have to make functionality more robust and provide a screen to review - add the db access to a res commit tux service to do aggregations on a per agent basis.		25		Medium
Voice		Speedlink and Prepaid vouchers • Alamo sends reservations to Speedlink - • Prepaid vouchers		PeopleSoft would collect payment and feed would enter into Res from PeopleSoft to create a new payment type and a commission module call to net the payment - Res information has to be made available to discuss with TA and driver. New batch program for Cancellations to feed back into PeopleSoft. Cross team - commission module and PeopleSoft feed is billing. Speedlink feed could be handled via book it xxxx it interface		25		Medium

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Voice		Retrieve reservations that have been booked for a customer within the last 7 days regardless of status. Do not display if projected rental date has already passed. Display this on res form.		This requirement indicated the entry of the phone number, not the pre-population from a CTI type interface. In that case, RES would pull that info and need to prompt the user that existing RES details exist and determine if the user wants to proceed with that info (could be a modify of a res, a booking, a wrap-up, cancel). Need to work through business rules on what to do in each case. May be able to use existing CTI pre-population logic to handle the retrieve of a wrap-up to start a new booking. Depends on what they want to do with the wrap-up info and the associated rate		25		Medium
Voice		ANI pop up, call History • where the call came from last seven digits of telephone #) • They store the quote (wrap up) with the exchange number so they can match up that you called before when they call again.		VRS writes out the wrap up reservation with all the data - CTI telephony captures phone number automatically for storage. We would need to pull up the most recent rate that had been quoted. VRS stores basic res data - wrap status. Store the ANI info linked to res for indexing purposes Add option for agent to get ANI from CTI to do query against wrap up reservations to pull up prior calls. ANI its own column/table. Build in some dialog steps or text into CTI to guide the user Only keep these around for a limited period. Would have to update the purge job. Business rules need to be established regarding getting new rate or honoring old. CTI is not being utilized but the code exists as a baseline. The functionality would need to be broadened and thoroughly tested as it has not been utilized in production. CTI estimates are not included in this estimate. Instead, it is assumed that phone numbers could be keyed in manually and no automated CTI feature would be required		20		Medium
Voice		Alternate Res number lookup and display for DBI		VRS would need to account for a non unique res number from an external source for look up and billing. As far as the Alt Res #, if we are using ncr_nbr from the RES table, it is 18char alpha so it would not need to be changed, already has an index on it and would only need minor changes to have the reservation form allow for entry of alpha numerics for that value and for the search to auto look for it when a res# is entered. An older design and prototype was done this back in the early VRS development stages.		20		Medium
Voice		Virtual Inventory levels and capacity matrix		VRS functionality may be sufficient		0		Small
Voice		Work Flow		Need additional details to finalize scope		10		Small

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GDS		Direct Booking Interfaces (DBI)		The DBI consists of real-time and batch links that enable Tour Operators to book reservations directly into Alamo’s reservation system. Interfaces will be created for VRS. Batch links consist of regularly delivered files containing multiple transactions (adds, revisions, or cancels). The files are delivered through AT&T’s Global Network through a file transfer. Currently there are approximately 18 batch links. The six existing real-time links process individual transactions as they are delivered through one of three different mechanisms. Three links send reservations across leased lines, two use AT&T’s Global Network and one sends reservations via Alamo’s backbone network to the UK. ANC hosts web sites XX.Xxxxx.xxx and XXXX.Xxxxx.xxx to facilitate the real-time channel. An assessment is required to determine if there are any front-end requirements associated with switching these interfaces to VRS.		60		Large
GDS		AVR message/ Capacity AVCs		VRS does not support AVRs. • seamless takes the vendor our of the rate availability • Recommend finishing the process of getting Galileo, Amadeus, Worldspan etc.. to seamless as opposed to adding in AVR		60		Extra large
GDS		Amadeus Vouchers		VRS does not support - • Amadeus has a voucher print function - send details to them and they use them on bookings. Internal vouchers in VRS		20		Medium
GDS		Southwest, Startoma • direct links • southwest may be coming through a vendor now		VRS - bring up an actual physical link with the vendor and make sure they have the same message structure and front ends match up • E-Travel, Viatel, (XML OTA format) Need to add links for Southwest and Startoma		20		Medium
GDS		GDS Sell from Screens		Need additional details to finalize scope		10		Small
CPM		Yield Management capacity controls • stopping your weekend (stop sell) on a rate • reopen		Need additional details to finalize scope		130		Extra large
CPM		Deeper Reporting • Historical data - 5 years available for adhoc reporting • AIM, product etc.... Availability of data that is replicated - Market History tapes		VRS - to build out the data warehouse functionality to satisfy this year over year reporting.		130		Extra large

16

CPM		Market Segmentation • set on customer set up and drives sequence of offered rates linked to segments - OSP going to best rate • customer affinity that groups like contracts together to share like attributes		VRS - data conversion/ongoing IM we could set much of this affinity functionality in VRS. Market Segmentation - would need to link to the data warehouse and build out for customer analysis.		80		Extra large
CPM		Channel specific pricing - Different rates for GDS/Voice/Web or by inbound country / IATA etc..		VRS input parameters into rate engine - rates would have to be set up by channel or a differential based on channel - set up and call process changes.		60		Extra large
CPM		Table rates (length of stay, shadow rates, honor rates) Variable rates set 30 to 60 days out per day and the rentals then lay over this and take the average of rates based on the duration of the res/rental. • Xxxxx Xxxxxxxxx said they were moving away from the table rates		Need to verify whether these are needed in the future. Define a the number of rate detail - different competitive rate per calendar rate per day and take the average of those 5 rental days for the booking. Re-rating requirements are an issue. • Product and vehicle as a header and you fill in a calendar - screen/DB tables - need rate engine changes to do average on length of rental		45		Large
CPM		DBI • booking channel - download files for confirmation • Type A and B type access		XML standard - edifact translations for DBI • wrapper to standard interface to VRS		10		Small
CPM		Coupon processing • looks like a gap more on the Alamo side verses VRS		Need additional details to finalize scope		0		TBD
CPM		Rate Structure • GDS will take a weekend or week day rate and shop them differently		Not an issue for VRS (Pkg, T&M, Weekend, Variable rates) • GDS shopping issue in VRS		0		TBD
CPM		Sales Rep Incentives • selling commercial contracts • District territory and division fields.		Manage this outside of VRS. • district/territory and region is tracked on the ORG table now in VRS that could support reporting to see if the contracts being sold are producing • could feed a data warehouse to do this type of reporting of volume		0		TBD
CPM		Benefit packages - Tours packages		VRS CIR 130 functionality potentially satisfies need		0		Small
CPM		Delivery and collection - Europe		Need additional details to finalize scope (along with understanding the disposition of Europe)		0		TBD

17

Billing		Tour Operator Billing - file feeds of invoices 14 Tour Operators		The direct tour links are just another form of direct link that Alamo has and that VRS does not (similar to Southwest Airlines, etc.) They probably represent a small-medium effort to convert over, but to confirm the effort, the message protocol or connection method must be determined. Construct the infrastructure which will support multiple DBI links and will minimize the effort needed to add a new link. Link specific message formats and special edits/processing will be user-configurable rather than hard-coded. New communication protocols will be added via incremental development effort. The majority of the business logic will be constructed such that it is common across all links to minimize maintenance requirements. To provide a given DBI link, it will be necessary to complete the appropriate communication module and to complete the link specific development in addition to this infrastructure development piece.		600		Extra large
Billing		Prepaid vouchers where TOs do not have a business account. In these instances, Alamo gets paid in advance before the rental occurs or driver will pay for the rental via credit card. Basically the Tour pays in advance less commission payment and the res system has to know / calc the commission to validate the payment and the full voucher amount must print on rental/invoice.		Set up an IATA/contract also / plus no business account. Call 1090 to calc commission and put in a new screen to apply cash to the reservation. Must have a feed into Res to populate the payments table with a new payment type for the prepaid voucher. Also have to set up a batch job to post refunds for cancellations.		100		Extra large
Billing		Central xxxx once a month on business and 3 times per month for Tours - pay on the out for tours as well • accruals for next month • adjustments at the close of the rental • Schedule Billing an open rental • Month end closes • utilize long-term rental logic		Make changes to Schedule xxxx programs to pick up invoices on open rentals. Make changes to counter invoice program to be called from check out screens in ROPS and still keep the RA open. Make changes to invoice adjustment (CCRI) processes to allow invoice adjustments while the rental is open. Note, we recommend a solution to not allow credit replacements until after the rental is closed. (estimates reflect this).		80		Extra large
Billing		Frequent Flyer Bonus points program - online user driven more like commission plans for marketing staff		Option A - 80 Option C - 26 Option D - 11 Estimate is only for Option A.		80		Extra large
Billing		Consolidated billing for Alamo - xxxx in a central currency no matter what the rental currency is. Conversion to take place and posting in to financials		Need to store a preferred currency on the business account and then convert the rental invoices in to this currency when generating the schedule bills and postings into PeopleSoft. Assumes that there is a PeopleSoft instance set up in the foreign currency or some feature is set up to post alternate currency into A/R and G/L in a single corporate instance of PeopleSoft.		50		Extra large

18

Billing		Trecs Cash batch process		Alamo has identified issues with current ancillary system Trecs and they have created workarounds. Need to verify whether the batch feeds are still needed going forward.		45		Large
Billing		Frequent Feeds for Alamo		Modify the Frequent Flyer Feed (BILB0130) program to create Alamo files		45		Large
Billing		Invoice Format for Alamo - more text • Different Format program • Charge type screens that have print text - brand • Batch invoice (central) • Hand Held invoice		New format for invoices (HH, Counter and Central). Basically the existing programs are pulling all the relevant data, need to format a new document.		40		Large
Billing		Southwest airlines		New Interface		40		Large
Billing		A/R Balances stored in OPS - • want to see outstanding balances for business accounts/IATAs		Feed back into VRS to make the BA a do not rent based on outstanding receivables. • balance threshold or aging • business accounts manually set based on a report • cross team for RES/ RENT and Counter Billing • business rules on when to make the edit of do not rent stick in RES/ RENT		35		Large
Billing		Channel Chart reporting and tracking all referrals of where business is originating and reporting on this.		Need to capture additional data via forms. Assumes 2 reports		30		Medium
Billing		Settle on the Out versus the In (Credit Card)		Need additional details to finalize scope		25		Medium
Billing		Force charge refunds - AP Accounts done via approval screens where VRS does negative receivables		Change the force charge batch process to create an A/P posting as well as automatically create an A/P business account instead of an A/R business account. Create approval screens to release the A/P refund to post into PeopleSoft.		25		Medium
Billing		Commission file feeds to NPC		Program modifications to create an Alamo NPC file		15		Small
Billing		Alternate Res number lookup and display for DBI		Schedule xxxx invoices for Tour operators using the DBI interface will need to display this alternate reservation number.		15		Small
Billing		Electronic Notes and comments		Add text fields to BA screens		15		Small
Billing		Memo and note pad - sales staff selling the account		Add off the org or contract in VRS		10		Small
Billing		Credit card settlement file generation changes for Alamo - Verifone places a National identifier or code on the settlement file		Create a Unix script to update the file to Alamo after the Verifone EOD settlement process runs.		5		Small
Billing		Refund MCO vouchers - unused portions		Modify the Default Allocation process to not shrink fixed value vouchers so that a refund situation would exist in ROPS and a refund could be given at the counter		5		Small
Billing		FRND system versus the QSP and the AP postings		VRS does not post to A/P today but rather G/L for these credits applied as negative rental charges. If a post to A/P a new feed would is required		0		XXX

00

Xxxxxxx		XXX interface - Old Accounting system - feed to MSA the A/R transactions and then feed output to their Legacy A/R system		Utilized PeopleSoft A/R - Need to examine conversion and license costs		0		TBD
Billing		Voucher Images - scan in and view		Need additional details to finalize scope		0		TBD
Billing		1 European country		May not be an issue - Speedlink in UK and use current Reservation bridge		1		Small
Billing		NOMAD or report generators -		Could use Cognos or B.O. reports with Data warehouse		0		TBD
Billing		Commission calculations and postings		Assuming that the commission plans/rules and calculation grids would be sufficient to handle Alamo commissions. Estimate assumes that Alamo creates an A/P account and associated A/P postings each month for each IATA payment.		5		Small
Billing		No automated Bank/Credit information look up when setting up new accounts • No Feed back from A/R for outstanding balances and aging • Open Item verses balance forward statements		Would have to create interfaces to MoVRS’s/D&B or another Bank service to automatically get credit information. Need additional information to finalize scope		0		TBD
Rops		Rental agent upsell program and incentives - Commission approaches are different between Alamo and National. Alamo rolls all increment revenue together while National itemizes and pays out based 4 distinct categories.		Two paths: 1) Make commission program consistent between brands; 2) Maintain separate commission programs and enhance VRS to support Alamo incentive processes.		50		Extra large
Rops		Rental Upsell • more flexible upsell pricing capabilities		Upsell pricing abilities since gap first was identified have been added to VRS. Ability to perform upsell pricing for leisure and non-contractual rates supported in VRS. Hooks are in place in VRS. Need to create data model and several new forms and displays to the customer		40		Large
Rops		Alamo rental agreement print design		Write new program to print Alamo format with text and labels.		40		Large
Rops		Quick Silver - Legacy loyalty program. Emerald Club re-launch could be tied into Quick Silver possibly.		Quick Silver and Emerald Club sufficiently different requiring VRS enhancements to support Quick Silver. Emerald Club could be customized to support. Recommend combining with Emerald Club re-launch initiative.		30		Medium
Rops		Overlapping movements - Alamo allows it but National does not.		VRS has tighter restrictions and car control and does not allow overlapping movements. These edits would have to be relaxed and it would have an effect on inventory and fleet processes		30		Medium

20

Rops		Rental Operations Work Flow - screen flow relating to collecting customer information. Differences between how rates are provided relating to what type of information is required before a rate can be provided.		Generic - VRS would need to make a public or shopper call to get rates before customer details are entered. VRS can do walk up rate calls prior to entry of driver information		30		Medium
Rops		Tickets (traffic violations) • match parking tickets from local authorities by time and date to the renter at that time who had the vehicle.		Integrate with VRS (fleet subsystem) and provide screens to search and find the rental and driver		15		Small
Rops		National performs TML processing for specific states as does Alamo. These states differ. Enhance TML calling process to handle Alamo’s DMV checks.		Use TML to do requests for drivers in the Alamo states not already handled by VRS. Assume 3 extra states at 5 days per state		15		Small
Rops		Interface with 3rd party claims system (Pyramid)		Orphan system interface - modify Pyramid interface to feed Risk parameters.		15		Small
Rops		Prepaid vouchers for TO/TAs with no business account. The prepayment from the TA must flood into ROPS at the start of the rental and count for payment against the rental (IATA prepay) and if the payment is not there the charges default to the driver.		Changes to ROPS forms to handle the new voucher prepayment for prepaid vouchers.		15		Small
Rops		Perform credit card settlements on the Out instead of at Return time.		Support cc settlements on both the Out and the Return. Establish business rule by brand.		15		Small
Rops		Multiple business accounts on a single rental		Change ROPS forms to allow more than one business account on a rental.		10		Small
Rops		Voucherless - prevent modification of voucher days and provide ROPS with edits and display messages		Have edits in ROPS to not allow modifications to vouchers if a flag is set on the business account etc.		5		Small
Rops		Multiple hold reason codes		Need additional details to finalize scope		5		Small
Rops		FRND system versus the Quality Service Processing (QSP). - AP voucher queuing and approval.		QSP can credit the rental if it is still open. Once the invoice is cut, QSP is non monetary and must be handled via AP. See billing for estimate		5		Small
Rops		Incentives feed PeopleSoft for Alamo		VRS feed most likely will be sufficient		0		Small
Rops		Kiosk’s - Bankruptcy was to discontinue. Method of delivery to interact with a machine to get keys		Need to verify whether the Kiosk program is still required		0		TBD
Rops		Road Service • Stand alone system lacking integration today.		Need additional details to finalize scope		0		TBD
Rops		Inventory philosophy		Specific changes to implement the Alamo inventory philosophy not defined yet. .		0		TBD

21

Rops		Business versus Leisure questions asked by ROPS agent		Add flag to database and screen and pass to rate and billing engine to dictate applicable charges. National does not ask the customer whether the rental is for leisure or business, but Alamo does and rates are affected. Issue requires further clarification.		0		TBD
Fleet Mgt		Titling System		Build a titling system for identifying where titles are located since it is external to VRS.		150		Extra large
Fleet		Reporting		VRS to enhance reports to give similar reports to what they have in the mainframe. Some reports would be generated from the Data Warehouse. Others would have to be real time. Allocated a number of days for reports		100		Extra large
Fleet Mgt		Disposal Centralization		Disposal in VRS is meant for local or regional use - changes would have to be made to make it more centralized.		90		Extra large
Fleet Mgt		Real Time Hold evaluation		VRS holds are a batch process and once they go on a car they stay until some takes them off (user online, bridge or Tune up). Legacy holds are more real time. Specific events trigger hold logic for a vehicle. For example, if it supposed to go on disposal, it places hold on the car. PMs are a hard hold in IVS. VRS car goes on disposal and gets moved to another location - it stays on disposal. In legacy if the new controlling location re-evaluates the disposal hold and it could come off hold automatically. Real time evaluations for specific holds		30		Medium
Fleet		FIN - Depreciation calculation methods and allocations at station level.		VRS does it at a pool level and not station. All data is there for VRS to calculate at station level. • Assuming that Alamo would do depreciation based on length of ownership and allocate to business unit/org that owns the car and not Utilization like they do today in IVS. (PeopleSoft allocates the depreciation for VRS).		30		Medium
Fleet		Risk		RISK has an interface with Tune up and Pyramid does not and thus we would need to build interface from Pyramid to Tune up.		30		Medium
Fleet		FIN - Mitsubishi		Need to add. Make it XML for standards. • need ANC sponsor to interface with manufacturer. • Assuming different file formats than GM		20		Medium
Fleet		Loss Damage		VRS would have to build interface to NCIC - police database to see if the car has been recovered or reported stolen. Before they will recover a car and remove a theft hold, they check NCIC. Also make it centralized		20		Medium

22

Fleet		IVS supports Off Lot sales		In VRS you have to move it to auction to sell. We would need to develop business rules to allow us to sell vehicles that are still on our lot. • Change sales invoice process		10		Small
Fleet Mgt		Disposal User Interface		Disposal - VRS user interface for rule set definition requires the user to understand and/or logic. The users have had trouble with this concept. The form for defining rules could be redesigned with a template feel to hide logical operators from the user. This would ease training requirements for the user.		10		Small
Fleet		Registration centralization		VRS is built with a localized model for most operational functions. Changes would be made to centralized (security based mainly).		10		Small
Fleet Mgt		ATS Interface		Build interface with ATS, the title request system.		10		Small
Fleet		Help Text		We calculate similar numbers with different algorithms so our help text needs to be revamped to make it clear. For example, controlled fleet counts are calculated separately in RES, ROPS and Fleet and the number can represent a valid difference		10		Small
Fleet		Planning		ANC is not using VRS’s planning tool since they are using a spreadsheet now. Current legacy system does not have a planning tool. Solution will be to continue the use spreadsheets.		5		Small
Fleet		Multiple Hold reason codes		VRS has many more holds than IVS. VRS holds are a batch process and once they go on a car they stay until some takes them off (user online, bridge or Tune up). Legacy holds are more real time. Specific events trigger hold logic for a vehicle. For example, if it suppose to go on disposal, it places hold on the car. PMs are a hard hold in IVS. VRS car goes on disposal and gets moved to another location - it stays on disposal. In legacy if the new controlling location re-evaluates the disposal hold and it could come off hold automatically. Disposal - VRS user interface would have to be re-written but the table structures would stay the same. Real time evaluations for specific holds		5		Small
				Total Days		3011
				Days per Man month		21
				Man months		143

Note: Some preliminary estimates have not been estimated and are listed as “To Be Determined” (TBD). These gaps generally require investigation to determine the order of magnitude of the effort. Small estimates with 0 days are requirements that will most likely be satisfied with process changes or existing functionality

			Range (days)
			0	to 15	Small
			16	to 30	Medium
			31	to 45	Large
			46	+	Extra large

00

Xxxxxxxx X

Major Assumptions and Dependencies

The VRS Project Estimated XXX and Preliminary VRS Project Plan are based upon the following major assumptions and dependencies:

(a) During the VRS Project, no material changes will be made to any Supported Systems other than those made (i) in connection with the VRS Project, (ii) to comply with tax or other regulatory requirements, or (iii) pursuant to a Change Order.

(b) Xxxxx Systems will work in good faith to introduce additional Changes where required by Newco, through the Change Control Process, as long as the scheduled delivery date for the VRS Project is not changed, except as mutually agreed by the Parties through a Change Order.

(c) Newco’s Global Distributed Systems (GDS) partners will participate on a timely basis in the testing required under the VRS Project and Newco is responsible for such participation.

(d) The VRS Project is being conducted on an accelerated timeline, based on Newco’s business and financial constraints. During the course of the VRS Project, the Parties will not unreasonably withhold any decision, consent or acceptance necessary to complete the VRS Project in accordance with the Preliminary VRS Project Plan.

(e) The Preliminary VRS Project Plan is dependent upon the full, prompt and complete cooperation of Newco business personnel to define their detailed requirements in the context of the business and financial constraints imposed on the VRS Project.

24

Appendix C

Preliminary VRS Project Plan

VRS Project Phase		Deliverable		Duration following effective date		Responsible Party		Contract Event
Requirements		Detailed GAP Requirements		Day 0 to 50		Newco/Xxxxx Systems
		Delivery of all FRD’s		Day 50		Xxxxx Systems		FRD Deliverables completed for Newco review
		Newco approval of FRD’s		Day 60		Newco		Detailed FRD’s, Signed off and agreed to by Newco and Xxxxx Systems
Analysis/Design		Data collection and compilation of ADD’s		Day 61 to 114		Xxxxx Systems
		Delivery of all ADD’s		Day 115		Xxxxx Systems		ADD Deliverables completed for Newco review
		Newco approval of ADD’s		Day 120		Newco		ADD’s signed off and agreed to by Newco and Xxxxx Systems
		Delivery of OSP Proposal		Day 130		Xxxxx Systems		Scope, Timeline, Budget for OSP project
		Newco approval of OSP Proposal		Day 150		Newco		Approval to complete OSP project

25

Appendix D

Security Deposit Amounts

Month		Newco Security Deposit Balance
1		$	[REDACTED]
2		$	[REDACTED]
3		$	[REDACTED]
4		$	[REDACTED]
5		$	[REDACTED]
6		$	[REDACTED]
7		$	[REDACTED]
8		$	[REDACTED]
9		$	[REDACTED]
10		$	[REDACTED]
11		$	[REDACTED]
12		$	[REDACTED]
13		$	[REDACTED]
14		$	[REDACTED]
15		$	[REDACTED]
16		$	[REDACTED]
17		$	[REDACTED]
18		$	[REDACTED]
19		$	[REDACTED]
20		$	[REDACTED]
21		$	[REDACTED]
22		$	[REDACTED]
23		$	[REDACTED]
24		$	[REDACTED]
25 to end of Term		$	[REDACTED]

26

Attachment A-4

Supported Desktop Hardware and Supported Desktop Software

Part A - Supported Desktop Hardware (as of the Effective Date)

Supported Desktop Hardware

Location or Business Unit

Platform

Category

Machine Manufacturer

Machine Type/Model

Machine Serial Number

Description

National

Counter

HP

VL5

National

Back Office

HP

VL5

Alamo

Counter

Compaq

6400

Alamo

Back Office

Compaq

6400

National

Res

HP

VL5

Alamo

Res

Compaq

6400

Alamo

Handheld

Rental location

Norand

3210

W/3270 emulation

Alamo

Handheld

Rental location

Norand

1750

W/3270 emulation

National

Handheld

Rental location

Intermec

6400

VT220/3270 emulation

Alamo/Nat’l

Handheld

Rental location

Symbol

81C6

802.11b/VT220/3270 emulation

Alamo

Printer

Rental location

O’Neil

6805/6805a

National

Printer

Rental location

Comtec

RP3

National

Printer

Rental location

O’Neil

MP3

Alamo/Nat’l

Printer

Rental location

Zebra

AL320

Alamo/Nat’l- MSP (ACCRA)*

Imaging

Imaging

*  Vendor will support the ACCRA imaging system hardware and software existing as of the Effective Date. Such hardware and software will be inventoried and this schedule or the Operations Procedures Manual updated during Transition.

