<PAGE>
                                                                   EXHIBIT 10.4

                  THIRTEENTH AMENDMENT, WAIVER AND CONSENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT

         THIS THIRTEENTH AMENDMENT, WAIVER AND CONSENT TO AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of May 31, 2002 (this "Amendment"), is made by and
among BUDGET GROUP, INC., a Delaware corporation (the "Borrower"), the Lenders
(such capitalized term and all other capitalized terms not otherwise defined
herein shall have the meanings provided for in Article I below) parties hereto
and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the
"Administrative Agent") for the Lenders.

                                  WITNESSETH:

         WHEREAS, the Borrower, the Lenders and the Agents have heretofore
entered into that certain Amended and Restated Credit Agreement, dated as of
June 19, 1998 (as amended by the First Amendment to Amended and Restated Credit
Agreement dated as of September 11, 1998, the Second Amendment to Amended and
Restated Credit Agreement dated as of March 18, 1999, the Third Amendment to
Amended and Restated Credit Agreement dated as of December 22, 1999, the Fourth
Amendment and Waiver to Amended and Restated Credit Agreement dated as of
September 30, 2000, the Fifth Amendment to Amended and Restated Credit
Agreement, dated as of January 10, 2001, the Sixth Amendment to Amended and
Restated Credit Agreement, dated as of February 9, 2001, the Seventh Amendment
and Consent to Amended and Restated Credit Agreement, dated as of June 19,
2001, the Eighth Amendment and Consent to Amended and Restated Credit
Agreement, dated as of July 31, 2001, the Ninth Amendment, Waiver and Consent
to Amended and Restated Credit Agreement dated as of December 20, 2001, the
Tenth Amendment, Waiver and Consent to Amended and Restated Credit Agreement
dated as of February 7, 2002, the Eleventh Amendment, Waiver and Consent to
Amended and Restated Credit Agreement dated as of March 7, 2002, and the
Twelfth Amendment, Waiver and Consent to Amended and Restated Credit Agreement
dated as of April 8, 2002, and as further amended, supplemented, amended and
restated or otherwise modified prior to the date hereof, the "Credit
Agreement");

         WHEREAS, the Borrower desires to extend certain waivers and consents
obtained in the Twelfth Amendment;

         WHEREAS, the Borrower, in connection with a retention and severance
plan for its top fifty-six employees, desires a waiver of the terms of Section
8.2.19(a) of the Credit Agreement to the extent necessary to permit upfront
retention payments to be made to each of the four most highly compensated
officers and employees of the Borrower and its Subsidiaries (as determined
pursuant to such Section 8.2.19(a) and as specifically identified by the
Borrower in a letter to the Lender Committee Members dated May 31, 2002 (the
"Borrower Letter"));

         WHEREAS, the Borrower and its Subsidiaries desire to make Investments
in Budget France S.A. in order to avert such Subsidiary from being determined
to be insolvent by the


<PAGE>

administrator thereof and in order to obtain the approval of such administrator
in respect of the franchising of the operations of Budget and its Subsidiaries
in France;

         WHEREAS, the Borrower desires to be permitted to sell, transfer or
convey (a) assets located in the United States having a fair market value of up
to $3,000,000 to make payments under its Leases and (b) master franchise rights
relating to the operations of the Borrower and its Subsidiaries in France,
Germany and the United Kingdom, together with any existing assets and/or
leaseholds needed for the conduct of such operations; and

         WHEREAS, the requisite Lenders are willing, on and subject to the
terms and conditions set forth below (including, without limitation, the
amendments to the Credit Agreement provided for herein), to grant the waivers
and consents provided below (the Credit Agreement, as amended and otherwise
modified pursuant to the terms of this Amendment, being referred to as the
"Amended Credit Agreement");

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Borrower and the requisite Lenders hereby
agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

         SECTION 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

         "Administrative Agent" is defined in the preamble.

         "Amended Credit Agreement" is defined in the sixth recital.

         "Amendment" is defined in the preamble.

         "Borrower" is defined in the preamble.

         "Borrower Letter" is defined in the third recital.

         "Credit Agreement" is defined in the first recital.

         SECTION 1.2. Other Definitions. Terms for which meanings are