1

Part B - Supported Desktop Software (as of the Effective Date)

(Listed by Standard Image)

Compaq Back Office

Software Package		Image 9/99		New CPC Image		Field Server Image 8/2001
Windows NT 4.0 XX0		XX 4.0 SP 5		NT 4.0 SP 5		NT 4.0 SP 5
Microsoft Internet Explorer		Ver 4.01 SP2		Ver 4.01 SP2		Ver 5.5 SP1
Microsoft Data Access Components (MDAC)		Ver 2.1		Ver 2.1		Ver 2.1
Microsoft Office 97 Professional		SR-2		SR-2		SR-2B
Microsoft Office 97 Viewers		Not Installed		Not Installed		Not Installed
Microsoft Outlook 98		8.5.5603.0		8.5.5603.0		8.5.5603.0
Microsoft Media Player		6.00.02.0902		6.00.02.0902		Ver 6.4
Microsoft’s FM2Paste.exe (Forms Security Patch)		X		X		X
Microsoft’s WD97SP (MS Word Template fix)		X		X		X
Microsoft Res Kit - Perl		Ver 5.003		Ver 5.003		Ver 5.003
Microsoft Res Kit - Windows Scripting Host		X		X		X
Hummingbird Host Explorer		Ver 6.02		Ver 6.02		Ver 6.02
Host Explorer Patch 17		Yes		Yes		Yes
McAfee Virus Shield		Ver 4.0.25		Ver 4.0.25		McAfee 4.5 SP 1
Winzip 32		Ver 6.3 (902a)		Ver 6.3 (902a)		Ver 8
Adobe Acrobat Reader		Ver 3.02		Ver 3.02		Ver 5
Kronos Timekeeper		Ver 2A.03		Ver 2A.03		Removed
Timbuktu Pro 32		Ver 2.0 Build 622		Ver 2.0 Build 622		Ver 2.0 Build 759
Net G (Skill Vantage Manager)		2.2		2.2		Removed
RES 2000		X		X		X
Citrix Client		1.7		Ver 3.00.329		Ver 3.00.329
Ares		Ver 1.x		1.01		1.01
RI TuneUP		Ver 1.04		Ver 1.04		Ver 2.3.1
C:\winnt\Distribution Media Folder
Mobius / Document Direct		Yes		Yes		Yes
Keyboards		3180 / 8109		3180 / 8109		Removed
Team Builder		Ver 4.6.18		Ver 4.6.18		Removed
PDI		Ver 2.2		Ver 3.00.095		Ver 3.00.095
MS Access 97		Ver xxx		Ver 5.0		Ver 5.0
SMS Pkg/SMSMAN		All Images		Not Installed		Installed
McAfee 4.5 & SP1 SDAT 4155		All Images		Not Installed		Installed
COGNOS		BO Only?		Not Installed		Not Installed
OutLook98		All Images		Not Installed		Installed
Timbuktu Pro 32 Build 759		All Images		Not Installed		Installed
RI TuneUP Ver 2.3.1		Not Installed		Not Installed		Not Installed
Network Associates Directory		Not Installed		Not Installed		Installed
SQR Viewer		Not Installed		Not Installed		Not Installed
Winframe Client		Installed		Installed		Installed

2

VL5 Counter

Software Package		Image 9/99		New CPC Image		Field Server Image 8/2001
Windows NT 4.0 XX0		XX 4.0 SP 5		NT 4.0 SP 5		NT 4.0 SP 5
Microsoft Internet Explorer		Ver 4.01 SP2		Ver 4.01 SP 2		Ver 5.5 SP 1
Microsoft Data Access Components (MDAC)		Ver 2.1		Ver 2.1		Ver 2.1
Microsoft Office 97 Professional		Not Installed		Not Installed		N/A
Microsoft Office 97 Viewers		X		8		8
Microsoft Outlook 98		8.5.5603.0		8.5		8.5
Microsoft Media Player		6.00.02.0902		6		6.4
Microsoft’s FM2Paste.exe (Forms Security Patch)		X		X		N/A
Microsoft’s WD97SP (MS Word Template fix)		Not Installed		Not Installed		N/A
Microsoft Res Kit - Perl		Ver 5.003		Ver 5.003		5.003
Microsoft Res Kit - Windows Scripting Host		X		X		N/A
Hummingbird Host Explorer		Ver 6.02		Ver 6.0.2		Ver 6.0.2
Host Explorer Patch 17		Yes		Yes		Yes
McAfee Virus Shield		Ver 4.0.25		Ver 4.0.25		McAfee 4.5 SP 1
Winzip 32		Ver 6.3 (902a)		Ver 3.0		Ver 8
Adobe Acrobat Reader		Ver 3.02		Ver 3.0		Ver 5
Kronos Timekeeper		Ver 2A.03		Ver 2A.03		Removed
Timbuktu Pro 32		Ver 2.0 Build 622		Ver 2.0 Build 350		Build 758
Net G (Skill Vantage Manager)		2.2		Ver 2.2.1		Removed
RES 2000		X		X		N/A
Citrix Client		N/A		3.00.329		N/A
Ares		X/X		X/X		X/X
XX XxxxXX		X/X		X/X		X/X
C:\WINNT\Distribution Media Folder
Mobius/Document Direct		N/A		N/A		N/A
Cherry Keyboards		3180/8109		3180/8109		Not Installed
Team Builder		N/A		N/A		N/A
PDI		N/A		N/A		N/A
MS Access 97		N/A		N/A		N/A
SMS Pkg/SMSMAN		All Images		Not Installed		Installed
McAfee 4.5 & SP1 SDAT 4155		All Images		Not Installed		Installed
COGNOS		N/A		N/A		N/A
Outlook 98		All Images		Not Installed		Not Installed
Xxx Xxx Tu Pro 32 Build 758		All Images		Not Installed		Installed
WINNT SP5		Installed		Installed
Winframe		Installed		Not Installed
Internet Eplorer 5.5 SP1		Not installed		Not Installed		Not Installed
Network Associates Directory		Not installed		Not Installed		Installed

3

VL5 Back Office

Software Package		Image 9/99		New CPC Image		Field Server Image 8/2001
Windows NT 4.0 XX0		XX 4.0 SP 5		NT 4.0 SP 5		NT 4.0 SP 5
Microsoft Internet Explorer		Ver 4.01 SP2		Ver 4.01 SP2		Ver 5.5 SP1
Microsoft Data Access Components (MDAC)		Ver 2.1		Ver 2.1		Ver 2.1
Microsoft Office 97 Professional		SR-2		SR-2		SR-2B
Microsoft Office 97 Viewers		Not Installed		Not Installed		Not Installed
Microsoft Outlook 98		8.5.5603.0		8.5.5603.0		8.5.5603.0
Microsoft Media Player		6.00.02.0902		6.00.02.0902		Ver 6.4
Microsoft’s FM2Paste.exe (Forms Security Patch)		X		X		X
Microsoft’s WD97SP (MS Word Template fix)		X		X		X
Microsoft Res Kit - Perl		Ver 5.003		Ver 5.003		Ver 5.003
Microsoft Res Kit - Windows Scripting Host		X		X		X
Hummingbird Host Explorer		Ver 6.02		Ver 6.02		Ver 6.02
Host Explorer Patch 17		Yes		Yes		Yes
McAfee Virus Shield		Ver 4.0.25		Ver 4.0.25		McAfee 4.5 SP 1
Winzip 32		Ver 6.3 (902a)		Ver 6.3 (902a)		Ver 8
Adobe Acrobat Reader		Ver 3.02		Ver 3.02		Ver 5
Kronos Timekeeper		Ver 2A.03		Ver 2A.03		Removed
Timbuktu Pro 32		Ver 2.0 Build 622		Ver 2.0 Build 622		Ver 2.0 Build 759
Net G (Skill Vantage Manager)		2.2		2.2		Removed
RES 2000		X		X		X
Citrix Client		1.7		Ver 3.00.329		Ver 3.00.329
Ares		Ver 1.x		1.01		1.01
RI TuneUP		Ver 1.04		Ver 1.04		Ver 2.3.1
C:\winnt\Distribution Media Folder
Mobius / Document Direct		Yes		Yes		Yes
Keyboards		3180 / 8109		3180 / 8109		Removed
Team Builder		Ver 4.6.18		Ver 4.6.18		Removed
PDI		Ver 2.2		Ver 3.00.095		Ver 3.00.095
MS Access 97		Ver xxx		Ver 5.0		Ver 5.0
SMS Pkg/SMSMAN		All Images		Not Installed		Installed
McAfee 4.5 & SP1 SDAT 4155		All Images		Not Installed		Installed
COGNOS		BO Only?		Not Installed		Not Installed
OutLook98		All Images		Not Installed		Installed
Timbuktu Pro 32 Build 759		All Images		Not Installed		Installed
RI TuneUP Ver 2.3.1		Not Installed		Not Installed		Installed
Network Associates Directory		Not Installed		Not Installed		Installed
SQR Viewer		Not Installed		Not Installed		Installed
Winframe Client		Installed		Installed		Installed
Note: Maint Managers also have Xxxxxxxx Ultramate & E-Claim		N/A		N/A		N/A

4

Compaq Counter

Software Package		Image 9/99		New CPC Image		Field Server Image 8/2001
Windows NT 4.0 XX0		XX 4.0 SP 5		NT 4.0 SP 5		NT 4.0 SP 5
Microsoft Internet Explorer		Ver 4.01 SP2		Ver 4.01 SP2		Ver 5.5 SP 1
Microsoft Data Access Components (MDAC)		Ver 2.1		Ver 2.1		SR 2B
Microsoft Office 97 Professional		Not Installed		Not Installed		N/A
Microsoft Office 97 Viewers		X		Ver 8		8
Microsoft Outlook 98		8.5.5603.0		Ver 8.5		8.5
Microsoft Media Player		6.00.02.0902		Ver 6.0		6
Microsoft’s FM2Paste.exe (Forms Security Patch)		X		X		N/A
Microsoft’s WD97SP (MS Word Template fix)		Not Installed		Not Installed		N/A
Microsoft Res Kit - Perl		Ver 5.003		Ver 5.003		5.003
Microsoft Res Kit - Windows Scripting Host		X		X		N/A
Hummingbird Host Explorer		Ver 6.02		Ver 6.02		Ver 6.0.2
Host Explorer Patch 17		Yes		Yes		Yes
McAfee Virus Shield		Ver 4.0.25		Ver 4.0.25		McAfee 4.5 SP 1
Winzip 32		Ver 6.3 (902a)		Ver 6.3		Ver 8
Adobe Acrobat Reader		Ver 3.02		Ver 3.02		Ver 5
Kronos Timekeeper		Ver 2A.03		Ver 2A.03		Removed
Timbuktu Pro 32		Ver 2.0 Build 622		Ver 2.0 Build 650		Build 758
Net G (Skill Vantage Manager)		2.2		Ver 2.2		Removed
RES 2000		X		N/A		N/A
Citrix Client				Ver 3.00.329		N/A
Ares				X/X		X/X
XX XxxxXX				X/X		X/X
C:\WINNT\Distribution Media Folder
Mobius/Document Direct		Installed		N/A
Cherry Keyboards		3180 / 8109		3180 / 8109		Removed
Team Builder						N/A
PDI						N/A
MS Access 97				N/A		N/A
SMS Pkg/SMSMAN		All Images		Not Installed		Installed
McAfee 4.5 & SP1 SDAT 4155		Not Installed		Not Installed		Installed
COGNOS				N/A		N/A
Outlook 98		All Images		Not Installed		Installed
Xxx Xxx Tu Pro 32 Build 758		All Images		Not Installed		Installed
WINNT SP5		Not Installed		Installed		Installed
Winframe		Not Installed		Installed		N/A
Internet Eplorer 5.5 SP1		Not Installed		Not Installed		Installed
Network Associates Directory		Not Installed		Not Installed		Installed

5

RES 1

Windows NT 4 Service Pack 3

Outlook 98

IE 4.01 + SP1

Office 97 Viewers

Adobe Acrobat Reader 3.02

WinZip 32 Bit 6.3 (902a)

McAfee Virus Scan (3.14a Engine)

Timbuktu Pro 32-bit (Build 622)

Perl & KiXtart for scripting

Microsoft Windows Sripting Host

C:\1386

HostExplorer 6.02

EasyView

Mosaix

Helpdesk.bat

Res2000 TCP/IP

Compaq Support Software for Windows NT:

Compaq 10/100 TX Network Drivers (SP7111)

Compaq Universal Video Drivers (SP6395)

ATI Rage Video Drivers (SP6890)

Compaq Bus Master IDE (SP6329)

Compaq Insight Manager Desktop Agents V4.20

(DMI) (SP7724)

Compaq Power Management Extentions (SP6538)

Compaq Remote Management Setup (SP5209)

Compaq Remote ROM Flash & Security (SP3537)

6

RES 2

Windows NT 4 Service Pack 3

Outlook 98

Office Pro 00 XX-0

XX 4.01 + SP1

McAfee Virus Scan (3.14a Engine)

Timbuktu Pro 32-bit (Build 622)

WinZip 6.3 (Build 902a) 32bit

Adobe Acrobat Reader 3.02

Perl & KiXtart for scripting

Microsoft Windows Scripting Host

C:\1386

HostExplorer 6.02

EasyView

Mosaix

Helpdesk.bat

Res2000 TCP/IP

Compaq Support Software for Windows NT

Compaq 10/100 TX Network Drivers (SP7111)

Compaq Universal Video Drivers (SP6395)

ATI Rage Video Drivers (SP6890)

Compaq Bus Master IDE (SP6329)

Compaq Insight Manager Desktop Agents V4.2

(DMI) (SP7724)

Compaq Power Management Extentions (SP6538)

Compaq Remote Management Setup (SP5209)

Compaq Remote ROM Flash & Security (SP3537)

7

EXHIBIT B

SERVICE LEVELS AND SERVICE LEVEL CREDITS

TABLE OF CONTENTS

PART A		DEFINITIONS
PART B		CRITICAL SERVICE LEVELS AND KEY MEASUREMENTS CALCULATION
PART C		CRITICAL SERVICE LEVELS AND KEY MEASUREMENTS – LEGACY SYSTEM
PART D		CRITICAL SERVICE LEVELS AND KEY MEASUREMENTS – VRS
PART E		CRITICAL SERVICE LEVELS AND KEY MEASUREMENTS – SHARED SYSTEMS
PART F		SERVICE LEVELS AND KEY MEASUREMENTS – TRANSITIONED APPLICATIONS
PART G		SERVICE LEVEL MONITORING TOOLS AND SERVICE LEVEL REPORTING

1

PART A –DEFINITIONS

1. Certain Definitions

1.1 All capitalized terms used, but not defined, in this Exhibit B are defined and have the same meanings given them in the MSA or other Exhibits.  As used in this Exhibit B:

(a) “Critical Service Levels” means the Service Levels for the Critical Services listed in Schedule 10.8.

(b) “Customer Impact Report” means a report delivered by the Help Desk each Business Day, which reports Help Desk call statistics and Severity 1 and Severity 2 activity over the prior 24-hour period.

(c) “Initial Response Time” means the elapsed time between (i) the moment a Problem ticket is recorded in the problem management and reporting system as being opened by PSC Personnel, and (ii) the earlier of (A) the moment such problem is recorded in the problem management and reporting system as being closed by PSC Personnel, or (B) the moment recorded in the problem management and reporting system that PSC Personnel notified the appropriate support personnel.

(d) “Key Measurements” means the Service measurements listed herein for any Services other than Critical Services.

(e) “Prime Hours” with respect to the Critical Services, are set forth in each applicable Critical Service Level table in Parts C, D, E and F hereof.

(f) “Problem” means any disruption in the availability or capability of a Supported System or a Base Service.

(g) “Problem Ticket” means the document in electronic or written form that is created by the Help Desk in the Problem tracking system to record a Problem Call to the Help Desk and track the resolution of the Problem.

(h) “Reference Period” means seven consecutive calendar days beginning 00:00 Sunday and ending on Saturday 23:59 for the Eastern time zone of the United States, unless otherwise specified in this Exhibit.

(i) “Reliability” means, with respect to a Supported System, the (i) the total number of minutes that such Supported System is available to perform its regular functions during a Reference Period, divided by (ii) the total number of minutes that such Supported System is expected (after excluding Scheduled Maintenance Windows and, if approved by Newco, any Unscheduled Maintenance Windows) to be available to perform its regular functions during such Reference Period, expressed as a percentage.  For example, if a Supported System is available to perform its regular functions for 9450 minutes during a Reference Period, and is expected to be available to perform its regular functions for 9660 minutes (e.g., 1440 minutes per day, less a daily 60 minute Scheduled Maintenance Window) during such Reference Period, the Reliability for the Reference Period is computed as (9450 / 9660) x 100% = 97.83%.

(j) “Reliability Target” means, with respect to a Supported System, the targeted Reliability.

(k) “Reporting Period” means four consecutive Reference Periods.

2

(l) “Resolved” means, with respect to a Problem, that such Problem has been corrected and has been implemented so that work can be resumed.  A Problem may be Resolved prior to the time the related Problem Ticket has been closed.

(m) “Scheduled Maintenance Day” means each day on which the Parties agree that Xxxxx Systems will perform scheduled maintenance on a Supported System during the Scheduled Maintenance Window.  Unless otherwise agreed by the Parties, there will be one Scheduled Maintenance Day per calendar month for  the Legacy System, two Scheduled Maintenance Days per calendar month for the  VRS System, one Scheduled Maintenance Day per calendar month for the Transitioned Applications and one Scheduled Maintenance Day per calendar month for the Data Network.

(n) “Scheduled Maintenance Window” means the four consecutive hour period, starting at 02:00, Eastern Time zone, on each Scheduled Maintenance Day.

(o) “Service Level Credit” means the sum of money Xxxxx Systems agrees to credit Newco’s monthly invoice when a Critical Service Level is not met during the previous Reporting Period, as described in Part B hereof.  Service Level Credits are divided into two categories:

(i) “Tier 1” are Service Level Credits issued by Xxxxx Systems for a failure to meet a Critical Service Level for the Critical Services listed in Schedule 10.8; and

(ii) “Tier 2” are Service Level Credits issued by Xxxxx Systems for a failure to meet the Critical Service Levels for the Data Network described in Part F of this Exhibit B.

(p) “Status Update” means a notation in the problem management and reporting system and a communication with an end user or other interested caller regarding the current status of the Problem Resolution Process with respect to a particular Problem.

(q) “System Availability” means, with respect to a Supported System, that all material functions of and resources (other than Network and telecommunications resources) relating to such Supported System, including but not limited to all production databases and all application servers (e.g., VRS application servers and support servers (e.g., servers running GDS, Rates Engine or on-line batch reporting), are available to perform their regular functions.

(r) “Time To Repair” means, with respect to a Problem, the elapsed time between (i) the end of the Initial Response, and (ii) the moment the Problem is Resolved.

(s) “Transaction Response Time” means, with respect to mutually agreed Applications Software, the elapsed time required by such Applications Software to complete a mutually agreed transaction, as measured by tools used by Newco on the Effective Date.

(t) “Unscheduled Maintenance Window” means a period other than a Scheduled Maintenance Window during which the Parties agree that Xxxxx Systems will perform maintenance (e.g., minor upgrades) or other activities (e.g., major upgrades) relating to a Supported System or a Supported Network.

3

PART B –SERVICE LEVEL – KEY MEASUREMENT CREDIT CALCULATION

1. Conditions.

Xxxxx Systems will credit Newco in its monthly invoice for each failure to meet a Critical Service Level or Key Measurement as described herein.  Except as set forth below, Xxxxx Systems will not calculate or provide Service Level Credits for the Key Measurements, but Xxxxx Systems will measure its performance against the Key Measurements.  If Xxxxx Systems fails to meet such Key Measurements during any three consecutive Reporting Periods (except with respect to Key Measurements for the Transitioned Applications set forth Parts F.2 and F.3 during the Transition Period and the Enhancement and Quality Key Measurements set forth in Parts E.3 and E.4, respectively), (i) Xxxxx Systems shall issue a Service Level Credit to Newco of [REDACTED] percent ([REDACTED]%) of the monthly portion of the Annual Services Charge for the Reporting Period in which the failure occurred; and (ii) Xxxxx Systems will propose a performance improvement plan for Newco’s review within 15 days after the end of such period.  If Newco approves such performance improvement plan, Xxxxx Systems will implement such performance improvement plan within 30 days after such approval.

2. Calculations.

At the beginning of each Reporting Period, if Xxxxx Systems failed to meet the Critical Service Levels during the previous Reporting Period, Xxxxx Systems will provide Service Level Credits to Newco in accordance with the calculation described in Sections 3 and 4 below.

Service Level Credits for failures to meet the applicable Service Levels during non-Prime Hours as listed in the Service Level tables in Parts C, D, E and F hereof will be calculated at [REDACTED] percent ([REDACTED]%) of the final calculation for Service Level Credits for Prime Hours.

3. Tier 1 Service Level Credits:

(a) The first instance of failure to meet any Tier 1 Critical Service Level during a Reporting Period shall cause Xxxxx Systems to issue a Service Level Credit to Newco of [REDACTED] percent ([REDACTED]%) of the monthly portion of the Annual Services Charge for the month in which the failure occurred.  For example, Xxxxx Systems misses a Tier 1 Critical Service Level and the monthly portion of the Annual Services Charge is $[REDACTED]; the Service Level Credit would be $[REDACTED] ($[REDACTED] X [REDACTED]).

(b) Failure to meet the same Tier 1 Critical Service Level in a second consecutive Reporting Period shall cause Xxxxx Systems to issue a Service Level Credit to Newco of [REDACTED] percent ([REDACTED]%) of the monthly portion of the Annual Services Charge for the month in which the failure occurred.

(c) Failure to meet the same Tier 1 Critical Service Level in a third consecutive Reporting Period shall cause Xxxxx Systems to issue a Service Level Credit to Newco of [REDACTED] percent ([REDACTED]%) of the monthly portion of the Annual Services Charge for the month in which the failure occurred.

4. Tier 2 Service Level Credits:

(a) The first instance of failure to meet any Tier 2 Critical Service Level in a Reporting Period shall cause Xxxxx Systems to issue a Service Level Credit to Newco of [REDACTED] percent ([REDACTED]%) of the monthly portion of the Annual Services Charge for the month in which the failure occurred.

(b) Failure to meet the same Tier 2 Critical Service Level in a second consecutive Reporting Period shall cause Xxxxx Systems to issue a Service Level Credit to Newco of [REDACTED] percent ([REDACTED]%) of the monthly portion of the Annual Services Charge for the month in which the failure occurred.

4

(c) Failure to meet the same Tier 2 Critical Service Level in a third consecutive Reporting Period shall cause Xxxxx Systems to issue a Service Level Credit to Newco of  [REDACTED] percent ([REDACTED]%) of the monthly portion of the Annual Services Charge for the month in which the failure occurred.

5. Notes on Critical Service Level Credits

(a) The opportunity to earn back a Service Level Credit as described in Section 7.3(b) of the MSA is forfeited if Newco elects to terminate the Agreement in accordance with Section 10.4(b) of the MSA.

(b) In accordance with Section 10.4(a) of the MSA, Newco may terminate the MSA if Xxxxx Systems fails to meet the minimum Service Level for any Critical Service for three consecutive months.

5

PART C – CRITICAL SERVICE LEVELS AND KEY MEASUREMENTS– LEGACY SYSTEM

1. Legacy System

Xxxxx Systems will measure its performance in accordance with the Critical Service Levels and Key Measurements for the Legacy System set forth in this Part C and report such performance to Newco.

2. Legacy System – Critical Services

The Legacy System – Critical Services are listed in Schedule 10.8.  Xxxxx Systems will meet or exceed the Service Level for Reliability set forth in table below:

Period		Prime / non-Prime Hours Eastern Time		Service Level for Reliability
Sunday-Saturday		Prime- 0600 – 2000		99.5	%
		non-Prime 2000-0600		99	%
Scheduled Maintenance Day		Prime- 0600 – 2000		99.5	%
		non-Prime 2000-0200		99	%
		Maintenance  0200-0600

Reliability for the Legacy System shall be determined for applicable Supported Software and Supported Hardware (excluding Data Network/telecommunications services and equipment) at the server-side boundaries.  A server-side boundary shall be considered internal to the Legacy System application, database and system environment excluding wide area network and desktop environments.

3. Legacy Systems – Key Measurements

(a) The following Legacy Systems applications are subject to Key Measurements:

Area		Covered Application
Brand-Legacy		Customer Service Support – FRND
Financial-Legacy		Financial System – FIN
		Accounts Receivables
		Billing
Fleet-Legacy		Fleet Ordering - FPOS
		Repair Order System - ROMP
		Liability and Claims - RISK

6

(b) Xxxxx Systems will measure its performance against the Key Measurement – Reliability Target described in the table below for the above listed Legacy Systems applications:

Period		Prime / non-Prime Hours Eastern Time		Reliability Target
Sunday-Saturday		Prime- 0600 – 2000		99.5	%
		non-Prime 2000-0600		99	%
Scheduled Maintenance Day		Prime- 0600 – 2000		99.5	%
		non-Prime 2000-0200		99	%
		Maintenance 0200-0600

(c) For purposes of the above Key Measurements table, Legacy System Reliability shall be determined for applicable Supported Software and Supported Hardware (excluding Data Network/telecommunications services and equipment) at the server-side boundaries.  A server-side boundary shall be considered internal to the Legacy System application, database and system environment excluding wide area network and desktop environments.

7

PART D – CRITICAL SERVICE LEVELS AND KEY MEASUREMENTS – VEHICLE RENTAL SYSTEM (VRS)(1)

1. VRS System

Xxxxx Systems will measure its performance in accordance with the Critical Service Levels and Key Measurements for the VRS System set forth in this Part D and report such performance to Newco.

2. VRS System – Critical Services

(a) The VRS System Critical Services are listed in Schedule 10.8.  Xxxxx Systems will meet or exceed the Service Level for Reliability set forth in table below:

Period		Prime/ non-Prime Hours Central Time		Service Level for Reliability
M-SA		Prime- [REDACTED] – [REDACTED]		[REDACTED]	%
		Extended Prime [REDACTED] – [REDACTED]		[REDACTED]	%
		non-Prime [REDACTED] – [REDACTED]		[REDACTED]	%
SU (2nd and 4th Sunday of each month)		Prime- [REDACTED] – [REDACTED]		[REDACTED]	%
		Extended Prime [REDACTED] – [REDACTED]		[REDACTED]	%
		non-Prime [REDACTED] – [REDACTED] [REDACTED] – [REDACTED]		[REDACTED]	%
		Maintenance [REDACTED] – [REDACTED]		[REDACTED]
SU (1st and 3rd Sunday of each month)		Prime- [REDACTED] – [REDACTED]		[REDACTED]	%
		Extended Prime [REDACTED] – [REDACTED]		[REDACTED]	%
		non-Prime [REDACTED] – [REDACTED] [REDACTED] – [REDACTED]		[REDACTED]	%

(1) With respect to the Odyssey System prior to the commencement date of the Warranty Period, as defined in Section 4.3 of Attachment A-3 of Exhibit A, Xxxxx Systems will measure its performance with the Odyssey System in regards to the Reliability Service Levels set forth in the table in Section 2(a) below and will be subject to the Service Level Credits set forth in Section B of this Exhibit B.

With respect to the VRS during the Warranty Period, Xxxxx Systems will measure its performance with VRS against the Reliability Service Levels set forth in the table in Section 2(a) below and Xxxxx Systems will calculate Service Level Credits for Xxxxx Systems’ failure to meet the Reliability Service Levels for VRS as follows:

(i) For the initial 60 days of the Warranty Period, Xxxxx Systems will be subject to 50% of the Tier 1 Service Level Credits set forth in Part B of this Exhibit B for a failure to meet the Reliability Service Level; and

(ii) For the final 30 days of the Warranty Period, Xxxxx Systems will be subject to 75% of the Tier 1 Service Level Credits set forth in Section B for a failure to meet the Reliability Service Level.

8

Period		Prime/ non-Prime Hours Central Time		Service Level for Reliability
		Maintenance [REDACTED] – [REDACTED]

(b) For purposes of the above table, System Reliability shall be determined at the server-side boundaries.  A server-side boundary shall be considered internal to the application, database and system environment excluding wide area network and desktop environments.

3. Key Measurement – VRS System - Anticipated Internal System Response Times

Xxxxx Systems will measure its performance against the Anticipated Average Response Time Key Measurement set forth in the table below for the VRS System.  For the purposes of this Key Measurement, “Anticipated Response Time” is defined as the time it takes between the completion of one screen or field movement and the display of a subsequent screen or field movement.  Measurement will be done manually at the applicable workstation.

Transaction		Anticipated Average Response Time (1)		Average Desired Response Time Per Transaction
Voice Reservation Commit (end to end)		</= [REDACTED] Seconds		<[REDACTED] Seconds
Driver Profile Inquiry  (end to end) - (3)		</= [REDACTED] Seconds		<[REDACTED] Seconds
Rental Agreement Inquiry (end to end) - (3)		</= [REDACTED] Seconds		<[REDACTED] Seconds
Rental Handheld Check-in  (end to end) -		</= [REDACTED] Seconds		<[REDACTED] Seconds
Rate Engine (internal)		</= [REDACTED] Second		<[REDACTED] Seconds
Commit /Print of RA (end to end)		</= [REDACTED] Seconds		<[REDACTED] Seconds
Global Distribution System – 98% of type A		</= [REDACTED] Seconds		<[REDACTED] Seconds
Credit Card Authorization (end to end)		</= [REDACTED] Seconds		<[REDACTED] Seconds

(1) Inquiry is a simple, single record type retrieval by driver ID or reservation number or RA number.  Complex multiple-record and ad hoc inquiries are excluded.

9

PART E – KEY MEASUREMENTS AND CRITICAL SERVICE LEVELS – SHARED SYSTEMS

1. Help Desk Services – Key Measurements

(a) Problem Resolution Matrix

Xxxxx Systems will measure its performance of the Help Desk Services in accordance with the Key Measurements set forth in the Problem Resolution Matrix table below.

Problem Severity		Description		Performance Standard		Measurement Technique		Resolution Target
Severity 1		Any Problem that (A) affects (i) the majority of End Users of the applicable Supported System, (ii) a Critical Service, (B) materially disrupts Newco’s ability to perform its business operations, and (C) has no reasonable workaround.  Severity 1 Problems include: 1. Critical operational reports 2. Performance of critical transactions		Initial Response within five minutes after the Help Desk receives the Problem report, 95% of the time. Status Updates given every hour until the Problem is Resolved to the first individual who reported the Problem to the Help Desk, unless otherwise agreed by the Parties.		From Problem Management and Reporting System		80% of Problem Tickets Resolved within four hours
Severity 2		Any Problem that (A) affects (i) the majority of End Users of the applicable Supported System, (ii) a Critical Services, (B) interferes with the proper operation or response of a Supported System, and (C) has a reasonable workaround.		Initial Response within 30 minutes after the Help Desk receives the Problem report, 90% of the time. Status Update given every three hours until the Problem is Resolved to the first individual who reported the Problem to the Help Desk, unless otherwise agreed to by the parties.		From Problem Management and Reporting System		80% of tickets Resolved within one Business Day
Severity 3		Any Problem that affects a limited number of End Users of the affected Supported System (e.g., less than approximately 25% of such users) and has a reasonable workaround.		Initial Response (i) within four hours after the Help Desk receives the Problem report, 90% of the time during Peak Hours, or (ii) by the next Business Day, 90% of the time outside Peak Hours. Status Update given every three Business Days until the Problem is Resolved (or until the Problem ticket is classified as “pending”) to the first individual who reported the Problem to the Help Desk, unless otherwise agreed to by the parties.		From Problem Management and Reporting System		80% of tickets Resolved within 30 Business Days

10

Problem Severity		Description		Performance Standard		Measurement Technique		Resolution Target
Severity 4		Any other Problem affecting a Supported System that can be mitigated by using a workaround.		Initial Response within one Business Day after the Help Desk receives the Problem report, 90% of the time during Peak Hours. Status Update given every five Business Days until the Problem is Resolved (or until the Problem ticket is classified as “pending”) to the first individual who reported the Problem to the Help Desk, unless otherwise agreed to by the parties.		From Problem Management and Reporting System		80% of tickets Resolved within 45 Business Days

11

(b) Help Desk Responsiveness Matrix

Xxxxx Systems will measure its performance of the Help Desk Services in accordance with the Key Measurements set forth in the Responsiveness Matrix table below.

Service Measurement		Description		Target Service Level		Frequency		Expected Performance		Measurement Technique
Speed to Answer		The time for a user to have a call answered by the Help Desk as measured from the time the caller selects the menu options to the time the call is answered by a Help Desk agent.		[REDACTED] second average		[REDACTED]%		[REDACTED] seconds		ACD Statistics
Abandon Rate		The percentage of callers who hang up after the call is forwarded into the Help Desk agent queue but before speaking with a Help Desk agent regarding a Problem.  Some percentage of callers will hang up during system-wide Problems once they hear the recorded message regarding the anticipated recovery time.  These calls will not be included in the Abandon Rate Service Level statistics.		[REDACTED]%		[REDACTED]%		[REDACTED]% to [REDACTED]%		ACD Statistics
Newco Customer Impact Report		Production of final Newco Customer Impact Report		7:00 am ET Mon - Fri		[REDACTED]%		7:00 a.m. ET Mon.-Fri.		Posted to IT Online by 7:00 a.m. EST
Calls Resolved with First Contact		The percentage of calls to the Help Desk that are Resolved with no further contact necessary.  (1)		[REDACTED]%		[REDACTED]%		[REDACTED]%		Problem Management and Reporting System
Wait Time		The maximum time an individual waits on the phone until a Help Desk agent answers the call, excluding broadcast message time		[REDACTED] min.		[REDACTED]%		[REDACTED] secs.		ACD Statistics – call wait times exceeding 3 minutes

12

Notes on the Help Desk Responsiveness Matrix:

(1) The phrase “Resolved with no further contact necessary” means a Problem Ticket is opened and closed during the initial contact between the Help Desk agent and the originator of the call.  Calls that must be addressed by a group other than Xxxxx Systems will not be included in the calculation of the percentage of calls Resolved with the first contact.

13

2. Critical Service Levels – Data Network

Xxxxx Systems will meet or exceed the Critical Service Levels for the Data Network set forth in the table below:

Site		Period		Prime/ non-Prime Hours (Eastern Time Zone)		Reliability Service Level
Redundant Sites identified in Schedule 3.1(c) require (i) dual dedicated carrier circuits and (ii) dual 2600 Cisco routers utilizing HSRP or (a) an ISDN circuit and (b) an appropriate router interface for dial back-up.		M-SU (except for Scheduled Network Maintenance Days)		Prime [REDACTED] – [REDACTED]		[REDACTED]	%
				non-Prime [REDACTED] – [REDACTED]		[REDACTED]	%
		Scheduled Network Maintenance Days		Prime [REDACTED] – [REDACTED]		[REDACTED]	%
				non-Prime [REDACTED] – [REDACTED]		[REDACTED]	%
Non-Redundant Sites have none of the above and therefore no Data Network redundancy in the event of a failure.		M-SU (except for Scheduled Network Maintenance Days)		Prime [REDACTED] – [REDACTED]		[REDACTED]	%
				non-Prime [REDACTED] – [REDACTED]		[REDACTED]	%
		Scheduled Network Maintenance Days		Prime [REDACTED] – [REDACTED]		[REDACTED]	%
				non-Prime [REDACTED] – [REDACTED]		[REDACTED]	%

14

3. Enhancement Requests - Key Measurements

Xxxxx Systems will measure its performance in estimating and delivery of enhancements to Supported Software in accordance with the Key Measurement table set forth below.  For the purposes of this Key Measurement,  “System Enhancement Requests” are those requests that require changes to Supported Software, Supported Hardware or the Data Network.  All Enhancement Requests are subject to the Change Order Process.

Type		Description		Target
Estimation		Provide estimate to Newco		As defined in Exhibit 1.4(a)
Delivery		Final estimated days versus actual days and costs.		<[REDACTED]% variance on level of effort estimates
Delivery		Schedule variance on production delivery target date versus actual delivery date and costs.		<[REDACTED]% variance on  PIRs
Delivery		Final estimated costs versus actual costs for additional resources		<[REDACTED]% variance on level of effort estimates

4. Quality – Key Measurement

Xxxxx Systems will measure its performance in the quality of the delivery of the Services set forth in the Key Measurement table set forth below:

Description		Target
Percent of Problem Resolutions that are implemented correctly the first time		[REDACTED]	%
Percent of Problem Resolutions that are implemented that do not cause other problems		[REDACTED]	%
Percent of User Support Requests that are completed correctly the first time		[REDACTED]	%
Percent of User Support Requests that are completed that do not cause other problems		[REDACTED]	%
Percent of System Enhancements that are completed correctly the first time		[REDACTED]	%
Percent of System Enhancements that are completed that do not cause other problems		[REDACTED]	%

15

PART F – SERVICE LEVELS – TRANSITIONED APPLICATIONS

1. Transition Period Measurements

(a) During the Transition Period, Xxxxx Systems will measure Transitioned Application availability levels and transaction response times and create baselines to mutually agree upon Service Levels or Key Measurements for the Transitioned Applications.  Xxxxx Systems will also work with Newco to identify any Transitioned Applications to be designated as Critical Services and upon mutual agreement, will update Schedule 10.8 in accordance with the Change Control Process.

After the Transition Period, Xxxxx Systems will

(i) update this Exhibit B in accordance with the Change Control Process; and

(ii) Xxxxx Systems will commence measuring its performance and be subject to Critical Service Level Credits and Key Measurements as agreed to by the Parties.

2. Reliability – Key Measurements

During the Transition Period, Xxxxx Systems will measure its performance against the Reliability Key Measurements for the Transitioned Applications set forth in the table below.

Application		Reliability Target (2)		Prime Hours (Eastern Time)		Reliability Service Level (1)
Peoplesoft HRMS (Human Resources, Payroll, Base Benefits)		[REDACTED]%		Payroll days [REDACTED] – payroll batch complete		TBD
Peoplesoft HRMS		[REDACTED]%		Monday – Friday Non-payroll days [REDACTED] – [REDACTED]		TBD
PAF Web Application		[REDACTED]%		Monday – Sunday [REDACTED] – [REDACTED]		TBD
Kronos Timekeeper and Krisp		[REDACTED]%		Payroll days [REDACTED] – payroll batch complete		TBD
Kronos Timekeeper and Krisp		[REDACTED]%		Monday – Friday Non-payroll days [REDACTED] – [REDACTED]		TBD
TCS		[REDACTED]%		Monday – Friday [REDACTED] – [REDACTED]		TBD
Peoplesoft Financials (Accounts Receivable, General Ledger, Asset Management, Accounts Payable)		[REDACTED]%		Monday – Friday [REDACTED] – [REDACTED]		TBD
ReportMart-Webscribe		[REDACTED]%		Monday – Friday [REDACTED] – [REDACTED]		TBD
T-Recs		[REDACTED]%		Monday – Friday [REDACTED] – [REDACTED]		TBD
Sungard Treasury		[REDACTED]%		Monday – Friday [REDACTED] – [REDACTED]		TBD
PTMS		[REDACTED]%		Monday – Friday [REDACTED] – [REDACTED]		TBD

16

Application		Reliability Target (2)		Prime Hours (Eastern Time)		Reliability Service Level (1)
UPCS		[REDACTED]%		Monday – Friday [REDACTED] – [REDACTED]		TBD
Fleet Database		XXX		XXX		TBD
Community Affairs		[REDACTED]%		Monday – Friday [REDACTED] – [REDACTED]		TBD
Xxxxx.xxx (Including TA and TOUR)		[REDACTED]%		Monday – Sunday [REDACTED] – [REDACTED]		TBD
Newco Online		[REDACTED]%		XXX		XXX
Newco Intranet		[REDACTED]%		XXX		XXX
Res2000		[REDACTED]%		XXX		XXX
XX.Xxxxx.xxx		XXX		XXX		TBD
XXXX.Xxxxx.xxx		XXX		XXX		TBD
PATS and SSRT		[REDACTED]%		XXX		XXX
Xxxxxxxxxxx.xxx (new development, including ListServ)		[REDACTED]%		XXX		XXX
Team Builder		[REDACTED]%		XXX		XXX
IRMS		[REDACTED]%		XXX		XXX
CIS		[REDACTED]%		XXX		XXX
Performance Monitor		[REDACTED]%		XXX		XXX
Rubicon		XXX		XXX		TBD
Yield Management		[REDACTED]%		XXX		XXX
Mainframe IRMS/PM/Fleet Availability		[REDACTED]%		XXX		XXX
Project X		[REDACTED]%		XXX		XXX
ARES		[REDACTED]%		XXX		XXX
TuneUp		[REDACTED]%		XXX		XXX
ATS		[REDACTED]%		XXX		XXX
Xxxxxxxx (E-Claim and Ultramate)		[REDACTED]%		XXX		XXX
Warranty		[REDACTED]%		XXX		XXX
Pyramid (until Pyramid is decommissioned)		[REDACTED]%		XXX		XXX
National Data Warehouse / Data Mart		XXX		XXX		TBD
TOPS Warehouse		XXX		XXX		TBD
JRC		XXX		XXX		TBD

17

Application		Reliability Target (2)		Prime Hours (Eastern Time)		Reliability Service Level (1)
CUSTRPT		XXX		XXX		TBD
Sales Cubes		XXX		XXX		TBD
Advanced Res		XXX		XXX		TBD
PRDP (performance reference database, CBT and PF help functionality)		XXX		XXX		TBD
Accra Imaging		XXX		XXX		TBD
Infotrieve/Pitney Xxxxx Imaging		XXX		XXX		TBD
Xxxx Historical Rental History		XXX		XXX		TBD
IT Online		XXX		XXX		TBD
EDS Elite		XXX		XXX		TBD

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3. Transaction Response Times for Transitioned Applications  - Key Measurement

During the Transition Period, Xxxxx Systems will benchmark the Key Measurements for the response times set forth in the table below.  After the Transition Period, the parties will work in good faith to complete the table with mutually agreed response time Key Measurements and update the table in accordance with the Change Control Process.  Upon such agreement, Xxxxx Systems will measure its performance against the agreed Key Measurements.

System		Transaction		Anticipated Average Response Time		Average Desired Response Time Per Transaction (2)
Peoplesoft HRMS (Human Resources, Payroll, Base Benefits)		TBD		</= n Seconds		<n Seconds
Peoplesoft HRMS		TBD		</= n Seconds		<n Seconds
PAF Web Application		TBD		</= n Seconds		<n Seconds
Kronos Timekeeper and Krisp		TBD		</= n Seconds		<n Seconds
TCS		TBD		</= n Seconds		<n Seconds
Peoplesoft Financials (Accounts Receivable, General Ledger, Asset Management, Accounts Payable)		TBD		</= n Seconds		<n Seconds
ReportMart-Webscribe		TBD		</= n Seconds		<n Seconds
T-Recs		TBD		</= n Seconds		<n Seconds
Sungard Treasury		TBD		</= n Seconds		<n Seconds
PTMS		TBD		</= n Seconds		<n Seconds
UPCS		TBD		</= n Seconds		<n Seconds
Fleet Database		TBD		</= n Seconds		<n Seconds
Community Affairs		TBD		</= n Seconds		<n Seconds
Xxxxx.xxx (including TA and TOUR)		TBD		</= n Seconds		<n Seconds
Newco Online		TBD		</= n Seconds		<n Seconds
Newco Intranet		TBD		</= n Seconds		<n Seconds
Res2000		TBD		</= n Seconds		<n Seconds
PATS and SSRT		TBD		</= n Seconds		<n Seconds
Xxxxxxxxxxx.xxx		TBD		</= n Seconds		<n Seconds
Team Builder		TBD		</= n Seconds		<n Seconds
IRMS		TBD		</= n Seconds		<n Seconds
CIS		TBD		</= n Seconds		<n Seconds
Performance Monitor		TBD		</= n Seconds		<n Seconds
Rubicon		TBD		</= n Seconds		<n Seconds
Yield Management This is part of Legacy		TBD		</= n Seconds		<n Seconds
Mainframe IRMS/PM/Fleet Availability		TBD		</= n Seconds		<n Seconds
Project X		TBD		</= n Seconds		<n Seconds
ARES		TBD		</= n Seconds		<n Seconds
TuneUp		TBD		</= n Seconds		<n Seconds
ATS		TBD		</= n Seconds		<n Seconds
Xxxxxxxx (E-Claim and Ultramate)		TBD		</= n Seconds		<n Seconds
Warranty		TBD		</= n Seconds		<n Seconds

19

Pyramid (until Pyramid is decommissioned)		TBD		</= n Seconds		<n Seconds
National Data Warehouse / Data Mart		TBD		</= n Seconds		<n Seconds
TOPS Warehouse		TBD		</= n Seconds		<n Seconds
JRC		TBD		</= n Seconds		<n Seconds
CUSTRPT		TBD		</= n Seconds		<n Seconds
Sales Cubes		TBD		</= n Seconds		<n Seconds
Advanced Res		TBD		</= n Seconds		<n Seconds
PRDP (performance reference database, CBT and PF help functionality)		TBD		</= n Seconds		<n Seconds
Accra Imaging		TBD		</= n Seconds		<n Seconds
Infotrieve/Pitney Xxxxx Imaging		TBD		</= n Seconds		<n Seconds
Xxxx Historical Rental History		TBD		</= n Seconds		<n Seconds
IT Online		TBD		</= n Seconds		<n Seconds
EDS Elite		TBD		</= n Seconds		<n Seconds

20

PART G – SERVICE LEVEL MONITORING TOOLS AND SERVICE LEVEL REPORTING

(a) SERVICE LEVEL MONITORING TOOLS

Product Name		Platform		Description
IBM NTTUNEMON 2.1		Mainframe		Network Control Program (NCP) monitoring tool
CA OPS/MVS 4.3.2 / 4.4.1		Mainframe		MVS automation tool used to monitor and act on system events and perform tasks on timely basis
Candle Corporation Omegamon II CICS 500		Mainframe		Omegamon II for CICS is a software performance monitor. It is a realtime monitor and alerts you to response time degradation.
Candle Corporation Omegamon II MVS 500		Mainframe		Omegamon II for MVS is a system performance monitor. It provides realtime information about MVS and system storage constraints.
Candle Corporation Omegaview 300		Mainframe		Omegaview is a graphical user interface monitor with status lights to indicate the status of any monitored product in MVS or CICS.
IBM Netview 3.1		Mainframe		Network management tool and network/Mainframe automation tool used to monitor and act on Network events
Jobtrac		Mainframe		MVS scheduling
LIST		Mainframe		Airline’s IBM/Other Status
LDST		Mainframe		Airline’s Direct Connect Status
LSTA		Mainframe		Airline’s Link Status
IBM NetFinity Director 2.x		IBM		Monitor hardware components of IBM Servers
IBM Tivoli 3.6.2		Unix and NT		Remote system/database/application monitoring tool
CA Autosys 3.4.4		Unix and NT		Remote Job process monitoring tool
HP Measureware C.03.05.00		Unix		HP-UX Server performance monitoring tool
HP Glance Plus C.02.40.00		Unix		HP-UX realtime performance monitoring and diagnostic tool
Compaq Insight Manager 4.x		Compaq		Monitors hardware components Compaq servers
MicroSoft NT Event Log		NT		Operating system error monitoring
Performance Monitor		NT		Server performance monitoring
What’s Up Gold		NT		Network connectivity monitoring
Timbuktu Pro		NT		Remote monitoring
Enterprise Administration Tool		NT		Change user and group rights
HP Openview		Wide Area Network		Monitors network routers.

21

(b) SERVICE LEVEL REPORTING

Type		Frequency		Area		Description
Inventory Management (provided with the tools provided by ANC as of the Effective Date)		Quarterly		Desktop Services		•	Inventory of Supported Hardware and Supported Software, including servers, systems software and workstations by type
Procurement		Monthly		Infrastructure		•	Procurement Pipeline Reports
Contract Baseline Management		Monthly		All		•	List of Project Work Orders and Forecasted Expenditures
Service Level Report		Monthly		All		•	Problem Resolution Targets
						•	Help Desk Responsiveness
						•	Data Network Availability and Reliability
						•	Legacy Systems Availability and Reliability
						•	Odyssey Availability and Reliability
						•	Ancillary Systems Availability and Reliability
						•	Others as agreed to by both parties.
Project Management Office		Monthly		Project Office Reporting		•	List of Prioritized Requests
						•	Project Status Reports
						•	Change Order Status Reports
						•	Resource Utilization Report
Miscellaneous Report		As agreed		Project Office Reporting		•	Proposals, and Financial Analysis
						•	Issues Log
						•	Risk Assessments
						•	Project Plans

22

EXHIBIT C

CHARGES

Table of Contents

1.	DEFINITIONS		1
1.1		Certain Definitions	1
2.	SERVICE CHARGES		2
2.1		Base Charges	2
2.2		ARCs/RRCs	2
2.3		Service Level Credits	2
2.4		Additional Service Charges	3
2.5		Pass-Through Expenses and Out-of-Pocket Expenses	3
2.6		Other Charges & Adjustments	3
3.	TERMINATION & TERMINATION ASSISTANCE CHARGES		3
3.1		Termination For Convenience	3
3.2		Termination of Additional Services	4
3.3		Termination Assistance	4
4.	OTHER ATTACHMENTS		4

C-i

List of Attachments

Attachment C-1:	Resource Units
Attachment C-2:	Annual Service Charges, Resource Baselines and ARC/RRC Rates
Attachment C-3:	T&M Rates
Attachment C-4:	Pass-Through Expenses and Certain Retained Expenses

C-ii

EXHIBIT C

CHARGES

1.             DEFINITIONS

1.1 Certain Definitions.

All capitalized terms used, but not defined, in this Exhibit C are defined and have the same meanings given them in the MSA or other Exhibits. As used in this Exhibit C:

(a)           “Additional Resource Charges” or “ARCs” means the amount payable by Newco for consuming more Resource Units during a month than the applicable Resource Baselines.

(b)           “Annual Services Charge” means the fixed amount payable by Newco for the Base Services during a Contract Year, prior to any adjustments allowed by the MSA. The Annual Services Charge is set forth in Attachment C-2 for each Contract Year.

(c)           “Applications Support Pools” is defined in Exhibit A.

(d)           “Applications Enhancement Pools” is defined in Exhibit A.

(e)           “ARC Rate” means the amount to be paid by Newco for each Resource Unit above the applicable Resource Baseline that is consumed by Newco during a month. The “ARC Rate” for each Resource Category is set forth in Attachment C-2.

(f)            “Change Order” is defined in Exhibit A.

(g)           “Full Time Equivalent” or “FTE” means a level of effort, excluding vacation and other non-productive time (but including a reasonable amount of overtime), equivalent to that which one person working full time would provide, which equates to 1848 hours per year. One individual’s total effort cannot amount to more than one FTE.

(h)           “Resource Baseline” means the number of Resource Units for the applicable Resource Category that are included within the Annual Services Charge, determined on a monthly basis. The Resource Baseline for each Resource Category is set forth in Attachment C-2.

(i)            “Resource Categories” means any grouping of service delivery resources for which distinct volumes are measured and charging rates or other charging mechanisms apply. Resource Categories may be added from time to time by agreement of the Parties, and appropriate adjustments will be made to the existing or new Resource Baselines, as applicable.

(j)            “Resource Reduction Credits” or “RRCs” means the amount creditable to Newco for consuming fewer Resource Units during a month than the applicable Resource Baselines.

(k)           “Resource Unit” for any Resource Category means the unit of chargeable resource utilization for such Resource Category. The Resource Units for the Resource Categories are listed and defined in Attachment C-1.

(l)            “RRC Rate” means the amount to be credited to Newco for each Resource Unit below the applicable Resource Baseline that is not consumed by Newco during a month. The “RRC Rate” for each Resource Category is set forth in Attachment C-2.

C-1

(m)          “T&M Rates” means the time and materials rates for PSC Personnel set forth in Attachment C-3.

(n)           “Variable Charges” means ARCs, RRCs, Service Level Credits, charges for Additional Services, Pass-Through Expenses and Out-of-Pocket Expenses.

(o)           “Workstation” means a personal computer (desktop or laptop), together with its attached devices (e.g., monitors, keyboards, drives, docking stations, directly-connected printers, Network-connected printers, and hand-held computing devices) being utilized by (i) a Newco employee (permanent or temporary) or (ii) other Newco Personnel who regularly provide services at Newco Facilities.

2. SERVICE CHARGES

This Article 2 describes the methods used (i) to compute Xxxxx Systems’ monthly charges for the Services and (ii) measuring and tracking the use of resources under the MSA.

2.1 Base Charges.

Xxxxx Systems shall invoice Newco as provided in Section 7.8(a) of the MSA for one-twelfth of the Annual Services Charge for the Base Services to be performed during each calendar month of the Term, which amount shall be prorated for partial calendar months.

2.2 ARCs/RRCs.

(a) For each Resource Category in which the number of Resource Units consumed during a calendar month exceeded the applicable Resource Baseline (or the maximum noted for a Resource Baseline that is represented by a range), Xxxxx Systems shall invoice Newco as provided in Section 7.8(a) of the MSA for an ARC in the amount equal to the product of (i) the applicable ARC Rate multiplied by (ii) the number of Resource Units consumed for such Resource Category during such calendar month minus the Resource Baseline (or the maximum noted for a Resource Baseline that is represented by a range) for such Resource Category.

(b) For each Resource Category in which the number of Resource Units consumed during a calendar month was less than the applicable Resource Baseline (or the minimum noted for a Resource Baseline that is represented by a range), Xxxxx Systems shall credit Newco as provided in Section 7.3 of the MSA with a RRC in the amount equal to the product of (i) the applicable RRC Rate multiplied by (ii) the Resource Baseline (or the minimum noted for a Resource Baseline that is represented by a range) for such Resource Category minus the number of Resource Units consumed for such Resource Category during such calendar month.

(c) Where a Resource Baseline is provided for a Resource Category but no ARC Rate or RRC Rate is provided, such Resource Baseline is solely for the convenience of the Parties and shall not be used for purposes of adjusting charges under the MSA.

2.3 Service Level Credits.

(a) For each Service Level that Xxxxx Systems fails to meet during a calendar month, Xxxxx Systems shall credit Newco as provided in Section 7.3 and Exhibit B of the MSA for the applicable Service Level Credit.

C-2

(b) For each Service Level that Xxxxx Systems has exceeded for three consecutive calendar months, Xxxxx Systems shall invoice Newco as provided in Section 7.3 of the MSA for an amount equal to the Service Level Credit, if any, credited to Newco with respect to such Service Level during the calendar month preceding the first month of such three-consecutive month period.

2.4 Additional Service Charges.

For any Additional Services provided by Xxxxx Systems during a calendar month, Xxxxx Systems shall invoice Newco as provided in the applicable Change Order. Unless otherwise agreed in a Change Order, Xxxxx Systems will provide Additional Services on a time and materials basis at the T&M Rates.

2.5 Pass-Through Expenses and Out-of-Pocket Expenses.

Xxxxx Systems shall invoice Newco as provided in Section 7.3 of the MSA for [REDACTED] of any Pass-Through Expenses and Out-of-Pocket Expenses paid by Xxxxx Systems during a calendar month.

2.6 Other Charges & Adjustments.

If (i) any new Supported Third Party Applications Software that requires material support resources is placed into production during a calendar month, or (ii) any Supported Third Party Applications Software that required material support resources is removed from production during a calendar month, the Parties, through the Change Control Process, shall make an appropriate adjustment to the Annual Services Charge to reflect, among other costs or expenses reasonably anticipated to be incurred or avoided by Xxxxx Systems, appropriate changes to the Application Support Pool Resource Baseline and the Application Enhancement Pool Resource Baseline.

3. TERMINATION & TERMINATION ASSISTANCE CHARGES

3.1 Termination For Convenience.

If Newco terminates the MSA pursuant to Section 10.7 of the MSA, Newco shall pay to Xxxxx Systems on or before the effective date of such termination the applicable Termination for Convenience Charge set forth in Table C-1 below for the Contract Year in which such effective date occurs.

Table C-1: Termination for Convenience Charges

Contract Year 5

Contract Year 6

Contract Year 7

Contract Year 8

Contract Year 9

Contract Year 10

Termination Charge

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Note: The charges set forth above are in U.S. dollars.

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3.2 Termination of Additional Services.

Newco may, at any time, terminate any Additional Service without payment of a termination charge, unless the Parties establish a Termination for Convenience Charge with respect thereto in the applicable Change Order.

3.3 Termination Assistance.

Xxxxx Systems shall provide Termination Assistance in accordance with the terms (including payment terms) of Section 10.9 of the MSA.

4. OTHER ATTACHMENTS

A general description of certain Pass-Through Expenses anticipated by the Parties to be incurred by Xxxxx Systems, and certain Retained Expenses identified by the Parties is included in Attachment C-4 for the convenience of the Parties.

C-4

ATTACHMENT C-1

RESOURCE UNITS

1. HELP DESK SERVICES

1.1 Help Desk Calls.

Resource usage for this Resource Category will be established by determining the total number of calls to the Help Desk during a calendar month. [REDACTED] calls equal one Resource Unit (provided that the first call to the Help Desk in excess of the Resource Baseline shall result in an ARC.

2. DATA CENTER SERVICES

2.1 Database Size.

Resource usage for this Resource Category will be measured as the peak size of the VRS Database in terabytes during a calendar month.

2.2 CPU.

Resource usage for this Resource Category will be measured as the average sustained peak consumption of CPU capacity utilized to support the Services during a calendar month.

2.3 Memory.

Resource usage for this Resource Category will be measured as the number of memory gigabytes utilized to support the Services during a calendar month.

2.4 Transaction Volumes.

Resource usage for this Resource Category will be the number of monthly or average number of daily transactions for each transaction type during a calendar month.

2.4.1 Call Center Daily Reservations

Call Center Daily Reservations refers to the number of reservations booked during a day via the voice reservations channel, and is determined through the VRS RESF1310 report

2.4.2 GDS Daily Reservations

GDS Daily Reservations refers to the number of consummated bookings during a particular day by travel agents sending VRS an “end transact” to commit the reservation in the VRS database, whether it is generated from an availability request or a direct sell, and is determined by viewing the VRS GDS stats screen on-line or the associated daily report.

2.4.3 GDS Daily Messages

GDS Daily Messages refers to the number of messages received during a particular day through GDS, and is determined by viewing the VRS GDS stats screen only or the associated daily report.

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2.4.4 GDS Daily rate update volumes

GDS Daily rate update volumes refers to the number of summarized messages sent to GDS vendors, and is determined by viewing the VRS GDS stats screen only or the associated daily report.

2.4.5 Daily Sessions

Daily Sessions refers to number of connections to the xxxxxxxxxxx.xxx Internet address, and is determined by a daily SQL query of the VRS www summary table.

2.4.6 Rental Ops Rental Agreements

Rental Ops Rental Agreements per month refers to the number of rental returns during a month, and is determined by a monthly SQL query.

2.4.7 Billing Invoices

Billing Invoices per month refers to the number of xxxxxxxx by Newco in connection with rental agreements, either an original invoice or a credit/replacement invoice, and is determined by a monthly SQL query.

2.4.8 WWW Daily Reservations

WWW Daily Reservations refers to the number of daily reservations booked through the Alamo and National websites, and is determined by the daily production reports delivered to Newco.

2.5 Records.

Resource usage for this Resource Category will be measured as the peak number of each record type maintained during a calendar month.

2.5.1 CPM Driver Profiles

CPM Driver Profiles refers to the number of database records that identify core driver information, and is determined through a monthly SQL query of the VRS DVRS table.

2.5.2 CPM Emerald Club Profiles

CPM Emerald Club Profiles refers to the number of drivers who are members of National’s loyalty program, and is determined through a monthly SQL query of the VRS XXX Profile table.

2.5.3 CPM Products

CPM Products refers to the number of rental packages offered by Newco, and is determined through a monthly SQL query of the VRS Prod_Intsts table.

2.5.4 CPM Rates

CPM Rates refers to the number of rates offered by Newco, and is determined through a monthly SQL query of the VRS Rates_Header table.

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2.5.5 CPM Contracts

CPM Contracts refers to the number of vehicle rental contracts in effect between Newco and its customers, and is determined through a monthly SQL query of the VRS CONS table.

2.5.6 Fleet Ops Number of Vehicles

Fleet Ops Number of Vehicles refers to the number of active vehicles managed using the VRS, and is determined by the daily Rental Fleet Activity Summary report.

2.5.7 Rental Ops Number of Locations

Rental Ops Number of Locations refers to the number of stations defined in the VRS Station Details table, and is determined by the monthly station count reports delivered to Newco.

2.5.8 Billing Business Accounts

Billing Business Accounts refers to the number of Scheduled Xxxx Accounts, Travel Agencies, Tour Operators, Airlines, Licensees, Forced Charge Accounts and other entities that do business with Newco, and is determined by a monthly SQL query.

3. CORE APPLICATIONS SERVICES

3.1 Application Support Pools.

Resource usage in this Resource Category will be measured based on the number of FTEs provided by Xxxxx Systems to perform Core Application Services during a calendar month, adjusted as authorized by Newco pursuant to Change Orders. One FTE assigned to the Application Support Pool equals one Resource Unit. This Resource Baseline for applications support will be increased (via ARCs) based on workload and by mutual agreement between Xxxxx Systems and Newco.

3.2 Application Enhancement Pools.

Resource usage in this Resource Category will be measured based on the number of FTEs authorized by Newco to be provided by Xxxxx Systems to perform Core Application Services during a calendar month. One FTE assigned to the Applications Enhancement Pool equals one Resource Unit. There are no RRCs with respect to reductions in Resource usage below the applicable Resource Baseline. This Resource Baseline for applications support will be increased (via ARCs) based on workload and by mutual agreement between Xxxxx Systems and Newco.

4. DESKTOP SERVICES.

The Resource usage for this Resource Category will be established by adding together the Resource Units computed below for On-Site Workstations and Remote Workstations.

On-Site Workstations

The Resource usage for this Resource Category will be established by determining the total number of On-Site Workstations to be supported at each of the following Newco locations:  (i) Plaza/Blue Lake Reservations Center; (ii) Minneapolis, Minnesota; (iii) Xxxxxxx, Xxxxxxx, Xxxxxx, (iv) Goose Creek Reservations Center; and (v) Salt Lake Reservations Center. Resource usage for this Resource Category will be determined at the end of each calendar month. Three hundred fifty Workstations to be supported equal one Resource Unit. ARCs and RRCs with respect to this Resource Category are based on an increase

C1-3

or decrease of one Desktop Support FTE for each increase or decrease of Resource Units used at a single location.

Remote Workstations

The Resource usage for this Resource Category will be established by determining the total number of Remote Workstations to be supported at each of the remote Newco locations as defined in Schedule Resource usage for this Resource Category will be determined at the end of each calendar month. One Thousand Remote Workstations to be supported equal one Resource Unit.

5. LAN, WAN AND REMOTE NETWORK MONITORING SERVICES

Resource usage in this category will be measured as the aggregate number of active Routers. A “Router” means a computer system connected to the Network that stores and forwards data packets between LANs and WANs. Twenty (20) Routers/Switches in service on the last day of the calendar month equals one Resource Unit.

6. DISASTER RECOVERY SERVICES

There are no Resource Units, Resource Baselines, ARCs or RRCs with respect to Disaster Recover Services.

7. SECURITY SERVICES

There are [REDACTED] Resource Units, Resource Baselines, ARCs or RRCs with respect to Security Services.

8. ADJUSTMENT PROCESS

8.1 Adjustment Process.

A minimum Resource Baseline and a maximum Resource Baseline for each Resource Category described in Section 2.1 through 2.5 above is set forth in Attachment C-2.

(a) If during any calendar month the maximum resource usage for any of such Resource Categories exceeds the Maximum Resource Baseline established for such Resource Category in Table C-2-1 for [REDACTED] consecutive peak measurement periods on a particular Supported System, then Xxxxx Systems shall prepare and present to Newco an infrastructure capacity management recommendation that sets forth (i) the actions that Xxxxx Systems could take to reduce usage of the applicable Resource Category on the applicable Supported System and the effects, if any, such actions may have on the Services and Service Levels, and (ii) the ARC that Newco would incur to increase the applicable Resource Baseline. Within 10 business days after receiving Xxxxx Systems’ recommendation, Newco shall provide written instructions to Xxxxx Systems to reduce usage of the applicable resource or to increase the applicable Resource Category. Xxxxx Systems will carry out such instructions promptly and diligently and, the Charges will be adjusted as described in the infrastructure capacity management recommendation.

(b) If during any calendar month the minimum resource usage for any of such Resource Categories falls below the minimum Resource Baseline established for such Resource Category in Table C-2-1 for [REDACTED] consecutive peak measurement periods on a particular Supported System, then Xxxxx Systems shall prepare and present to Newco an infrastructure capacity management recommendation that sets forth (i) the actions, if any, that Xxxxx Systems could take to reduce the applicable Resource Baseline on the applicable Supported System and the effects, if any, such actions will have on the

C1-4

Services and Service Levels, and (ii) the RRC that Newco would receive if such actions were taken. Within 10 business days after receiving Xxxxx Systems’ recommendation, Newco shall provide written instructions to Xxxxx Systems to reduce or leave unchanged the applicable Resource Baseline. Xxxxx Systems will carry out such instructions promptly and diligently and, the Charges will be adjusted as described in the infrastructure capacity management recommendation.

C1-5

ATTACHMENT C-2

ANNUAL SERVICE CHARGES,
RESOURCE BASELINES AND ARC/RRC RATES

1.             ANNUAL SERVICE CHARGES

Contract Year 1

Contract Year 2

Contract Year 3

Contract Year 4

Contract Year 5

Applications Maintenance

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Infrastructure

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Contract Management

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

BASE SERVICES

$

[REDACTED]

(1)

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Contract Year 6

Contract Year 7

Contract Year 8

Contract Year 9

Contract Year 10

Applications Maintenance

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Infrastructure

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Contract Management

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

BASE SERVICES

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Notes:

(1) Xxxxx Systems charges for the first month of contract year 1 will be equal to (i) one-twelfth of this amount, plus (ii) $[REDACTED] xxxxx systems charges for the remaining months of contract year 1 will be one-twelfth of this amount.

C2-1

2.             RESOURCE BASELINES AND ARC/RRC RATES

		Resource Unit (Monthly)		Resource Baseline		ARC / RRC Rate (Monthly, US$)
Help Desk Services		Help Desk Calls		[REDACTED]  (Note 1)		$[REDACTED]
Data Center Services
Book-it / Call Center		Call Center Daily Reservations		Table C-2-1		Note 2
Book-it / GDS		GDS Daily Reservations		Table C-2-1		Note 2
Book-it / GDS		GDS Daily Messages		Table C-2-1		Note 2
Book-it / GDS		GDS Daily Rate Update Volume		Table C-2-1		Note 2
Book-it / CPM		Driver Profiles		Table C-2-1		Note 2
Book-it / CPM		Emerald Club Profiles		Table C-2-1		Note 2
Book-it / CPM		Products		Table C-2-1		Note 2
Book-it / CPM		Rates		Table C-2-1		Note 2
Book-it / CPM		Contracts		Table C-2-1		Note 2
Book-it / WWW		WWW Daily Reservations		Table C-2-1		Note 2
Book-it / WWW		WWW Daily Sessions		Table C-2-1		Note 2
Rent-it / Fleet Ops		Number of Vehicles		Table C-2-1		Note 2
Rent-it / Rental Ops		Number of Locations		Table C-2-1		Note 2
Rent-it / Rental Ops		Rental Agreements per mo		Table C-2-1		Note 2
Xxxx-it / Billing		Invoices per month		Table C-2-1		Note 2
Xxxx-it / Business Accounts		Business Accounts		Table C-2-1		Note 2
Infrastructure / Database		Size of Database		Table C-2-2		Note 2
Infrastructure / End users		# of Concurrent Users		Table C-2-2		Note 2
Infrastructure / System		CPU and Memory		Table C-2-2		Note 2
Core Applications Services
Production Support Pool
VRS / Odyssey System		FTEs		[REDACTED]		Varies by Resource
Legacy System (until decommissioned)		FTEs		[REDACTED]		Varies by Resource
Ancillary Systems
Revenue Management		FTEs		[REDACTED]		Varies by Resource
Financial Management		FTEs		[REDACTED]		Varies by Resource
Fleet Operations		FTEs		[REDACTED]		Varies by Resource
DW / Reporting		FTEs		[REDACTED]		Varies by Resource
Quality Assurance		FTEs		[REDACTED]		Varies by Resource

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Applications Enhancement Pool
VRS / Odyssey System		FTEs		[REDACTED]		Varies by Resource
Ancillary Systems		FTEs
Revenue Management		FTEs		[REDACTED]		Varies by Resource
Financial Management		FTEs		[REDACTED]		Varies by Resource
Fleet Operations		FTEs		[REDACTED]		Varies by Resource
DW / Reporting		FTEs		[REDACTED]		Varies by Resource
Quality Assurance		FTEs		[REDACTED]		Varies by Resource
Desktop Services
On-Site/Remote Workstations		Workstations		[REDACTED] (Note 3)		$[REDACTED]
LAN/WAN & Remote Network Monitoring Services		Routers/Switches		[REDACTED]		$[REDACTED]
Disaster Recovery Services		Not applicable		N/A		N/A
Security Services		Not applicable		N/A		N/A

Notes:

1. During the mutually agreed 60-day period surrounding the VRS System rollout, the Resource Baseline for this Resource Unit will be increased by a mutually agreed number of Resource Units without additional charge.

2. Sections 2.4 and 2.5 of Attachment C-1 describes the process for establishing adjustments to the charges for this Resource Category.

3. No ARCs will be applied until the number of Resource Units exceeds 21.5 (i.e., 7,525 Workstations), and no RRCs will be applied until the number of Resource Units is less than 19.07 (i.e., 6,675 Workstations). In addition, no RRCs will apply if, as a reasonable result of such RRC, the number of Desktop Support FTEs supporting a particular Supported Location would be less than one Desktop Support FTE per operating shift at such Supported Location.

C2-3

TABLE C-2-1

BUSINESS TRANSACTION RESOURCE UNITS

Functional Area

Sub- System

Resource Unit

National

Alamo

Minimum Resource Baseline

Maximum Resource Baseline

Book-it

Call Center

Daily Reservations

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

GDS

Daily Reservations

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Daily Messages

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Daily Rate Update Volumes

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

CPM

Driver Profiles

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Emerald Club Profiles

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Products

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Rates

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Contracts

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

www

Daily Reservations

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Daily Sessions

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

(estimated)

Rent-it

Fleet Ops

Number of Vehicles

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Rental Ops

Number of Locations

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Rental Agreements per month

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Xxxx-it

Billing

Invoices per month

[REDACTED]

[REDACTED]

[REDACTED]

[REDACTED]

Business Accounts

[REDACTED]

XXX

XXX

TBD

C2-4

TABLE C-2-2

SYSTEM RESOURCE UNITS

Functional Area		Sub-System		Resource Unit		Value		Minimum Resource Baseline		Maximum Resource Baseline
Infrastructure		Database		Terrabytes		[REDACTED]	TB	[REDACTED]	TB	[REDACTED]	TB
		Concurrent Users		Number		[REDACTED]		[REDACTED]		[REDACTED]
		System/Machine		CPU—sustained peak consumption		> [REDACTED]	%	> [REDACTED]	%	> [REDACTED]	%
		System/Machine		Memory—sustained peak consumption		> [REDACTED]	%	> [REDACTED]	%	> [REDACTED]	%

X0-0

XXXXXXXXXX X-0

T&M RATES

1. INTRODUCTION

This Attachment C-3 sets forth Xxxxx Systems’ T&M Rates for commonly used resources.

2. SCHEDULE OF XXXXX SYSTEMS T&M RATES

Position Profiles (underlined) Job Roles/Skill Sets(1)

Commercial Daily Rate(2), (3)

Pre-Planned Daily Rate(2), (4)

One Month Commitment Rate(2), (5)

Three Month Commitment Rate(2), (6)

Six Month Commitment Rate(2), (7)

Administrative Assistant

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Financial Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Help Desk Agent

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Support Center Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Sr. SE Developer

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Midlevel SE Developer

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

SE Developer

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Desktop Support Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

NT Server / Exchange System Administrator

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Procurement Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Data Security Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Project Manager

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Database Administrator

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

UNIX System Administrator

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Network Engineering Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Network Support Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Network Operations Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Mainframe Production Control Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Mainframe Storage Management Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

MVS & Program Product Support Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

MVS Operations Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Print Operations

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Business Continuity Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Tivoli Automation Support

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Capacity Planning Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Tape Operations

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Interactive Systems Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

Network Software Analyst

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

$

[REDACTED]

C3-1

Notes:

(1) Xxxxx Systems warrants that the rates set forth in the foregoing table, as well as the rates for other position profiles and skill sets (which are available on request) are [REDACTED].

(2) All rates exclude travel, lodging, and other out-of-pocket expenses, which shall be paid by Newco in addition to such rates, subject to Newco’s prior approval.

(3) The “Commercial Daily Rate” applies to un-planned engagements that have no minimum purchase commitment for the individual resource.

(4) The “Daily Commitment Rate” applies to pre-planned engagements that have no minimum purchase commitment for the individual resource.

(5) The “One Month Commitment Rate” is a monthly rate that applies to engagements having a minimum purchase commitment of one month for the individual resource. The rate will be pro-rated for partial months provided that the minimum purchase requirement is satisfied.

(6) The “Three Month Commitment Rate” is a monthly rate that applies to engagements having a minimum purchase commitment of three months for the individual resource. The rate will be pro-rated for partial months provided that the minimum purchase requirement is satisfied.

(7) The “Six Month Commitment Rate” is a monthly rate that applies to engagements having a minimum purchase commitment of six months for the individual resource. The rate will be pro-rated for partial months provided that the minimum purchase requirement is satisfied.

X0-0

XXXXXXXXXX X-0

XXXXX RETAINED EXPENSES

1. INTRODUCTION

This Attachment C-4 sets forth a general description of (i) the types of Pass-Through Expenses anticipated by the Parties to be incurred by Xxxxx Systems, and (ii) certain Retained Expenses identified by the Parties is included in Attachment C-4 for the convenience of the Parties.

2. PASS-THROUGH EXPENSES

The following types of Pass-Through Expenses are anticipated by the Parties to be incurred by Xxxxx Systems in connection with the Base Services:

(a) Paper, toner, and other consumable supplies and materials, including magnetic and optical media used for backup and archival purposes or otherwise consumed by PSC Personnel while providing the Services at Newco’s facilities;

(b) Postage, courier and shipping fees and related insurance costs;

(c) Off-site storage costs and expenses, including deliveries to and from off-site storage facilities;

(d) Costs and expenses, including reasonable travel and lodging expenses for PSC Personnel, associated with activating Newco’s Disaster Recovery Plan;

(e) Costs and expenses, including reasonable travel and lodging expenses for PSC Personnel (and, where appropriate, their families), associated with activating Newco’s Business Continuity Plan;

(f) Retained Expenses paid by Xxxxx Systems on behalf of Newco;

(g) Export license fees, import duties and similar government levies and related third party expenses associated with providing the Services (except such amounts incurred solely as a result of Xxxxx Systems’ subcontracting any portion of the Services);

(h) Third party costs and expenses associated with SAS 70 and any similar audits; and

(i) Costs and expenses associated with new and replacement routers / switches.

3. CERTAIN RETAINED EXPENSES

In addition to other costs and expenses relating to the Services identified in the MSA as being retained by Newco, Newco will retain the following specific costs and expenses:

(a) Costs and expenses associated with Newco’s Chief Information Officer and any other Newco staff positions;

(b) Costs and expenses associated with the office, data center (including the Fort Lauderdale data center, if any) and other space and facilities provided by Newco to Xxxxx Systems and PSC Personnel;

C4-1

(c) Costs and expenses associated with Newco’s disaster recovery hotsite (e.g., the Sungard agreement);

(d) Costs and expenses associated with the decommissioning, shutdown and relocation of the Fort Lauderdale data center and other facilities;

(e) Voice, data and other telecommunications expenses;

(f) Costs and expenses associated with the licensing or purchase of new Third Party Application Software, including any related costs for new or upgraded Hardware; and

(g) License, transfer and access fees due to Third Party Vendors in connection with Retained Managed Contracts and Required Consents.

C4-2

EXHIBIT D

FORM

OF

PARTIAL TERMINATION AND ASSIGNMENT AGREEMENT

among

XXXXX SYSTEMS CORPORATION,

ANC RENTAL CORPORATION,

ANC INFORMATION TECHNOLOGY, L.P.,

NATIONAL CAR RENTAL SYSTEM, INC.,

ALAMO RENT-A-CAR L.L.C.,

and

VANGUARD CAR RENTAL USA INC.

PARTIAL TERMINATION AND ASSIGNMENT AGREEMENT

This Partial Termination and Assignment Agreement (the “Termination Agreement”) is entered into as of July 11, 2003 (the “Agreement Date”), by and among ANC Rental Corporation, a Delaware corporation having its principal place of business at 000 Xxxxx Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 and Debtor-in-Possession in case number 01-11200 (MFW), pending in the United States Bankruptcy Court for the District of Delaware (“ANC Rental”), ANC Information Technology, L.P. (“ANC”), a Delaware limited partnership having its principal place of business at 000 Xxxxx Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, 00000, National Car Rental System, Inc. (“National”), a Delaware corporation having a principal place of business at 000 Xxxxx Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, Alamo Rent-A-Car, L.L.C., a Delaware limited liability company having its principal place of business at 000 Xxxxx Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 (“Alamo”), Vanguard Car Rental USA Inc., a Delaware corporation having a principal place of business at 000 Xxxxx Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 (“Newco”), and Xxxxx Systems Corporation (“Xxxxx Systems”), a Delaware corporation having its principal place of business at 0000 Xxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxx 00000.

Recitals

Whereas, Newco has entered into an Asset Purchase Agreement, dated as of June 12, 2003, as amended, with ANC Rental and certain subsidiaries of ANC Rental, including but not limited to National, Alamo, and ANC (ANC Rental, National, Alamo, ANC and other such subsidiaries are collectively referred to as “Debtors”), pursuant to which Newco will acquire (the “Acquisition”) certain assets and assume certain liabilities of Debtors relating to their ownership and operation of car rental businesses and licensing of the right to operate car rental businesses in the airport leisure and business travel rental markets mainly throughout the United States, Canada and Europe;

Whereas, Xxxxx Systems and National entered into a Services Agreement, dated as of September 30, 1997 (the “National Agreement”), pursuant to which Xxxxx Systems (i) developed derivative works of, and additions and enhancements to, GreenWay 1.0 (as such term is defined in the National Agreement) (collectively, the “GreenWay Modifications”); (ii) sublicensed to National the use of GreenWay 1.0 and licensed to National the use of the GreenWay Modifications (collectively, the “GreenWay License and Sublicense”); and (iii) operated GreenWay 1.0 and the GreenWay Modifications for National; and a Termination Agreement dated September 30, 2000 (the “National Termination Agreement”) pursuant to which the National Agreement was terminated except as otherwise provided in the National Termination Agreement;

1

Whereas, Xxxxx Systems and Alamo entered into an Outsourcing Agreement, dated as of December 7, 1998 (the “Alamo Agreement”), pursuant to which Xxxxx Systems provided certain application support services and data center operations services to Alamo in support of Alamo’s legacy systems, and a Termination Agreement dated September 30, 2000 (the “Alamo Termination Agreement”) pursuant to which the Alamo Agreement was terminated except as otherwise provided in the Alamo Termination Agreement;

Whereas, Xxxxx Systems and ANC entered into that certain Master Agreement as of September 30, 2000 (the “Master Agreement”), that certain Work Order #1 entered into effective as of September 30, 2000 (“WO#1”), that certain Work Order #2 entered into effective as of September 30, 2000 (“WO#2”), and that certain Work Order #3 entered into effective as of September 30, 2000 (“WO#3”; the Master Agreement, WO#1, WO#2 and WO#3 are collectively referred to as the “ANC Agreement”), pursuant to which Xxxxx Systems has been providing information technology services, including application support and data center operations services, to ANC;

Whereas, pursuant to WO#1, Xxxxx Systems developed certain derivative works of, and additions and enhancements to, Odyssey (as defined in the ANC Agreement) and Greenway 1.0 (collectively, the “Odyssey/GreenWay Modifications”), and the GreenWay License and Sublicense was extended to include the Odyssey/Greenway Modifications;

Whereas, Xxxxx Systems and ANC desire to terminate the ANC Agreement with respect to the provision of services effective as of the date and time the Acquisition is consummated (the “Effective Date”), subject to certain exceptions as set forth below; and

Whereas, the parties desire for the sublicense to National of GreenWay 1.0 and Odyssey, and the license to National of the GreenWay Modifications and the Odyssey/GreenWay Modifications, the whole as expressed in the GreenWay License and Sublicense as extended pursuant to WO#1 (collectively, the GreenWay/Odyssey License”), to survive the termination of the ANC Agreement and continue in accordance with the terms set forth in this Termination Agreement.

Now, therefore, the parties agree as follows:

1. Definitions. Except as otherwise defined in this Termination Agreement, capitalized terms shall have the meanings ascribed thereto in the ANC Agreement.

2. Release of Liability. In exchange for the mutual promises and other consideration set forth herein, each Debtor, on behalf of itself and its past, present and future officers, directors, stockholders, attorneys, agents, representatives, employees, subsidiaries, affiliates (including but not limited to ANC, ANC Rental, National and Alamo), predecessors, successors in interest and assigns, and anyone else who may claim by or through such Debtor, hereby fully releases, relinquishes and forever discharges and holds harmless Xxxxx Systems and its past, present and future officers, directors, stockholders, attorneys, agents, representatives, employees, subcontractors, subsidiaries, affiliates, predecessors, successors in interest and assigns, from any and all past, present or future claims, demands, obligations, actions, causes of action, liabilities, debts, suits, liens, damages, costs, losses and expenses of any kind and character, whether in law or in equity, in tort or in contract, whether now known, suspected, claimed, asserted or unasserted, contingent or fixed, arising prior to the Effective Date, which are based on or arise under the ANC Agreement (“Preexisting ANC Claims”). ANC further covenants that it will not initiate or assist, the furtherance of any litigation, arbitration, administrative or any other type of legal proceeding, regarding any Preexisting ANC

2

Claim. This release expressly includes any avoidance cause of action under 11 U.S.C. Section 550.

3. Termination of ANC Agreement. Except as specifically set forth in this Section 3, the ANC Agreement and all of the rights and obligations of ANC and Xxxxx Systems thereunder are hereby terminated on, and shall be of no further force and effect after, the Effective Date; provided, however that, notwithstanding Section 3 of this Termination Agreement and Section 13.11 of the ANC Agreement, the GreenWay/Odyssey License, and all other rights and obligations of ANC, National and Xxxxx Systems set forth in Sections 6.1(a), (b), (c) and (e) of the National Agreement, and Sections 6.1, 6.2 and 6.3 of WO#1, and only such provisions, shall survive and continue in full force and effect.

4. Assignment of Rights under GreenWay/Odyssey License. ANC and National hereby assign to Newco, and Xxxxx Systems hereby consents to the assignment to Newco of, all rights of ANC and National under the GreenWay/Odyssey License including, without limitation, the perpetual, non-exclusive, non-transferable, fully-paid license and sublicense (as applicable) to copy, use perform, distribute and make Derivative Works of GreenWay 1.0, Odyssey, the GreenWay Modifications and the GreenWay/Odyssey Modifications.

5. Payment. On the Effective Date, ANC shall pay Xxxxx Systems, all amounts payable under the ANC Agreement with respect to goods and services provided between May 1, 2003 through the Effective Date.

6. Certain Terms. The following provisions are hereby incorporated into this Termination Agreement by reference (a) Article 12.0 of the ANC Agreement, and (b) Sections 10.1 through 10.7, 13.2, 13.4, 13.5, and 13.8 of the ANC Agreement.

7. Xxxxx Systems’ Claims. Xxxxx Systems reserves the right to assert any general, unsecured claims that Xxxxx Systems or its Affiliates may have against the Debtors under the ANC Agreement under Sections 502(a) and (b) of the Bankruptcy Code (or, to the extent that such claims are deemed to be arising from the Debtors’ rejection of the ANC Agreement, Section 502(g) of the Bankruptcy Code); provided, however, that Xxxxx Systems hereby agrees that any such claims will be asserted only as general unsecured claims and not as an administrative expense priority claim or any other type of priority claim in the Debtors’ bankruptcy cases, except that any claim for amounts payable by ANC under the ANC Agreement for services provided between the date the Debtors filed their bankruptcy cases and the Effective Date shall be asserted by Xxxxx Systems, and treated by the Debtors, as an administrative expense priority claim.

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The parties have executed this Termination Agreement on the Agreement Date through their duly appointed and authorized representatives.

ANC Information Technology, X.X.				Xxxxx Systems Corporation
By:	ANC Information Technology, Inc.
	its General Partner
By:				By:
Name:				Name:
Title:				Title:
ANC Rental Corporation				Alamo Rent-A-Car L.L.C.
By:				By:
Name:				Name:
Title:				Title:
National Car Rental System, Inc.				Vanguard Car Rental USA Inc.
By:				By:
Name:				Name:
Title:				Title:

4

EXHIBIT E

FORM OF CUSTOMER SATISFACTION SURVEY

.

CUSTOMER SATISFACTION SURVEY

FOR

VANGUARD CAR RENTAL USA INC.

How would you rate Xxxxx Systems on each one of the following aspects of performance?

Rating Criteria

1-Unacceptable 2-Poor 3-So-So 4-Good 5-Excellent 6-XX

Xxxxx Systems Account Leadership Team

Demonstrating a clear sense of direction

Portraying a sense of urgency

Taking action when issues are defined

Creating an atmosphere of mutual trust and respect

Customer Focus

Understanding issues impacting Vanguard Car Rental USA Inc.

Providing effective solutions

Responding in a timely manner to requests

Delivering services on time, as agreed upon

Performing effective project planning

Operating as business partners

Providing value-added services

Communication

Keeping Vanguard Car Rental USA Inc. informed of critical issues

Listening to what Vanguard Car Rental USA Inc. says

Maintaining effective two-way communication

Staffing/People

Providing the expected level of functional expertise

Matching the “right” skill sets to the “right” job

Doing what we say we’re going to do

Doing more than is expected

Working as a team with Vanguard Car Rental USA Inc.

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GLOBAL QUESTIONS

1. Overall, how satisfied are you with the performance of Xxxxx Systems?

Very
Dissatisfied
o Somewhat
Dissatisfied
o Somewhat
Satisfied

Very
Satisfied
o Extremely
Satisfied
o

2. How likely would you be to recommend Xxxxx Systems to a colleague?

Definitely Would
Not Recommend
o Probably Would
Not Recommend
o Might or Might
Not Recommend
o Probably Would
Recommend
o Definitely Would
Recommend
o

3. How likely are you to do additional business with Xxxxx Systems in the future?

Definitely Would
Not Do Business
o Probably Would
Not Do Business
o Might or Might
Not Do Business
o Probably Would
Do Business
o Definitely Would
Do Business
o

ADDITIONAL QUESTIONS

What one thing did we do well in this relationship?

What one thing would you most like to see us improve?

6

What do you believe our competitors do better than our company?

Any additional comments or concerns not covered in this survey?

Please return this survey to:

Xxxxx Systems Corporation

ATTN: xxxxxxxxx

7

EXHIBIT F

CHANGE CONTROL PROCESS

Table of Contents

1.	Introduction		2
2.	Definitions		2
3.	Change Control Governance		2
4.	Change Control Process		2
4.1		Change Initiation Request	2
4.2		Rough Order of Magnitude Estimate	3
4.3		Change Order	4
4.4		Implementation of Change Orders	6
4.5		Changes to Change Orders	7
4.6		Other Xxxxx Systems Obligations	7
5.	Testing and Acceptance of Deliverables		7
5.1		Test Plan	8
5.2		Acceptance Testing	9
5.3		Acceptance Criteria	9
5.4		Newco’s Responsibilities for Testing of Deliverables	10
6.	Closure of Change Orders		10
7.	Payment		11
Attachment F-1			12

1

1. INTRODUCTION

The Parties will follow the procedures set forth in this Exhibit F to the MSA, to initiate, control, revise and close out Changes.

2. DEFINITIONS

“Acceptance Criteria” is defined in Section 5.3 of this Attachment.

“Acceptance Testing” is defined in Section 5.2 of this Attachment.

“Additional Services Hours” is defined as the number of hours of Additional Services, if any, provided by Xxxxx Systems under a Change Order.

“Change Initiation Request” or “CIR” is defined as the document to be completed by Newco and provided to Xxxxx Systems to initiate a Change through the Change Control Process described herein.

“Deliverables” is defined as those items described in a Change Order to be delivered to Newco.

“IT Steering Committee” is defined in Section 3.

“Labor Hours” is defined as the number of hours provided by the Applications Enhancement Pool or the Application Support Pool under a Change Order.

“Rough Order of Magnitude Estimate” or “ROM” is defined in Section 4.2 of this Attachment.

3. CHANGE CONTROL GOVERNANCE

Each party shall appoint two representatives to a governing body (the “IT Steering Committee”), which shall meet at least once a week until the completion of the VRS Project, and thereafter on a schedule to be agreed, for the purpose of: (i) reviewing progress and performance of each party under the MSA and any Change Orders; and (ii) reviewing any disputes among the Parties that are related to Change Orders or otherwise directed to be resolved by the Change Control Process under the MSA.

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4. CHANGE CONTROL PROCESS

4.1 Change Initiation Request

Unless otherwise agreed, all requests for Changes by Newco shall be communicated in writing or in email by Newco’s Account Manager or designee to Xxxxx Systems Account Manager or designee via a CIR. The Parties will follow the process described in this Section 4 to initiate a Change.

4.2 Rough Order of Magnitude Estimate

Unless otherwise agreed, Xxxxx Systems shall provide Newco with a rough order of magnitude estimate (“Rough Order of Magnitude Estimate” or “ROM”) for each CIR submitted to Xxxxx Systems within seven business days of receipt of the CIR, provided that for complex CIRs that Xxxxx Systems initially determines will require more than 1000 Labor Hours or if Newco has submitted more than 10 CIRs in any calendar month, the time period shall be extended if reasonably necessary to a mutually agreed period. In responding to CIRs, Xxxxx Systems shall give due consideration to Newco’s prioritization of the CIRs under review. Each ROM shall include:

(i) the estimated Labor Hours to complete the Change;

(ii) any Additional Services resources required and the estimated Additional Service Hours and related charges for such resources;

(iii) estimated Pass-Through Expenses related to the Change;

(iv) any additional hardware, software or network charges;

(v) the known impact of the Change on other approved and scheduled Changes;

(vi) the estimated Labor Hours, estimated Additional Services Hours (and related Xxxxx System’s charges), estimated charges, expenses and infrastructure costs, and estimated Pass-Through Expenses for completion of final requirements for the Change Order; and

(vii) the estimated charges and expenses for completion of the Change.

After submittal of the ROM to Newco, Newco shall use reasonable efforts to promptly notify Xxxxx Systems of the approval or disapproval of the ROM. Approval of the ROM may be in written or electronic form. Unless otherwise agreed by the Parties, no further action is required for a ROM that has been rejected by Newco, subject to Newco’s right to revise and resubmit any rejected CIR.

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4.3 Change Order

Upon approval of each ROM for projects other than Major Projects by Newco and unless otherwise agreed, Xxxxx Systems shall complete and deliver a Change Order, in the form of Attachment F-1 hereto. Pricing of Change Orders will reflect the mutually agreed upon desires of both parties. Accordingly, Change Orders may be fixed in price, time and materials based, cost-plus based or based upon such other economic arrangement as the parties agree. Unless otherwise agreed, charges, if any, for Additional Services under a Change Order will be on a time and materials basis and will be based upon the appropriate Additional Services Rates referenced in Exhibit C of the MSA.

For Major Projects, each Change Order must include at least the following information:

(i)                Project Managers

This section will identify Newco’s and Xxxxx Systems’ respective Project Managers including name, address, telephone number, pager number, and fax number.

(ii)               Purpose and Scope of Work

This section will provide a summary of the overall purpose of the Change Order and define the scope of work to be performed.

(iii)              Assumptions and Dependencies

This section will describe any key assumptions or dependencies upon which the Change Order was based or is dependent upon for successful completion, or both.

(iv)              Definitions

This section will define any terms specific to the Change Order.

(v)               Xxxxx Systems Responsibilities

This section will describe the responsibilities that Xxxxx Systems is required to perform in order to complete the Change Order.

(vi)              Newco Responsibilities

This section will describe the responsibilities that Newco is required to perform in order to complete the Change Order.

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(vii)             Required Equipment and Materials

This section will list all required equipment and materials including, hardware, software and services, that Newco or Xxxxx Systems must provide in order to facilitate completion of the Change Order, including, without limitation, identification of any pre-existing software components (e.g., code libraries), tools to be used and Xxxxx Systems’ assumption regarding the provision of such required equipment and materials.

(viii)            Deliverables

This section will provide a description of any items to be delivered by Xxxxx Systems under the Change Order, including, without limitation, (a) any project management reports that will be provided; (b) the applicable testing plan and acceptance criteria for the deliverables, if any; and (c) ownership of any intellectual property, if any, created under the Change Order.

(ix)               Estimated Schedule

This section will provide the project plan consisting of an estimated schedule for completion of the Change Order, including milestones, dependencies among milestones (i.e., predecessors), and the project’s critical path and hours to achieve milestones and other required resources for activities to be performed by Xxxxx Systems.

(x)                Completion Criteria

This section will state the criteria that Xxxxx Systems must meet in order to satisfy its obligations under the Change Order.

(xi)               Charges

This section will specify the applicable charges, if any, for the Change Order (for example, included within the Annual Services Charge or performed for additional charges on a fixed price or time and materials basis).

(xii)              Total Cost

This section will contain the estimate of Newco’s Total Cost for the Change Order (“Total Cost”). The Total Cost estimate shall include (i) Xxxxx Systems’ charges and expenses; (ii) the cost of additional Xxxxx Systems-managed infrastructure (e.g., hardware, software and services) to be provided by Xxxxx Systems; and (iii) the specifications for additional Xxxxx

5

Systems-managed infrastructure (e.g., hardware, software and network services) to be provided by a third party.

(xiii)             Additional or Unique Terms and Service Levels and Credits

This section will identify terms and conditions, if any, in addition to or different from the terms and conditions of the MSA.

Upon completion, Xxxxx Systems will submit the completed Change Order to the Change Control Board for approval. The Change Control Board will evaluate the Change Order and will within 60 days approve or reject such Change Order. If after 60 days either party has not signed the proposed Change Order, then the proposed Change Order will be closed without action unless otherwise mutually approved by the Parties. Unless otherwise agreed, the estimates provided by Xxxxx Systems in the Change Order are valid for 60 days after the date of the applicable document. If Newco has not approved the document within such 60 day time period, Xxxxx Systems reserves the right to revise the estimates.

4.4 Implementation of Change Orders

Upon execution of a Change Order by Newco, Xxxxx Systems shall perform the services under the Change Order consistent with terms of the Change Order, including, without limitation, adhering to the schedule included in the Change Order and the estimated Labor Hours in the Change Order and the estimated costs and expenses of the Change covered by the Change Order.

All Change Orders will become obligations of the respective parties only through the execution of a Change Order signed by the Account Managers or designees of each of the respective parties. The Change Control Board will prioritize such newly approved Change Orders in conjunction with other outstanding Change Orders. The Change Control Board will discuss such prioritization in light of available resources and implementation schedules and shall reach a mutual decision regarding the feasible priority of such Change Order in the workload queue.

After approval or rejection of a Change Order, the Change Control Board will take action to inform affected parties of the approved or rejected status of the Change Order. If a Change Order is rejected, the Change Control Board will communicate the rationale for the rejection.

Xxxxx Systems shall select the method by which each Change agreed to in a Change Order (excluding Changes to the MSA, Exhibits and Schedules themselves, e.g. contractual-type changes) is implemented using its reasonable discretion. Xxxxx Systems will consult with Newco regarding Changes agreed to in a Change Order relative to Newco’s preferences

6

regarding the implementation of such Change, if any, and shall, to the extent reasonably practicable incorporate such preferences in its implementation of the applicable Change.

If, during performance of a Change Order, Xxxxx Systems determines that the charges or Total Cost is likely to exceed the estimate set forth in the Change Order by greater than 10%, then Xxxxx Systems shall promptly suspend work and notify the Newco Project Manager. The Project Managers shall then meet to discuss the reasons for the cost overruns and potential solutions. If the Project Managers do not agree on a solution, then either Project Manager may submit the issue to the Change Control Board for resolution. Further work on such Change Order may be re-started only by the written agreement of Newco and Xxxxx Systems. If work is not re-started and completed, then any payment for such Change shall be the same as for a terminated Change Order.

It is acknowledged by both parties that Change Orders may be for updating purposes only (as compared to Changes which might be contractual or economic modifications) such as those that might be used to keep current the MSA, Exhibits and Schedules. As such each Change Order must be agreed upon on its own merits and be evaluated in light of the entirety of Change that may result from such Change Order.

4.5 Changes to Change Orders

Either Party may request changes to the scope or requirements of Change Orders at any time by agreement of the Parties. Such requests may be in written or electronic form. As soon as reasonably practical after receipt of the request, Xxxxx Systems will revise the Change Order and obtain Newco’s approval and re-prioritization of the Services affected by the change. Upon Newco’s approval, Xxxxx Systems will commence providing the Services in accordance with the approved changes. In the event that changes are not approved by Newco, Xxxxx Systems shall continue performing the Services specified in the Change Order (including any previously agreed upon changes).

4.6 Other Xxxxx Systems Obligations

Within 90 days of the Effective Date, Xxxxx Systems shall establish procedures to enable tracking of ongoing scope changes for Change Orders, and provide a basis for auditing changes.

7

5. TESTING AND ACCEPTANCE OF DELIVERABLES

Unless otherwise mutually agreed, Xxxxx Systems and Newco shall test Deliverables provided under each Change Order as defined below:

5.1 Test Plan

For each Deliverable identified in an applicable Change Order, Xxxxx Systems shall develop a test plan (“Test Plan”) with assistance from Newco. Upon Newco’s approval of the Test Plan it shall become part of the Change Order documentation and Xxxxx Systems shall test the Deliverable(s) in accordance with the Test Plan. Such testing will include unit and function (development) testing, system integration and regression testing (quality assurance) utilizing a set of mutually developed, object test cases or criteria, all as described in the Test Plan. Xxxxx Systems shall assist Newco in performing Newco’s own testing and end user-related testing, subject to the terms of the applicable Change Order. Xxxxx Systems’ responsibilities for testing of Deliverables with respect to each Test Plan shall include:

(i) provide specific written documentation on testing as requested by Newco, which may include comparison reports, explanations of test results, and reports of what went into tests and actual test results;

(ii) establish and maintain test baselines (e.g., scripts, databases) and update such test baselines as appropriate;

(iii) perform support and maintenance activities as agreed (e.g. data refresh) of all test regions and environments;

(iv) perform data refresh if needed after each major release of Supported Software;

(v) provide Newco access to all test systems;

(vi) develop recommendations for Newco about possible alterations to the testing environment which Newco can pursue as potential Enhancement/New Development including risks, high level costs;

(vii) perform Supported Software assurance reviews with Newco for major Supported System and sub-system releases; and

(viii) test Supported Software after implementation (e.g. check-out) and provide proper back-out procedures. If implementations of Supported Software occur after business hours, Xxxxx Systems shall provide after hours on-site support as necessary.

(ix) respond to and correct Supported System outages and address End User impact as a result of the implementation of a Change Order;

8

(x) facilitate daily release status call and coordinate go/no-go decisions for implementation of releases for Supported Software;

(xi) facilitate post-implementation status call on the morning of the implementation of a release of Supported Software; and

(xii) provide software demo for each release of Supported Software and coordinate with Newco.

5.2 Acceptance Testing

Upon completion of testing under a Test Plan, Xxxxx Systems shall deliver to Newco the input and output test results, in a mutually agreed format, which shall include matrices of how it tested each Deliverable and other requirements as set forth in the Test Plan (collectively, “Acceptance Testing”). The Acceptance Testing process shall include an audit trail capability for tracking and correcting problems and specify the time period to perform Acceptance Testing as specified in the mutually agreed planned release schedule or the Change Order, whichever is applicable. If Xxxxx Systems believes a Deliverable conforms to its applicable Acceptance Criteria, Xxxxx Systems will notify Newco that such Deliverable is ready for Newco’s review and approval. Newco will promptly review such Deliverable and promptly notify Xxxxx Systems of any non-conformance it observes with reasonable supporting detail. Any non-conformance will be addressed as described below. Subject to the terms of the applicable Change Order, Xxxxx Systems will assist Newco in conducting its own acceptance tests.

5.3 Acceptance Criteria

As applicable for each Deliverable in a Change Order, Xxxxx Systems shall demonstrate to Newco that the Deliverable, has materially conformed to the following (collectively, “Acceptance Criteria”):

(i) the Deliverable has been fully and properly installed or completed in accordance as set forth in the Change Order;

(ii) the Deliverable meets the specified functional, technical and End User requirements set forth in the Change Order, the functional requirements document or the analysis and design documents, as applicable;

(iii) the Deliverable operates in conformity with applicable documentation; and

9

(iv) the Deliverable complies with specified levels of performance, if any, set forth in the Change Order.

A Deliverable is deemed “Accepted” when Xxxxx Systems demonstrates to the reasonable satisfaction of Newco that the Deliverable materially conforms to the applicable Acceptance Criteria and to the mutually agreed, objective acceptance tests set forth in the Test Plan. Newco shall promptly notify Xxxxx Systems of its acceptance or rejection of each Deliverable. In the event that Newco rejects a Deliverable, Newco will provide Xxxxx Systems with a written explanation for its rejection and Xxxxx Systems shall promptly correct such Deliverable.

5.4 Newco’s Responsibilities for Testing of Deliverables

Newco shall provide or perform the following in order to facilitate Xxxxx Systems’ testing of Deliverables:

(i)        review and approved each Test Plan;

(ii) review test results;

(iii) provide user test time required;

(iv) participate in software demos;

(v) review release reporting;

(vi) provide detailed reason for any rejection of a Test Plan or test result review to Xxxxx Systems;

(vii) participate in daily release calls with Xxxxx Systems during release testing;

(viii) participate in the implementation status call with Xxxxx Systems; and

(ix) provide input to go/no-go decision on implementation.

10

6. CLOSURE OF CHANGE ORDERS

A Change Order shall be deemed closed when any one of the following events occurs:

(i) The Parties agree that Xxxxx Systems has completed the Core Application Services and the Deliverables materially meet Acceptance Criteria, both as set forth in the Change Order.

(ii) Termination or expiration of the MSA, subject to the terms of the MSA with respect to Termination Assistance Services.

(iii) Newco terminates the Change Order.

(iv) Newco terminates the Change Order; provided, however, that Newco shall be financially responsible for Xxxxx Systems’ actual documented and reasonable expenses related to the displacement of assets and/or PSC Personnel (provided that expenses related to displacement of PSC personnel shall not include expenses related to displacement of personnel within the Application Enhancement Pool or Application Support Pool) due to Newco’s termination of the Change Order prior to its expiration date (i.e., wind down costs).

7. PAYMENT

With respect to Changes accepted by Newco, Newco shall pay Xxxxx Systems for such Changes in accordance with the applicable Change Order. With respect to Change Orders terminated by Newco, any disputes regarding payment or deliverables with respect to a terminated Change Order will be subject to the dispute resolution process set forth in Article 15 of the MSA.

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ATTACHMENT F-1

Form of Change Order

Change Order No.         

Xxxxx Systems Corporation (“Xxxxx Systems”) and Vanguard Car Rental USA Inc. (“Newco”) hereby enter into this Change Order No.              under the Master Information Technology Services Agreement between such parties, effective as of                                                    (the “MSA”), on the following terms. This Change Order incorporates all terms and conditions of the Agreement, except where otherwise expressly provided. To the extent that there is any conflict between the terms of this Change Order and the MSA, the terms of this Change Order shall prevail. Unless otherwise specifically provided, capitalized terms will have the meanings set forth in the MSA.

1. Term. This Change Order will commence on                                                            (the “Change Order Effective Date”) and will continue until                                               , unless earlier terminated in accordance with the MSA. Subject to agreement on rates and services, this Change Order may be extended upon mutual written agreement of the parties.

2. Xxxxx Systems Responsibilities. Xxxxx Systems will provide the resources described in Section 4 and will, to the extent possible with the resources provided during the term of this Change Order, work on the activities described below:

[INSERT A DETAILED DESCRIPTION OF THE SERVICES THAT WILL BE PERFORMED.]

4. Newco Responsibilities. In addition to its obligations in the MSA, Newco will provide or perform the following to allow Xxxxx Systems  to perform its obligations hereunder:

[INSERT A DETAILED DESCRIPTION OF ALL NEWCO OBLIGATIONS UPON WHICH XXXXX SYSTEMS’ PERFORMANCE WILL DEPEND.]

5. Resources and Payments.

5.1 Pool Resources. During the term of this Change Order, Xxxxx Systems will utilize the following Pool resources to perform the Services described in Section 2:

Resource Type Estimated
Duration Application
Enhancement or
Support Pool

12

5.2 Additional Services Resources. During the term of this Change Order, Xxxxx Systems will provide the following Additional Services resources to perform the Services described in Section 2 at the T&M Rates set forth in Attachment C-3 to Exhibit C-3 of the MSA:

Job Roles/Skill Sets Estimated
Duration Daily or Monthly Rate

5.3 Out of Pocket Expenses. Newco will reimburse Xxxxx Systems for the following out-of-pocket expenses:

Out-of-pocket Expense Estimated Total

5.4 Hardware, Software, Licenses and Third Party Services. Newco will pay Xxxxx Systems for the hardware, licenses to software, and third party services provided under this Change Order as set forth below.

Item Quantity (a) Unit Price (b) Estimated Total

13

6.             Other Terms.

[FOR MAJOR PROJECTS, INSERT THE INFORMATION REQUIRED UNDER EXHIBIT F, INCLUDING THE PROJECT MANAGERS, PURPOSE AND SCOPE OF WORK, DEFINITIONS, REQUIRED MATERIALS, ESTIMATED SCHEDULE, COMPLETION CRITERIA, CHARGES, TOTAL COST AND ANY ADDITIONAL OR UNIQUE TERMS AND SERVICE LEVELS AND CREDITS.]

Except as described herein, all other terms and conditions of the MSA remain unchanged.

AGREED:
VANGUARD CAR RENTAL USA INC.					XXXXX SYSTEMS CORPORATION
By:					By:
Name:					Name:
Date:					Date:

14

SCHEDULE 2.4(b)

NEWCO RETAINED FUNCTIONS

• Office of the Chief Information Officer will be retained by Newco along with the responsibilities described below:

• Newco’s Chief Information Officer (CIO) will have the following retained functions:

• Serves as Newco’s primary point of contact for managing the day to day relationship with Xxxxx Systems;

• Works with Xxxxx Systems Account Manager to ensure Newco requirements are disclosed to Xxxxx Systems; and

• Provides reasonably requested business information necessary for the preparation of the Annual Technology Plans.

• Infrastructure Director

• Aligns with Xxxxx Systems infrastructure manager as Newco representative and provides support to Xxxxx Systems as required to address any Newco related issues;

• Reviews reports provided by Xxxxx Systems detailing Xxxxx Systems’ performance against the Service Levels; and

• Provides any necessary information for Xxxxx Systems to ensure required maintenance & lease agreements are in place for required systems software and hardware.

• Applications Director

• Acts as Newco’s representative and provides information to Xxxxx as required for Xxxxx’x Systems to address any Newco related issues;

• Reviews reports provided by Xxxxx Systems detailing Service Level performance relative to Core Application Services; and

• Provides any necessary information for Xxxxx Systems to ensure required Managed Contracts are in place for required third party software licenses and maintenance.

NOTE: Newco Personnel performing the foregoing functions may carry different job titles from those described above, and the duties of Newco Personnel may diverge or overlap such that any one or more Newco Personnel may be responsible for performing any of the foregoing functions.

• Except for the support provided by Xxxxx Systems for the Reservation bridges from European Supported Affiliates to Odyssey/Legacy Systems, all information technology services and support for international Supported Affiliates of Newco.

SCHEDULE 2.4(c)

EXCLUSIVE SERVICES AND SOFTWARE

1. Legacy System

2. VRS Modifications (other than the Maintenance Modifications)

3. Developed Software (other than the Maintenance Modifications)

Schedule 3.1 c

Supported Affiliates and Franchises/Licensees

Part A – Supported Affiliates

SUPPORTED AFFILIATES

International Automotive Group Insurance Company, Ltd.

ARG Funding Corp.

ARG Funding Corp. II

National Car Rental (Canada) Inc.

National Car Rental System (Canada) Inc.

NT Limited Partnership

National Car Rental Financing Corporation

National Car Rental Financing Limited Partnership

Car Temps Financing LP

Car Temps Financing, LLC

Alamo Financing, LP

Alamo Financing, LLC

Alamo Rent-A-Car (Canada) Inc.

Republic Industries Automotive Rental Group (Switzerland) AG

Republic Industries Automotive Rental Group (Belgium) Inc.

ANC Rental Corporation (Holdings) Limited

ANC Rental Corporation (Group) PLC

ANC Rental Corporation Limited

Provincial Assessors, Ltd.

ANC Rental Corporation (Properties) Limited

ANC Rental Corporation (Franchising) Limited

ANC Marketing Services Middle East Ltd.

ANC Rental Corporation (UK) Limited

Provincial Securities, Ltd.

Ganymed 196 GmbH

Ganymed 197 GmbH

ANC Autovermietung GmbH & Co. KG

ANC Rental Pension Scheme Trustees Ltd.

Republic Industries Automtoive Rental Group (Holland) BV

ANC Rental Corporation (Insurances) Limited

Diplema 272 Limited

Diplema 274 Limited

National Car Rental Hawaii

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Part B – Franchisees/Licensees

LICENSEES - U.S.

ACME CAR RENTALS, INC.

AIRPORT EQUIPMENT RENTALS, INC.

ALASKA SALES & SERVICES, INC.

ARELCO, INC.

ATLANTIC LEASING, LTD (will be re-licensed once eff.- inactive)

B & J AUTO RENTALS, INC.

XXXXXX CAR RENTAL COMPANY

BDD ENTERPRISES, LLC

BEMIDJI AVIATION SERVICES, INC.

XXXX XXXXX LEASE-RENTALS, INC.

BREK RENTALS, INC.

XXXXXXXXXX MOTORS, INC.

XXXXX INVESTMENTS, INC.

BSI RENTALS, INC.

CAPE COD AUTO RENTALS, INC.

CORNHUSKER RENT-A-CAR, INC.

CORPAT, INC.

XXXXX’X CAR RENTAL, INC.

XXXXX L & R CORP.

XXX XXXXX MOTOR CO. INC.

XXXXXX XXXXXXX & ASSOCIATES, INC.

DES MOINES SERVICE CORP.

XXXXXXX ENTERPRISES, INC.

DRIVEN, INC.

XXXXX INTERNATIONAL CORPORATION

XXXXXX LEASING, INC. DBA XXXXXX RENTALS

F.M.K. ENTERPRISES, INC.

FIRST HOLIDAY TOUR & TRAVEL, INC.

FITZCO, INC.

XXX XXXXXXXX, INC.

JMN, INC.

XXXX X. XXXXXX, XX. CO., INC.

XXXXX MOTORCARS, INC.

KAR ENTERPRISES, INC.

KEWEENAW PARK TRANSPORT COMPANY

LAMB CAR RENTAL, INC.

LAREDO CAR RENTALS, INC.

LEIGHTON LEASING, INC.

XXXXX XXXX XXXXXX

MGM RENTAL, LLC

MIDWEST CAR CORPORATION

MINNEHAHA LEASING, INC.

NATIONAL CAR RENTAL, ARIZONA, INC.

NATIONAL CAR RENTALS OF CORPUS CHRISTI, INC.

2

XXXXX RENTAL & LEASING CO.

NORTHEAST RENT-A-CAR & LEASING CORP.

NORTHEAST TRANSPORTATION, LTD.

PENNSYLVANIA LEASING CORP.

QUANTUM, INC.

X. X. XX ENTERPRISES, LLC

RAH CORPORATION

XXXX XXXXXXXX

RTJ INVESTMENTS, INC.

XXXX MOTOR CORP.

XXXXXX AUTO CENTER, INC.

XXXXXXX CHEVROLET, INC.

XXXXXX’X CAR RENTAL, INC.

SHERIDAN MOTORS, INC.

SMOKY MOUNTAIN RENTALS, INC.

SUNSET MOTORS, INC

T & M AUTO LEASING INC.

T.B.M LEASING, INC.

TCM HERITAGE INC.

TOWER MOTORS OF BRAINERD, INC.

TREADS, INC.

TRIM RENTAL AND LEASING, INC.

UNIVERSAL ACCEPTANCE CORPORATION

V. A. RENTING & LEASING, INC.

WATERFORD SYSTEMS, INC.

WB RENTALS, LLC

XXXXXXX X. XXXX

XXXXXX BROS. LEASING CO., INC.

LICENSEES - CANADA

056527 N.B. LTEE. - TRACADIE-XXXXXX

1006336 ONTARIO INC

1109701 ONTARIO LIMITED

1117608 ONTARIO INC

1392612 ONTARIO INC

1425149 ONTARIO INC.

1534362 ONTARIO INC

0000-0000 XXXXXX INC

486728 BRITISH COLUMBIA LTD

514939 ONTARIO LIMITED

516941 ONTARIO LIMITED

656290 ONTARIO LIMITED

695835 ONTARIO LTD.

000000 XXXXXXX LTD

854006 ONTARIO LIMITED

00000 XXXXXX LTEE

0000-0000 XXXXXX INC. (LOCATION D’AUTOS M.C.R)

3

9102-3465 QUEBEC INC

0000-0000 XXXXXX INC.

988707 ONTARIO LTD.

ABCAT INC

ADVANTAGE LEASING & RENTALS

ALPINE AUTO RENTALS LIMITED

AMP ENTERPRISES

XXXXXX XXXXXX MOTORS LIMITED

ARTHAVEN INVESTMENTS LTD.

AUTOMOBILES JOLIBOURG INC

BANCROFT MOTORS LTD

X. XXXXXX AUTOMOBILES INC.

CANADA EAST TOURS LTD

CHIBOUGAMAU AUTOMOBILE INC

CLEARWAY RENTALS INC.

XXXXX MOTORS LIMITED

DOWNTOWN PONTIAC BUICK GMC

EASTVIEW CHEVROLET OLDSMOBILE PONTIAC BUICK GMC LTD.

ECONOMY LEASING LTD

GESTION XXXXXXX LIMITEE

XXXXXX ENTERPRISES LTD.

GORRUD LIMITED

GREY MOTORS PONTIAC BUICK GMC LTD

HALT HOLDINGS LTD

XXXX AVIATION LTD

J XXXXX & SON LIMITED

XXXX XXXXXX INVESTMENTS LTD

XXXXX MOTOR SALES INC

LOCATION 3 ETOILES INC

LOCATION XXXX LTEE

LOCATION D’AUTOS WABUSH LTEE

LOCATION D AUTOS HAUTERIVE

LOCATION D’AUTOS B.C. INC

LOCATION GROUPE DION INC.

LOCATION ELITE INC

LOCATION G XXXXX INC

LOCATION LBS INC

XXXXXXXXX PONTIAC BUICK GMC (1999) INC.

MASSET SERVICES LTD.

MELS U-DRIVE (1978) LTD

MID ALTA MOTORS LTD. - RED DEER

MONTMAGNY TOYOTA

XXXXXXX GROUP INC

XXXXXX CHEV OLDS CADILLAC LTD

NORCAN LEASING LTD

XXXX XXXXXXX & FILS INC

4

RAINBOW MOTORS LIMITED

XXXXXXX XXXXXXX COMPANY LTD

XXXXXX X XXX SALES & RENTAL

ROCKY MOUNTAIN LEASING LTD

SALMON ARM MOTORS LTD

SHAWINIGAN CHEVROLET OLDSMOBILE LTEE

SKEENA RENT A CAR LTD

XXXXXXX LEASING LTD

XXXXXXX’X CAR & TRUCK RENTALS

XXXXXXXXX DODGE CHRYSLER LTD

TEDS U-DRIVE LTD

XXXXXXXX CHRYSLER LTD

WESTERN AUTO RENTALS INC.

WESTERN CHEV OLDS CADILLAC

WHIRLWIND AUTO RENTALS

XXXXXXXX RENT A CAR LIMITED

INTERNATIONAL LICENSES

Country		Licensee Name
Antigua		Laco International
Aruba		Xxxxxxx Car Rental
Australia		Delta Car Rental
Austria		Denzel Auto-Vertriebesellschaft mbH
Bahrain		Allied Car Rental W.L.L.
Belgium		Xxxx’O’Tool N.V.
Bonaire		Total Car Rental
Bosnia & Herzegovina		Max Auto d.o.o.
Burkina Faso		Citer S.A.
Chile		Ervo Rent A Car
Colombia		Chewgwin Goekel LTDA
Colombia		Rentaniza
Costa Rica		Ada Rent A Car - Autos de Alquiler
Costa Rica		Pequi S.A.
Croatia		Premium Rent A Car
Curacao		Caribe Car Rental N.V.
Cyprus		Astra Self Drive Cars Ltd
Denmark		Danecars APS
Dominican Republic		Motor Plan S.A.
El Salvador		Uno Rent A Car S.A. de C.V.
Estonia		A Rental Limited
France		Citer S.A.
France-Corsica		Citer S.A.

5

Country		Licensee Name
French Guyana		Citer S.A.
Germany		ANC Autovermietung GmbH & Co. KG
Greece		Executive Lease S.A.
Guadeloupe		Citer S>A.
Guam		National/Alamo
Holland		Kroymans Car Rental Holland B.V.
Honduras		Promotora de Transporte S.A.
Hungary		Denzel Autofennataro Kft
Iceland		Holdur ehf. / Bilaleiga Akureyrar
Indonesia		P.T. Bimainti Gunacitra
Ireland		Centre Point Rent A Car Ltd
Israel		Eldan Rent A Car
Italy		Maggiore Rent S.P.A.
Japan		Nippon Rent-A-Care Service
Korea		Xxx Bo Rent-A-Car Co. Ltd
Kuwait		KGL Transport CO
La Reunion		X/X Xxxxxxxx Xxxxx
Xxxxxx		National-Auto 5 Ltd
Lebanon		National/Medstar
Luxembourg		Kroymans Car Rental Holland B.V.
Malaysia		Emasewa Sdn Bhd / Boustead Holdings Bhd
Malta		John’s Garage Ltd
Martinique		Citer S.A.
Mauritius		Agritec Car Hire Ltd
Macedonia		Premium d.o.o.
Mauritania		Citer S.A.
Mexico		Class Rent A Car S.A. de C.V.
Mexico		Xxxxxx Nacionales de Vehiculos S.A. de C.V.
Morocco		Rabat Cartour S.A.
Namibia		CMH Car Hire Trading as National Car Rental
Nicaragua		Autos de Alquiler S.A.
Norway		Bay Industries A.S.
Panama		Servicios Turisticos Panamenos
Paraguay		Amigos S.R.L.
Peru		Copa S.A.
Philippines		International Car Rentals Inc., Philippines
Poland		Filkar Sp. Z.o.o.-National Car Rental
Portugal		Xxxxxx Rent A Car (Dois) Lda
Puerto Rico		Xxxxx International Corp
Qatar		Al Mana Car Rental Enterprises
Romania		National Romania
Saipan		Marianas Rental Corp.

6

Country		Licensee Name
Senegal		La Senegalaise De L’automobile
Singapore		Hong She Motors Pte. Ltd.
Slovak Republic		Czech Auto Rent
Slovenia		Emona Globtour Domestic and International Tourism and Rent A Car Service
South Africa		Combined Motor Holdings Ltd (CMH)
Spain		Autotransporte Touristico Espanol S.A. (ATESA)
St. Barthelemy		Rudma
St. Maarten		Ourista N.V.
Sweden		Bucab Biluthyrning AB
Switzerland		Republic Industries Automotive Rental Group (Switzerland) AG
Thailand		S.M.T. Rent –A-Car Co., Ltd.
Tortola		Tropica Rentals LTD
Turkey		Yes Oto Kiralama Ve Turizm Yatirmlari A.S.
Tunisia		Victory Car SARL
UK		ANC Rental Corp.
United Arab Emirates		Sanam Rent A Car LLC
Yugoslavia		Premium d.o.o.

7

Schedule 3.4

Service Locations

The following are Supported Sites:

Location		Street Address		City		State/ Province		Zip/Postal Code
Reservation Centers
Salt Lake City, UT (R)		000 X 000 Xxxx		Xxxx Xxxx Xxxx		XX		00000
Goose Creek, SC (R)		000 Xx. Xxxxx Xxx.		Xxxxx Xxxxx		XX		00000
Boca Raton, FL (R)		0000 Xxxx Xxxx Xxxxx		Xxxx Xxxxx		XX		00000
Data Center Locations
Fort Lauderdale, FL		0000 XX 00xx Xx		Xxxx Xxxxxxxxxx		XX		00000
Plano Technology Center (PTC)		0000 X. Xxxxx Xxxxxxx		Xxxxx		XX		00000
Richardson Information Management Facility		0000 Xxx Xxx Xxxxx		Xxxxxxxxxx		XX		00000
Xxxxxxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, XX – Plaza		000 Xxxxx Xxxxxxx		Xxxx Xxxxxxxxxx		XX		00000
Boca Raton, FL – T-Xxx (R)		0000 Xxxx Xxxx Xxxxx		Xxxx Xxxxx		XX		00000
Minneapolis, MN (R)		0000 Xxxxxx Xxxxxx		Xxxxxxxxxxx		XX		00000
000 Xxxxxx Xxxxx		000 Xxxxxx Xxxxx		Xxxxxxxxx		Xxx		X0X 0X0

Note to Table: (R) denotes a redundant site as described in Part F of Exhibit B

1

The following are Remote Support Sites:

US NATIONAL REMOTE SUPPORT SITES

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

XXXXXXXXX - XXXXXX XXXXXX

0000 XXXXXX XXXXXX

XXXXXXXXX

XX

00000

ABET01

ALLENTOWN ARPT

LEHIGH VALLEY INTL ARPT

XXXXXXXXX

XX

00000

ABQT01

ALBUQUERQUE ARPT

0000 XXXXXXXXXX XXXXX X

XXXXXXXXXXX

XX

00000

ABRT01

ABERDEEN ARPT

ABERDEEN REGIONAL ARPT

0000 XXXX XXXXXXX 00

XXXXXXXX

XX

00000

ABYT01

ALBANY ARPT

ALBANY SW GEORGIA REGIONAL ARPT

0000 XXXXXX XXXX

XXXXXX

XX

00000

ACTT01

WACO AIRPORT

MADISON XXXXXX AIRPORT

0000 XXXX XXX XXXXX

XXXX

XX

00000

ACVC01

MCKINLEYVILLE *BOOK THROUGH ACVT01*

ARCATA / EUREKA ARPT

0000 XXXXXX XXX.

XXXXXXXXXXXXX

XX

00000

ACVC02

ARCATA *BOOK THROUGH ACVT01*

ARCATA / EUREKA ARPT

XXXXXXXXXXXXX

XX

00000

ACVT01

EUREKA-ARCATA AIRPORT

EUREKA-ARCATA ARPT

0000 XXXXXX XXXXXX

XXXXXXXXXXXXX

XX

00000

AEXT01

ALEXANDRIA ARPT

ALEXANDRIA ARPT

0000 XXXXX XXXXXXXX XX

XXXXXXXXXX

XX

00000

AGST01

AUGUSTA ARPT

XXXXXXX XXXX FIELD ARPT

0000 XXXXXXXX XXX

XXXXXXX

XX

00000

XXXX00

XXXXXXXX - X 00XX XX

0000 X 00XX XX

XXXXXXXX

XX

00000

ALBN02

ALBANY/XXXXXX - XXXXXX ROAD

000 XXXXXX XXXXXX XXXX

XXXXXX

XX

00000

ALBT01

ALBANY COUNTY ARPT

ALBANY COUNTY ARPT

XXXXXX

XX

00000

ALOT01

WATERLOO MUNICIPAL ARPT

WATERLOO MUNICIPAL ARPT

0000 XXXXXXXXXX XXXX

XXXXXXXX

XX

00000

ALOW01

CEDAR FALLS - UNIVERSITY AVE.

CEDAR FALLS

0000 XXXXXXXXXX XXX

XXXXX XXXXX

XX

00000

AMAT01

AMARILLO AIRPORT

AMARILLO INTL AIRPORT

00000 XXXXXXX XXXX

XXXXXXXX

XX

00000

ANAC02

ANAHEIM - WEST KATELLA

ANAHEIM

000 XXXX XXXXXXX

XXXXXXX

XX

00000

ANCC44

ANC ADMIN XXXXXX

0000 XXXX 00XX

XXXXXXXXX

XX

00000

ANCC48

ANCC48 - XXXXXX ONLY

0000 XXXX XXXXX XXXXX

XXXXXXXXX

XX

00000

ANCE02

ANCHORAGE - XXXX 0XX XXXXXX

XXXXXXXXX XXXXXX SALES & SERVICE

0000 XXXX 0XX XXX

XXXXXXXXX

XX

00000

ANCT01

ANCHORAGE ARPT

ANCHORAGE INTL ARPT

0000 XXXX XXXX XXXX XX

XXXXXXXXX

XX

00000

AOHO01

LIMA

0000 XXXX XXXXX XX

XXXX

XX

00000

APFT01

NAPLES ARPT

NAPLES ARPT

000 XXXXXXXX XXXXX

XXXXXX

XX

00000

2

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

XXX ARBOR AIRPORT

XXX ARBOR AIRPORT

000 XXXXXXX XXXXX

XXX XXXXX

XX

00000

ASEO01

ASPEN

THE INN AT ASPEN

00000 XXXXXXX 00

XXXXX

XX

00000

ASLO01

XXXXXXXX

XXXXX CHEV OLDS CADILLAC

0000 XXXX XXX XXXX XXXXX

XXXXXXXX

XX

00000

ATLC48

CORP REG OFF SOUTHEAST

0000 XXXXXXXX XXXXX XXXX

XXXXXXX XXXX

XX

00000

XXXX00

XXXXXXX XXXXXXXXX

0000 XX XXXX X-00 ACCESS ROAD

0000 XX XXXXXXXXXX

XXXXXXX

XX

00000

ATLT01

ATLANTA ARPT (R)

ATLANTA INTL ARPT

0000 XXX XXXXXX XXXX

XXXXXXX

XX

00000

ATWE02

KAUKAUNA - INTOWN DELANGLADE STREET

GUSTMAN CHEV-PONT-OLDS

0000 XXXXXXXXXX XXXXXX

XXXXXXXX

XX

00000

ATWT01

APPLETON ARPT

OUTAGAMIE COUNTY ARPT

000 XXXXXXXXXX XX

XXXXXXXX

XX

00000

AUMC39

AUSTIN/HORMEL CO. ONLY

HORMEL

XXXXXX

XX

00000

AUST01

XXXXXX XXXXXXXXX INTL ARPT (R)

XXXXXX XXXXXXXXX INTL ARPT

0000 XXXXXXXXXXXX XXXXX #000

XXXXXX

XX

00000

AVLC02

ASHEVILLE DOWNTOWN

00 XXXX XXXXXX

XXXXXXXXX

XX

00000

AVLT01

ASHEVILLE ARPT

ASHEVILLE ARPT

000 XXXXXXX XX

XXXXXXXX

XX

00000

AVPT01

SCRANTON INTL ARPT

XXXXXX - XXXXX /

SCRANTON INTL ARPT

XXXXX

XX

00000

AZOT01

KALAMAZOO ARPT

KALAMAZOO/BATTLE CR INTL

0000 XXXXXXX XXXX

XXXXXXXXX

XX

00000

BCTC01

BOCA RATON

0000 X. X. 0XX XXXXXX

XXXX XXXXX

XX

00000

BCTC39

SIEMENS CORPORATE/BOCA RATON

0000 XXXXXX XXXXX XXXXXXX XX X00

XXXX XXXXX

XX

00000

BDLC41

XXXXXX XXXXX - XXXXXXX ONLY

XXXXXX XXXXX INSTRUMENTS

000 XXXXXXXXXX XXX

XXXXXXX

XX

0000

BDLC43

OXFORD - DOW CHEMICAL ONLY !!

KEYSTONE AVIATION

000 XXXXXXXXX XXXXXX

XXXXXX

XX

0000

BDLT01

HARTFORD ARPT

XXXXXXXX XXXXXXX INTL ARPT

WINDSOR LOCKS

CT

6096

BFLT01

BAKERSFIELD ARPT

XXXXXXX FIELD-XXXX ARPT

0000 XXXXXX XXXXX

XXXXXXXXXXX

XX

00000

XXXX00

XXXXXXXXXX ARPT

XXXXXX COUNTY ARPT

E.A. LINK FIELD

BINGHAMTON

NY

13902

XXXX00

XXXXXX ARPT

BANGOR INTL ARPT

000 XXXXXXX XXXX, XXX 0

XXXXXX

XX

4401

XXXX00

XXXXXXXXXX ARPT

BIRMINGHAM ARPT

0000 XXXXXX XXXXXXX XXXXXXX

XXXXXXXXXX

XX

00000

3

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

BIL AIRPORT XXXXXX

XXXXXXXX XXXXX FIELD INTL ARPT

XXXXXXXX

XX

00000

BILT01

BILLINGS ARPT

XXXXXXXX XXXXX FIELD INTL ARPT

XXXXXXXX

XX

00000

BJIT01

BEMIDJI ARPT

BEMIDJI BELTRAMI ARPT

0000 XXXXXX XX

XXXXXXX

XX

00000

BMGC01

BLOOMINGTON - BUICK CADILLAC BLVD

2850 BUICK XXXXXXXX XXXX

XXXXXXXXXXX

XX

00000

BMIT01

BLOOMINGTON ARPT

0000 XXXX XXXXX

XXXXX 000

XXXXXXXXXXX

XX

00000

BNAT01

NASHVILLE ARPT

XXXXXXXXX XXXX XXXX

XXXXXXXXX

XX

00000

BOIT01

BOISE MUNICIPAL ARPT

BOISE MUNICIPAL ARPT

0000 XXXX XXX

XXXXX

XX

00000

BOSN02

CAMBRIDGE - MASSACHUSETTS AVE

0000 XXXXXXXXXXXXX XXX

XXXXXXXXX

XX

0000

BOST01

BOSTON INTL ARPT (R)

BOSTON XXXXX INTL ARPT

BOSTON

MA

2128

BPTC39

ENERGY COUNTRY FORD/BEAUMONT

0000 XXXX XXXX XXX

XXXX XXXXXX

XX

00000

BPTT01

BEAUMONT/PORT XXXXXX

0000 XXXXXXX XXXXX

XXX 000

XXXXXXXX

XX

00000

BRDT01

BRAINERD ARPT

BRAINERD COUNTY ARPT

00000 XXXXXXX XXXX, XXXXX #0

XXXXXXXX

XX

00000

BTRC39

DOW CHEMICAL

0000 XXXXXXX XXXXXXXX

XXXXX XXXXX

XX

00000

BTRT01

BATON ROUGE ARPT

BATON ROUGE METROPOLITAN ARPT

0000 XXXXXX XXXXXXX XX

XXXXX XXXXX

XX

00000

BTVC48

BURLINGTON XXXXXX

0000 XXXXXXXXX XX

XXXXXXXXXX

XX

0000

XXXX00

XXXXXXXXXX ARPT

BURLINGTON ARPT

0000 XXXXXXX XXXXX #00

XXXXX XXXXXXXXXX

XX

0000

BUFT01

BUFFALO ARPT

BUFFALO INTL ARPT

XXXXXXX

XX

00000

BURT01

BURBANK ARPT

HOLLYWOOD BURBANK ARPT

0000 XXXXXXXXX XXX

XXXXXXX

XX

00000

BWIC45

BALTIMORE - TB ADMIN

000 XXXXXXXX XXXXXXX XXXX

XXXXXXXXX

XX

00000

BWIT01

BALTIMORE ARPT

BALTIMORE-WASHINGTON ARPT

XXXXXXXXX

XX

00000

BZNT01

BOZEMAN ARPT

BOZEMAN GALLATIN FIELD

BELGRADE

MT

59714

BZTT01

BRAZORIA COUNTY AIRPORT

000 XXXXXX XXXX

XXXXXXXX

XX

00000

CAET01

COLUMBIA ARPT

COLUMBIA METRO ARPT

0000 XXXXXXX XXXXX

XXXX XXXXXXXX

XX

00000

4

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

XXXXX/XXXXXX ARPT

AKRON / CANTON ARPT

0000 XXXXXXX XXXX

XXXXX XXXXXX

XX

00000

CCRT01

CONCORD - XXXX XXXXX DRIVE

XXXXXXXX AIRFIELD

000 XXXX XXXXX XXXXX XXX 00

XXXXXXX

XX

00000

CDCT01

CEDAR CITY ARPT

CEDAR CITY ARPT

0000 XXXXX XXXX

XXXXX XXXX

XX

00000

CGIT01

CAPE GIRARDEAU ARPT

CAPE GIRARDEAU REGIONAL ARPT

XX XXX 000

XXXX XXXXXXXXX

XX

00000

CHAC49

CHA ARPT WALK-UP

XXXXXX FIELD

0000 XXXXXXX XXXX

XXXXXXXXXXX

XX

00000

CHAT01

CHATTANOOGA ARPT

XXXXXX FIELD

0000 XXXX XX

XXXXXXXXXXX

XX

00000

CHIC02

CHICAGO - NORTH LASALLE

THE CONCOURSE

000 XXXXX XXXXXXX

XXXXXXX

XX

00000

CHIS04

XXXXXX - SOUTH HALSTED

00000 XXXXX XXXXXXX

XXXXXX

XX

00000

CHON02

CHARLOTTESVILLE - GREENBRIER XX

XXXXXXXX SERVICE

00 X & XXXXXXXXXX XX

XXXXXXXXXXXXXXX

XX

00000

CHOT01

CHARLOTTESVILLE ARPT

CHARLOTTESVILLE ARPT

000 XXXXX XXXX

XXXXXXXXXXXXXXX

XX

00000

XXXX00

XXXXXXXXXX ARPT

CHARLESTON INTL ARPT

XXXXXXXXXX

XX

00000

CIDC02

CEDAR RAPIDS - 1ST AVE NORTHEAST

0000 0XX XXX XX

XXXXX XXXXXX

XX

00000

CIDC44

CIDC44 - ADMIN

0000 00XX XX #0

XXXXX XXXXXX

XX

00000

XXXX00

XXXXXXX XXXX XXXXXXX

XXXXXXX XXXX AIRPORT

0000 XXXXXX XXXXXXXX XXXX XX

XXXXX XXXXXX

XX

00000

CKVC01

CLARKSVILLE - COLLEGE STREET

000 XXXXXXX XXXXXX

XXXXXXXXXXX

XX

00000

CLEC02

CLEVELAND AIRCRAFT

BUSINESS AIRCRAFT CENTER

00000 XXXXXXXXX XXX

XXXXXXXXX

XX

00000

XXXX00

XXXXXXXXX ARPT

CLEVELAND XXXXXXX ARPT

00000 XXXXXXXXX XXX

XXXXXXXXX

XX

00000

CLTT01

CHARLOTTE ARPT

XXXXXXX INTL ARPT

0000 XXXXXX XXXX

XXXXXXXXX

XX

00000

CLUC01

COLUMBUS - 25TH ST

0000 00XX XXXXXX

XXXXXXXX

XX

00000

CMHT01

COLUMBUS ARPT

PORT COLUMBUS INTL ARPT

0000 XXXXXXXXXXXXX XXXX

XXXXXXXX

XX

00000

CMIC02

CHAMPAIGN - X. XXXXX AVENUE

000 X. XXXXX XXXXXX

XXXXXXXXX

XX

00000

CMIT01

CHAMPAIGN ARPT - XXXXX

XXXXXXX XXXX

# 00 XXXXXXX XX

XXXXX

XX

00000

CMXT01

HOUGHTON/HANCOCK/CALUMET ARPT

HOUGHTON COUNTY APT

00000 XXXXXXX XXXX XXX 000

XXXXXXX

XX

00000

COIC06

COCOA BEACH - N ATLANTIC AVE

COCOA BEACH

0000 X. XXXXXXXX XXX

XXXXX XXXXX

XX

00000

5

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

XXXXXXXX XXXXXXX ARPT

COLORADO SPRINGS ARPT

0000 X. XXXXXXX XX

XXXXXXXX XXXXXXX

XX

00000

CRPT01

CORPUS CHRISTI ARPT

CORPUS CHRISTI INTL ARPT

0000 XXXX XXXXX

XXXXXX XXXXXXX

XX

00000

CRWC39

DOW CHEMICAL EXECUTIVE AIR

EXECUTIVE AIR

000 XXXXX XXXXXXXX XXXX

XXXXXXXXXX

XX

00000

CRWT01

CHARLESTON ARPT

XXXXXX COUNTY ARPT

XXXXXXXXXX

XX

00000

CSGC01

COLUMBUS, GA IN TOWN

0000 XXXXX XXXXX

XXXXXXXX

XX

00000

CSGT01

COLUMBUS METRO ARPT

COLUMBUS METRO ARPT

XXXXXXXX

XX

00000

CVGC39

SPRINGDALE - SHERATON LANE

BEST WESTERN HOTEL

00000 XXXXXXXX XXXX

XXXXXXXXXX

XX

00000

CVGT01

CINCINNATI ARPT

GREATER CINCINNATI ARPT

0000 XXXXXX XXXX

XXXXXX

XX

00000

CWAN01

WAUSAU *BOOK THROUGH CWAT01*

WAUSAU/CENTRAL WISCONSIN AIRPORT

000 XXX XX.#000

XXXXXXX

XX

00000

CWAT01

MOSINEE ARPT

CENTRAL WISCONSIN ARPT

000 XXX XX XXX 000

XXXXXXX

XX

00000

DABT01

DAYTONA BEACH ARPT

DAYTONA BEACH ARPT

000 XXXXXXXX XX.

XXXXXXX XXXXX

XX

00000

DALT02

DALLAS LOVE FIELD ARPT

DALLAS LOVE FIELD

0000 XXXXXXX XXXXXX

XXXXXX

XX

00000

DAYT01

DAYTON ARPT

DAYTON INTL ARPT

XXXXXXXX

XX

00000

DBQT01

DUBUQUE REGIONAL ARPT

DUBUQUE REGIONAL ARPT

00000 XXXXXXX XX

XXXXXXX

XX

00000

DCAT01

WASHINGTON XXXXXX ARPT

WASHINGTON XXXXXX ARPT

XXXXXXXXXX XX

XX

00000

DENE02

DENVER - XXXXX ROAD

0000 XXXXX XX

XXXXXX

XX

00000

DENT01

DENVER ARPT (R)

DENVER INTL ARPT

00000 XXXX 00XX XXX

XXXXXX

XX

00000

DFWN01

PLANO

0000 XXXXX XXXXXXX XXXXXXXXXX

XXXXX

XX

00000

DFWT01

DALLAS/FT WORTH ARPT (R)

DALLAS/FT WORTH ARPT

XXXXXX

XX

00000

DHNT01

DOTHAN ARPT

DOTHAN HOUSTON COUNTY ARPT

000 XXXX XX XXX 00

XXXXXX

XX

00000

DLHT01

DULUTH ARPT

DULUTH INTL ARPT

0000 XXXXXXX XX.

XXXXXX

XX

00000

DROC01

DURANGO - MAIN AVENUE

XXXXXXX HOTEL

000 XXXX XXXXXX

XXXXXXX

XX

00000

DROC02

DURANGO - CAMINO DEL RIO

000 XXXXXX XXX XXX

XXXXXXX

XX

00000

DROT01

DURANGO ARPT

DURANGO LA PLATA CNTY ARPT

0000 XXXX XX #00

XXXXXXX

XX

00000

DSMC01

DES MOINES SE SUBURB

0000 XX 00 XX

XXX XXXXXX

XX

00000

6

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

XXX XXXXXX INTL ARPT

DES MOINES INTL ARPT

FLEUR DRV & ARMY XXXX XX

XXX XXXXXX

XX

00000

DSMW01

CLIVE

00000 XXXXXXX XXXXX

XXXXX # 0

XXXXX

XX

00000

DTTC39

DETROIT/GM SHUTTLE ONLY

GM AIR TRANS,BLDG 000,

X XXX XX, XX XXX 00000

XXXXXXX

XX

00000

XXXX00

XXXXXXXXXX

00000 XXXXXXXXX XXXX

XXXXXXXXXX

XX

00000

DTWT01

DETROIT METRO ARPT (R)

DETROIT METRO ARPT

XXXX 000, XXXXX XXXXX

XXXXXXX

XX

00000

DXRC39

DANBURY - DOW CHEMICAL/HONEYWELL

CORPORATE CENTER

00 XXX XXXXXXXXXXX XXXX

XXXXXXX

XX

0000

EENO01

KEENE

000 XXXX XX

XXXXX

XX

0000

EENW02

BRATTLEBORO - XXXXXX XXXX

000 XXXXXX XXXX

XXXXXXXXXXX

XX

0000

EGET01

VAIL/EAGLE COUNTY/GYPSUM

EAGLE COUNTY AIRPORT

0000 XXXXX XXXXXX XXXX

XXXXXX

XX

00000

ELMT01

ELMIRA ARPT

ELMIRA / CORNING REGIONAL ARPT

000 XXXXXXXX XXXX

XXXXXXXXXX

XX

00000

ELPT01

EL PASO ARPT

EL PASO INTL ARPT

XX XXXX

XX

00000

ERIT01

ERIE ARPT

ERIE INTL ARPT

ERIE

PA

16505

ERVC01

KERRVILLE - MAIN STREET

000 XXXX XXXXXX

XXXXXXXXX

XX

00000

ESCT01

ESCANABA ARPT

DELTA COUNTY ARPT

0000 XXXX XXXX

XXXXXXXX

XX

00000

EUGT01

EUGENE ARPT

XXXXXX XXXXX FIELD

00000 XXXXXXX XXXXX XXX 0

XXXXXX

XX

00000

EVVC02

TRI-STATE AERO

EVANSVILLE REGIONAL ARPT

0000 XXXXXXX XX. XXX 00

XXXXXXXXXX

XX

00000

EVVT01

EVANSVILLE AIRPORT

EVANSVILLE REGIONAL ARPT

0000 XXXXXXX XX. XXX 00

XXXXXXXXXX

XX

00000

EWNT01

NEW BERN ARPT

XXXXXX COUNTY REGIONAL ARPT

000 XXXXXXXX XXXXX

XXX XXXX

XX

00000

EWRC45

EWRC45 — ADMIN (R)

000 XXXXX XXXXXX

XXXXXX

XX

0000

EWRS02

KEYPORT - XXX 00 & XXXXX XXXXX

XXXXXXX 00 & MAPLE PLACE

KEYPORT

NJ

7735

EWRS03

XXXXXX - XXXX AVE

XXXX REALTY

00 XXXX XXX

XXXXXX

XX

0000

EWRT01

NEWARK ARPT (R)

NEWARK INTL XXXX

XXXXXXXX 00

XXXXXX

XX

0000

EYWO01

KEY WEST

0000 XXXXX XXXXXXXXX XXXX

XXX XXXX

XX

00000

FAIC02

FAIRBANKS INTOWN

0000 XXXXX XXXXXX

XXXXXXXXX

XX

00000

FAIT01

FAIRBANKS

0000 XXXXXXX XXX

XXXXXXXXX

XX

00000

7

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

FARGO ARPT

XXXXXX AIRPORT

0000 00XX XXXXXX XX

XXXXX

XX

00000

FATT01

FRESNO ARPT

FRESNO AIR TERMINAL

0000 X. XXXXXXX XXXXXX

XXXXXX

XX

00000

FAYT01

FAYETTEVILLE ARPT

FAYETTEVILLE ARPT

0000 XXXXXXXXX XXXX

XXXXXXXXXXXX

XX

00000

FCAT01

GLACIER PARK INTL AIRPORT

GLACIER PARK INTL AIRPORT

0000 XXXXXXX 0 XXXX

XXXXXXXXX

XX

00000

FLGC02

FLAGSTAFF - EAST LUCKY LANE

HOLIDAY INN

0000 XXXX XXXXX XXXX

XXXXXXXXX

XX

00000

FLGT01

FLAGSTAFF ARPT

FLAGSTAFF XXXXXXX FIELD ARPT

0000 X. XXXXXXX XXXXX

XXXXXXXXX

XX

00000

FLLT01

FT LAUDERDALE INTL ARPT (R)

FT LAUDERDALE INTL ARPT

0000 XXXXX XXXX XXXX

XXXXX

XX

00000

FLOT01

FLORENCE ARPT

XXXXXXXX REGIONAL ARPT

0000 XXXXXXXX XX

XXXXXXXX

XX

00000

FMHC01

FALMOUTH - DEPOT AVENUE

00 XXXXX XXXXXX

XXXXXXXX

XX

0000

FNTT01

FLINT ARPT

XXXXX XXXXXX ARPT

G 0000 XXXX XXXXXXX XX

XXXXX

XX

00000

FSDC01

SIOUX FALLS - S XXXXXX AVE

SIOUX FALLS

0000 X XXXXXX XXX

XXXXX XXXXX

XX

00000

FSDT01

SIOUX FALLS ARPT

XXX XXXX FIELD

0000 XXXXXX XXXX

XXXXX XXXXX

XX

00000

FSMT01

FT XXXXX ARPT

FORT XXXXX MUNICIPAL ARPT

0000 XXXXXXXX XXXX-XXX 000

XX XXXXX

XX

00000

FWAC49

FWAC49 - XXXXXX ONLY

0000 X. XXXXXXXX XX

XXXX XXXXX

XX

00000

FWAT01

FT XXXXX INTL ARPT

FT XXXXX INTL ARPT

0000 X.XXXXXXXX XX

XXXX XXXXX

XX

00000

FYVT01

BOOK XNAT01 FOR FAYETTEVILLE

0000 XXXXX XXXXXXX

XXXXXXXXXXXX

XX

00000

GAIC39

GAITHERSBURG/BECHTEL ONLY

NATIONAL CAR RENTAL

0000 XXXXXXXXXX XXXX

XXXXXXXXXXXX

XX

00000

GEGT01

SPOKANE ARPT

SPOKANE INTL ARPT

XXXXXXX

XX

00000

GFKC48

GRAND FORKS PREP CENTER

0000 XXXXX XXXXXXXXXX

XXXXX XXXXX

XX

00000

GFKT01

GRAND FORKS ARPT

XXXX XXXXXXX INTL ARPT

0000 XXXXXXX XX #0

XXXXX XXXXX

XX

00000

GGGT01

LONGVIEW ARPT

XXXXX COUNTY ARPT

XXXXX 0

XXXXXXXX

XX

00000

GJTT01

GRAND JUNCTION ARPT

GRAND JUNCTION XXXXXX FIELD ARPT

XXXXX XXXXXXXX

XX

00000

GNVT01

GAINESVILLE ARPT

GAINESVILLE REGIONAL ARPT

0000 X.X.00XX XXX/XXX X

XXXXXXXXXXX

XX

00000

GPTT01

GULFPORT ARPT

GULFPORT-BILOXI ARPT

00000 XXXXXXX XXXX

XXXXXXXX

XX

00000

GRBT01

GREEN BAY ARPT

XXXXXX XXXXXXXX ARPT

0000 XXXX XXXXX

XXXXX XXX

XX

00000

8

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

XXXXX XXXXXX

0000 XXXXX XXXXX XXXXXX

XXXXX X

XXXXX XXXXXX

XX

00000

GRRT01

GRAND RAPIDS ARPT

XXXXXX X. XXXX INTL ARPT

0000-00XX XXXXXX XX

XXXXX XXXXXX

XX

00000

GSOT01

GREENSBORO ARPT

PIEDMONT TRIAD INTL ARPT

0000 XXXXX XXXX

XXXXXXXXXX

XX

00000

GSPC02

GREENVILLE - N PLEASANTBURG DR

000 X XXXXXXXXXXXX XX

XXXXXXXXXX

XX

00000

GSPS03

GREENVILLE

0000 XXXXXXX XX

XXXXX

XX

00000

GSPT01

GREENVILLE SPARTANBURG ARPT

NATIONAL CAR RENTAL

000 XXXXXXXX XX XXXXX 00

XXXXX

XX

00000

GTFT01

GREAT FALLS INTL ARPT

GREAT FALLS INTL ARPT

0000 XXXXXXXX XXXXX

XXXXX XXXXX

XX

00000

GYYE03

PORTAGE - XXXXXX XX

0000 XXXXXX XX

XXXXXXX

XX

00000

GYYO01

GARY

0000 XXXXX XXXXXXXX

XXXX

XX

00000

HDQT01

GDS TEST LOCATION

MINNEAPOLIS ARPT

XXXXXXXXXXX

XX

00000

HHHT01

HILTON HEAD ARPT

HILTON HEAD ARPT

000 XXXXX XXXX XX

XXXXXX XXXX

XX

00000

HLNT01

HELENA REGIONAL ARPT

HELENA REGIONAL ARPT

HELENA

MT

59601

HNLC01

HONOLULU - ALA MOANA BLVD

HONOLULU - ALA MOANA BLVD

0000 XXX XXXXX XXXX

XXXXXXXX

XX

00000

HNLC48

CORP REGION OFFICE - HAWAII

0000 XXXXXXX XXXX.

XXXXX 000

XXX XXXXXXX

XX

00000

HNLR07

HONOLULU - KAHALA AVENUE

ATTN: NATIONAL CAR RENTAL

0000 XXXXXX XXXXXX

XXXXXX XXXXXXXX

XX

00000

HNLT01

HONOLULU ARPT

HONOLULU INTL ARPT

0000 XXXXXX XX

XXXXXXXX

XX

00000

HOBT01

HOBBS ARPT

XXX COUNTY ARPT

STAR XXXXX X

XXXXX

XX

00000

HOUC39

HOUSTON/CONOCO ONLY

CONOCO OIL COMPANY

00000 XXX XXXX

XXXXXXX

XX

00000

HOUC42

DOW CHEMICAL

000 X. XXX XXXXXXX XXXXXXX

XXXXXXX

XX

00000

HOUS13

HOUSTON - WESTHEIMER RD

DOUBLE TREE GUEST STES

0000 XXXXXXXXXX XX

XXXXXXX

XX

00000

HOUT02

HOUSTON HOBBY AIRPORT

HOUSTON HOBBY ARPT

0000 XXXXXXX XXXX

XXXXXXX

XX

00000

HOUW05

HOUSTON - NORTH DAIRY ASHFORD

CONOCO GAS / CONVENIENCE

000 XXXXX XXXXX XXXXXXX

XXXXXXX

XX

00000

HPNC40

STAMFORD - XEROX ONLY

000 XXXX XXXXX XXXX

XXXXXXXX

XX

0000

HPNE03

STAMFORD - MAIN ST

HOLIDAY INN

000 XXXX XX

XXXXXXXX

XX

0000

XXXX00

XXXXXXXXXXX XXXXXX ARPT

WESTCHESTER COUNTY ARPT

000 XXXXXXX XXXX XXX 000

XXXXX XXXXXX

XX

00000

9

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

XXXXXXXXX ARPT

VALLEY INTL XXXX

XXXXXXXX XXXXXXXX

XXXXXXXXX

XX

00000

HSIO01

HASTINGS

HOLIDAY INN HOTEL

0000 XXXXXXX XXXXX

XXXXXXXX

XX

00000

HSVT01

HUNTSVILLE ARPT

HUNTSVILLE ARPT

0000 XXXXXXXXXX XXXX

XXXXXXXXXX

XX

00000

XXXX00

XXXXX XXXXX - X 0XX XX

0000 X 0XX XX

XXXXX XXXXX

XX

00000

XXXX00

XXX XXXXX - XXXXX XX

000 XXXXX XXXXXX

XXX XXXXX

XX

0000

HVNE01

BRANFORD - NORTH MAIN

00 XXXXX XXXX

XXXXXXXX

XX

0000

XXXX00

XXXXXXXXXXX - N COLONY ST

000 XXXXX XXXXXX XX

XXXXXXXXXXX

XX

0000

HYAO01

HYANNIS

000 XXXXXXXXX XX

XXXXXXX

XX

0000

HYAW01

XXXXXX - XXXXXXXXX BLVD

000 XXXXXXXXX XXXX.

XXXXXX

XX

0000

IADT02

WASHINGTON DULLES INTL ARPT

WASHINGTON DULLES INTL ARPT

00000 XXXXXXXXX XX

XXXXXX

XX

00000

IAHC48

HOUSTON XXXXXX

0000 X XXXXXXX 0

XXXXXXX

XX

00000

IAHT01

HOUSTON INTL ARPT (R)

HOUSTON INTL ARPT

0000 XXXX XXXXXXX XXXXXXX

XXXXXXX

XX

00000

ICTT01

WICHITA ARPT

WICHITA MID-CONTINENT ARPT

XXXXXXX

XX

00000

IDAT01

IDAHO FALLS ARPT

0000 XXXXX XXXXXXX XXXXX #00

XXXXXXX XXXXX XXXXXXX

XXXXX FALLS

ID

83402

ILEC01

KILLEEN - S FT HOOD STREET

NATIONAL CAR RENTAL

000 XXXXX XX XXXX XXXXXX

XXXXXXX

XX

00000

ILET01

KILLEEN ARPT

KILLEEN MUNICIPAL ARPT

0000 XXXXXXX XXXXX

XXXXXXX

XX

00000

ILGT01

WILMINGTON ARPT

NEW CASTLE COUNTY APRT

000 XXXXX XXXXXX XXX. (RT. 13)

XXX XXXXXX

XX

00000

XXXX00

XXXXXXXXXX ARPT

WILMINGTON INT’L AIRPORT

0000 XXXXXXX XXXX.

XXXXXXXXXX

XX

00000

INDC03

INDIANAPOLIS - BEECHCRAFT HANGAR

INDIANAPOLIS RAYTHEON

INDIANAPOLIS INTL ARPT

XXXXXXXXXXXX

XX

00000

INDC05

GREENWOOD - SOUTH XX 00

0000 XX 00 XXXXX

XXXXXXXXX

XX

00000

INDC07

INDIANAPOLIS - PIKE PLAZA

0000 XXXX XXXXX XXXX

XXXXXXXXXXXX

XX

00000

INDC39

DOW AGRO SCIENCES

0000 X XXXXXXXXXX XX

XXXXXXXXXXXX

XX

00000

INDC40

DOW AGRO SCIENCES

0000 XXXXXXX XX.

XXXXXXXXXXXX

XX

00000

INDC44

INDC44 - ADMIN

0000 XXXX XXXXXXXXXX XX

XXXXXXXXXXXX

XX

00000

INDC49

INDC49 - XXXXXX ONLY

SIGNATURE FLIGHT SUPPORT

0000 XXXXXX XXXXX

XXXXXXXXXXXX

XX

00000

10

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

XXXXXX - E 116TH ST

0000 XXXX 000XX XX

XXXXXX

XX

00000

INDT01

INDIANAPOLIS ARPT

INDIANAPOLIS INTL ARPT

0000 XXXX XXXXXXX

XXXXXXXXXXXX

XX

00000

INDW06

INDIANAPOLIS - W WASHINGTON STREET

TRUCK & VAN CENTER

0000 XXXX XXXXXXXXXX XX

XXXXXXXXXXXX

XX

00000

INLC44

INLC44 - ADMIN

0000 XXX 00 XXXXX

XXXXXXXXXXXXX XXXXX

XX

00000

INLT01

INTERNATIONAL FALLS XXXX

XXXX XXXXX XXXX

XXXXXXXXXXXXX XXXXX

XX

00000

ITHC03

ITHACA - WEST STATE STREET

EDDIE’S SUPER SERVICE

000 XXXX XXXXX XXXXXX

XXXXXX

XX

00000

XXXX00

XXXX XXXX

XXXX XXXX

XXXX

XX

00000

JANT01

JACKSON ARPT

XXXXX X XXXXXXXX FIELD

000 XXXXX XXXXXX XXXXX

XXXXXXX

XX

00000

JAXC04

JACKSONVILLE - ATLANTIC BLVD

00000 XXXXXXXX XXXX XXX 0

00000 XXXXXXXX XXXX

XXXXXXXXXXXX

XX

00000

JAXC39

CSX - HANGAR

YOUNG DRIVE

CSX HANGAR

XXXXXXXXXXXX

XX

00000

JAXT01

JACKSONVILLE INTL ARPT

JACKSONVILLE INTL ARPT

XXXXXXXXXXXX

XX

00000

JBKC48

JBKC48 - XXXXXX ONLY

000 XXXXXXXXXX XXX

XXXXXXXX

XX

00000

JFKT01

JFK ARPT

XXXX X. XXXXXXX INTL ARPT

XXXX. 000, XXXXXXX XXXXXX

XXXXXXX

XX

00000

JHMO01

KAANAPALI

KAANAPALI XXXXXXXXXXXXXX

XXXXXX XXXX 00

XXXXXXXXX/XXXX

XX

00000

JNUT01

JUNEAU INTL ARPT

JUNEAU INTL ARPT

0000 XXXXX XXXXXXX XXXXX

XXXXXX

XX

00000

JOTC01

JOLIET - X. XXXXXXXXX STREET

0000 X. XXXXXXXXX XX

XXXXXX

XX

00000

KOAT01

XXXX XXXX

XXXXXXX XXXX

XXXX

XX

00000

KPDC08

KING OF PRUSSIA - N XXXXXXXXX XX

VALLEY FORGE CAR WASH

000 XXXXX XXXXXXXXX XX

XXXX XX XXXXXXX

XX

00000

LAFT01

LAFAYETTE ARPT

LAFAYETTE ARPT

PURDUE UNIVERSITY ARPT

XXXX XXXXXXXXX

XX

00000

LANT01

LANSING ARPT

LANSING CAPITOL CITY ARPT

XXXXXXX

XX

00000

LAST01

LAS VEGAS ARPT

MCCARRAN INTL ARPT

0000 XXXXXXX XXXX

XXX XXXXX

XX

00000

LAXC48

CORP REGION OFFICE - WEST

0000 XXXXXXX XXXX.

XXXXX 000

XXX XXXXXXX

XX

00000

LAXT01

LOS ANGELES INTL ARPT (R)

LOS ANGELES INTL ARPT

0000 XXXXXXX XXXX

XXX XXXXXXX

XX

00000

LBBT01

LUBBOCK ARPT

LUBBOCK INTL ARPT

XXXXXXX

XX

00000

LBFT01

NORTH PLATTE ARPT

XXX XXXX FIELD

54OO XXXX XXX XXXX XXXXX, XXX 0

XXXXX XXXXXX

XX

00000

11

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

XXXX XXXXXXX ARPT

LAKE XXXXXXX ARPT

XXXX XXXXXXX

XX

00000

XXXX00

XXXX XXXXXXX ARPT

W LEBANON MUNICIPAL ARPT

0 XXXXXXX XXXX

X XXXXXXX

XX

0000

LEXT01

LEXINGTON ARPT

BLUEGRASS FIELD

0000 XXXXXXXX XXXXX XXX 000

XXXXXXXXX

XX

00000

LFTT01

LAFAYETTE ARPT

LAFAYETTE REGIONAL ARPT

000 XXXXXXXX XXXXX

XXXXXXXXX

XX

00000

LGAT02

LAGUARDIA ARPT

LA GUARDIA ARPT

00-00 XXXXXXX XXXX

XXXX XXXXXXXX

XX

00000

LGBT01

LONG BEACH ARPT

LONG BEACH ARPT

0000 XXXXXX XXXXXXX XXXXX

XXXX XXXXX

XX

00000

LIHT01

LIHUE ARPT

LIHUE ARPT

LIHUE

HI

96766

XXXX00

XXXX00 - ADMIN

LITTLE ROCK - ROOSEVELT ROAD

0000 XXXX XXXXXXXXX XXXX

XXXXXX XXXX

XX

00000

LITN02

NORTH LITTLE ROCK

NATIONAL CAR RENTAL

0000 XXXX XXXXXX

XXXXX XXXXXX XXXX

XX

00000

LITT01

LITTLE ROCK ARPT

LITTLE ROCK ARPT

#0 XXXXXXX XXXXX

XXXXXX XXXX

XX

00000

LNKT01

LINCOLN ARPT

LINCOLN MUNICIPAL ARPT

0000 X. XXXXX / XXX 000

XXXXXXX

XX

00000

LRDT01

LAREDO INTL ARPT

LAREDO INTL ARPT

0000 XXX XXXXXXX XXXX# 0

XXXXXX

XX

00000

LSEC44

LSEC44 - ADMIN

0000 XXXXXXX XXXXX

XXXXXXXX

XX

00000

LSET01

LA CROSSE MUNICIPAL ARPT

LA CROSSE MUNICIPAL ARPT

0000 XXXX XXXX

XX XXXXXX

XX

00000

LVKC24

LIVERMORE - XXXX XXXXXX

XXXXXXXXX XXXX XXXXXX SERVICES

0000 XXXX XXXXXX

XXXXXXXXX

XX

00000

XXXX00

XXXXXXXXX ARPT

GREENBRIER VALLEY ARPT

XX XXXXX 000 XXXXX

XXXXXXXXX

XX

00000

XXXX00

XXXXXXX-XXXXXX ARPT

MIDLAND-ODESSA ARPT

XXXXXXX

XX

00000

MBLT01

MANISTEE

BLACKER AIRPORT

0000 XXXXXXX XXXX

XXXXXXXX

XX

00000

MBSC01

SAGINAW - STATE STREET

MCDONALD PONTIAC CADILLAC GMS

0000 XXXXX XX

XXXXXXX

XX

00000

MBSC39

DOW CORNING

MAIN CLOCK ROOM AURBURN

XXXXXXX

XX

00000

MBSE39

DOW CORNING

AURBURN SITE

XXXXXXX

XX

00000

MBSE40

DOW CORNING

DC2 AURBURN

XXXXXXX

XX

00000

MBSE41

DOW CORNING

HANGER 4 AURBURN

XXXXXXX

XX

00000

MBSE42

DOW CORNING

HEMLOCK SEMI CONDUCTOR

XXXXXXX

XX

00000

MBSE43

DOW CORNING

XXXXXXX XXXXXXX

XXXXXXX

XX

00000

12

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

DOW CHEMICAL

0000 XXXXXXXX

XXXXXXX

XX

00000

MBSN40

DOW CHEMICAL

00 XXXXXXXX

XXXXXXX

XX

00000

MBSN41

DOW CHEMICAL

XXXX 00

XXXXXXX

XX

00000

MBSN42

DOW CHEMICAL

GATE 76

XXXXXXX

XX

00000

MBSN43

DOW CHEMICAL

XXXXXX LAB

XXXXXXX

XX

00000

MBST01

SAGINAW - MBS AIRPORT

MBS AIRPORT

0000 XXXXXXXX XX

XXXXXXX

XX

00000

MBSW39

DOW CHEMICAL

000 XXXXXX

XXXXXXX

XX

00000

MBSW40

DOW CHEMICAL

HANGER 5

XXXXXXX

XX

00000

MBSW41

DOW CORNING

DC2

XXXXXXX

XX

00000

MBSW42

DOW CORNING

MAIN CLOCKROOM

XXXXXXX

XX

00000

MBSW43

DOW CORNING

HANGER 4

XXXXXXX

XX

00000

MCIT01

KANSAS CITY ARPT

KANSAS CITY INTL ARPT

000 XXX XXXX

XXXXXX XXXX

XX

00000

MCNT01

MACON MUNICIPAL AIRPORT

XXXXX X. XXXXXX ARPT

0000 XXXXXXXX XXX

XXXXX

XX

00000

MCOT01

ORLANDO INTL ARPT (R)

ORLANDO INTL ARPT

XXXXXXX

XX

00000

MDTC39

HARRISBURG XXXXXXXXX COMPANY ONLY

BUILDING 00

XXXXXXXXXX XXXX XXXXXXX

XXXXXXXXXX

XX

00000

MDTC48

HARRISBURG XXXXXXXX

00XX & XXXXXX XXXXXX

XXXXXXXXXX

XX

00000

MDTT01

HARRISBURG ARPT

XXXXXXXXXX XXXX XXXX

XXXXXXXX XXXXXXXX

XXXXXXXXXX

XX

00000

MDWT02

CHICAGO MIDWAY ARPT (R)

MIDWAY ARPT

0000 X 00XX XXXXXX

XXXXXXX

XX

00000

MEMT01

MEMPHIS ARPT

MEMPHIS INTL ARPT

0000 XXXXXX XXXX

XXXXXXX

XX

00000

MFET01

MCALLEN INTL ARPT

XXXXXX INTL ARPT

0000 X. XXXXXXXXXXXX XXXX.

XXXXXXX

XX

00000

MFRT01

MEDFORD ARPT

ROGUE VALLEY INTL ARPT

0000 XXXXXX XXXX XXX 00

XXXXXXX

XX

00000

MGMC44

MGMC44 - ADMIN

0000 XXX 00 X

XXXXXXXXXX

XX

00000

MGMT01

MONTGOMERY ARPT

MONTGOMERY ARPT XXXXXXXX FIELD

0000 XXXXX XXXXXXX

XXXXXXXXXX

XX

00000

MHKT01

MANHATTAN ARPT

MANHATTAN MUNICIPAL ARPT

0000 XX. XXXXX XXXX

XXXXXXXXX

XX

00000

MHTE03

HAMPTON - LAFAYETTE XX

XXXXXXX MOTORS

000 XXXXXXXXX XX

XXXXXXX

XX

0000

13

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

XXXXXXXXXX ARPT

MANCHESTER ARPT

MAIN TERMINAL

MANCHESTER

NH

3103

MHTW02

PETERBOROUGH - JAFFFREY RD

TIRES UNLIMITED

00 XXXXXXX XX XX 000 X

XXXXXXXXXXXXX

XX

0000

MIAC01

NORTH MIAMI BEACH/SUNNY ISLES BEACH

00000 X0XXXXX XXXXXX

XXXXX XXXXX

XX

00000

MIAS01

SOUTH MIAMI BEACH

SOUTH MIAMI BEACH

0000 XXXXXXX XXX

XXXXX XXXXX

XX

00000

MIAT01

MIAMI INTL ARPT

MIAMI INTL ARPT

0000 XX 00 XXXXXX

XXXXX

XX

00000

MIEC02

MUNCIE AVIATION

MUNCIE AVIATION

MUNCIE

IN

47308

MIEC39

MUNCIE/XXXXXX GLASS CO. ONLY

NATIONAL CAR RENTAL

000 X. XXXXXXXX XXXXX

XXXXXX

XX

00000

MIET01

MUNCIE ARPT

MUNCIE DELAWARE COUNTY ARPT

000 XXXX XXXX XXXXXXX XX.

XXXXXX

XX

00000

MKET01

MILWAUKEE ARPT

GENERAL XXXXXXXX FIELD

0000 X XXXXXX XXXXXX

XXXXXXXXX

XX

00000

MKEW02

BROOKFIELD - S XXXXXXXX XX

EMBASSY SUITES HTL

0000 X. XXXXXXXX XX

XXXXXXXXXX

XX

00000

MKGT01

MUSKEGON ARPT

MUSKEGON COUNTY ARPT

000 XXXXXXXX XXXXX

XXXXXXXX

XX

00000

XXXX00

XXXXXXXXX REGIONAL ARPT

MELBOURNE REGIONAL ARPT

XXX XXX XXXXXXXX XXXXXXX

XXXXXXXXX

XX

00000

MLIT01

MOLINE ARPT

MOLINE QUAD CITY ARPT

XXXXXX

XX

00000

MLUT01

MONROE ARPT

MONROE REGIONAL ARPT

0000 XXXXXXXXXX XXXX

XXXXXX

XX

00000

MMUC39

MORRISTOWN/ALLIED CHEMICAL ONLY

ALLIED CORPORATION

XXXXXXXXXX

XX

0000

MOBT01

MOBILE REGIONAL ARPT

MOBILE REGIONAL ARPT

0000 XXXX XXXX

XXXXXX

XX

00000

MOTT01

MINOT ARPT

MINOT INTL ARPT

00 XXXXXXX XXXX XXX 00

XXXXX

XX

00000

MQTS01

MARQUETTE *BOOK THROUGH MQTT01*

XXXXXX INTL ARPT

000 XXXXXXX XXX

XXXXX

XX

00000

MQTT01

XXXXXXXXX XXXXXX INTL ARPT

XXXXXX INTL ARPT

000 XXXXXXX XXX

XXXXX

XX

00000

MRYT01

MONTEREY ARPT

MONTEREY PENINSULA ARPT

XXXXXXXX XXXX

XXXXXXXX

XX

00000

MSNT01

MADISON ARPT

DANE COUNTY REGIONAL ARPT

0000 XXXX XXXX

XXXXXXX

XX

00000

MSOC01

MISSOULA

0000 X. XXXXXXXX

XXXXX X

XXXXXXXX

XX

00000

MSOT01

MISSOULA ARPT

NATIONAL CAR RENTAL

#0 XXXXXXX XXXX XXXXX

XXXXXXXX

XX

00000

MSPT01

MINNEAPOLIS-ST.XXXX ARPT

MINNEAPOLIS - XX. XXXX XXXX

XX. XXXX

XX

00000

14

Station Id

Station Name

Address Line 1

Address Line 0

Xxxx

XX

Xxx

XXXX00

XXX XXXXXXX - XXXXX RAMPART

000 XXXXX XXXXXXX

XXX XXXXXXX

XX

00000

MSYT01

NEW ORLEANS ARPT

NEW ORLEANS INTL ARPT

XXX XXXXXXX

XX

00000

MTJT01

MONTROSE ARPT

MONTROSE ARPT

0000 XXXX XXXX

XXXXXXXX

XX

00000

MYRT01

MYRTLE BEACH ARPT

MYRTLE BEACH JETPORT

0000 XXXXXXX XX

XXXXXX XXXXX

XX

00000

NYCC01

MANHATTAN - X. 00XX XXXXXX

000 XXXX 00XX XXXXXX

XXXXXXXXX

XX

00000

NYCC03

MANHATTAN - X. 00XX XXXXXX

000 XXXX 00XX XXXXXX

XXXXXXXXX

XX

00000

NYCC05

MANHATTAN - X. 00XX XXXXXX

00 XXXX 00XX XXXXXX

XXXXXXXXX

XX

00000

NYCC06

MANHATTAN - E. 31ST STREET

000 XXXX 00XX XXXXXX

XXXXXXXXX

XX

00000

NYCC07

MANHATTAN - X. 00XX XXXXXX

000-000 XXXX 00XX XX

XXXXX #000

XXXXXXXXX

XX

00000

NYCC08

MANHATTAN - X. 00XX XXXXXX

000 XXXX 00XX XXXXXX

XXXXXXXXX

XX

00000

XXXX00

XXXX00 - ADMIN

00-00 XXXXXXX XXXX

XXXX XXXXXXXX

XX

00000

OAJT01

JACKSONVILLE ARPT

XXXXXX X XXXXX ARPT

000 XXXXXX XXXXX XXX XX

XXXXXXXXX

XX

00000

OAKT01

OAKLAND ARPT

OAKLAND INTL ARPT

000 XXXX XXXXX

XXXXXXX

XX

00000

OAKW02

BERKELEY - UNIVERSITY AVE

BERKELEY

000 XXXXXXXXXX XXXXXX

XXXXXXXX

XX

00000

OGGT01

KAHULUI ARPT

KAHULUI ARPT

000 XXXXXX XXXXX

XXXXXXX/XXXX

XX

00000

OKCT01

OKLAHOMA CITY ARPT

XXXX XXXXXX WORLD ARPT

0000 X. XXX XXXXXX XX

XXXXXXXX XXXX

XX

00000

OKKO01

KOKOMO

KOKOMO

0000 XXXXXXXXXX XXXXXX

XXXXXX

XX

00000

OMAT01

OMAHA ARPT

EPPLEY AIR FIELD

OMAHA

NE

68110

ONTT01

ONTARIO ARPT

ONTARIO INTL ARPT

3450 EAST ARPT DRIVE STE 300

ONTARIO

CA

91761

ORDC48

CORP REGION OFFICE - CENTRAL

2340 S. ARLINGTON HEIGHTS

SUITE 620

ARLINGTON HEIGHTS

IL

60005

ORDT01

CHICAGO O’HARE ARPT (R)

CHICAGO O’HARE INTL ARPT

CHICAGO

IL

60666

ORFC44

ORFC44 - ADMIN

3445 N MILITARY HWY

NORFOLK

VA

23518

ORFC45

ORFC45 - ADMIN - RETURNS

7000 ROBIN HOOD RD

NORFOLK

VA

23518

ORFT01

NORFOLK ARPT

NORFOLK INTL ARPT

999 ARPT RD

NORFOLK

VA

23518

ORHT01

WORCESTER ARPT

WORCESTER ARPT

375 ARPT DRIVE

WORCESTER

MA

1605

ORLC02

HOLIDAY INN SELECT NCR

12125 HIGH TECH AVE

ORLANDO

FL

32817

15

Station Id

Station Name

Address Line 1

Address Line 2

City

ST

Zip

ORLC40

ORLANDO/SIEMENS ONLY

8350 HANGAR BLVD.

ORLANDO

FL

32827

ORLR01

ORLANDO - SHERATON STUDIOS

SHERATON STUDIOS

5905 INTERNATIONAL DRIVE

ORLANDO

FL

32809

ORLR02

ORLANDO- WALT DISNEY CAR CARE CNTR.

1000 CAR CARE DRIVE

LAKE BUENA VISTA

FL

32832

ORLR03

LAKE BUENA VISTA

LAKE BUENA VISTA

1900 LAKE BUENA VISTA DRIVE

LAKE BUENA VISTA

FL

32830

ORLR05

ORLANDO ROSEN CENTER

ROSEN CENTER

9840 INTERNATIONAL DRIVE

ORLANDO

FL

32819

ORLR13

ORLANDO -WALT DISNEY DOLPHIN RESORT

WALT DISNEY WORLD DOLPHIN

1500 EPCOT RESORT BLVD

ORLANDO

FL

32830

PBIC44

PBIC44 - ADMIN

2600 TURNAGE BLVD

WEST PALM BEACH

FL

33406

PBIN02

JUPITER - NORTH US 1

JUPITER

1612 NORTH US 1

JUPITER

FL

33469

PBIT01

WEST PALM BEACH ARPT

PALM BEACH INTL ARPT

2121 BELVEDERE RD

W PALM BEACH

FL

33406

PDXT01

PORTLAND ARPT

PORTLAND INTL ARPT

PARKING GARAGE SECOND LEVEL

PORTLAND

OR

97220

PFNT01

PANAMA CITY ARPT

FANNIN FIELD MUNICIPAL ARPT

3173 AIRPORT ROAD

PANAMA CITY

FL

32405

PHFT01

NEWPORT NEWS ARPT

NEWPORT NEWS /

WILLIAMSBURG INTL ARPT

NEWPORT NEWS

VA

23602

PHLC01

PHILADELPHIA - S 19TH & LUDLOW

36 SOUTH 19TH & LUDLOW

PHILADELPHIA

PA

19102

PHLC08

PHILADELPHIA - 30TH STREET

30TH ST TRAIN STATION

PHILADELPHIA

PA

19104

PHLC44

PHLC44 - ADMIN **WALK-UP ONLY**

6950 NORWITCH DRIVE

PHILADELPHIA

PA

19153

PHLC49

PHILADELPHIA FLEET

6950 NORWICH DRIVE

PHILADELPHIA

PA

19153

PHLE06

CHERRY HILL - ROUTE 70

404 ROUTE 70 EAST

CHERRY HILL

NJ

8034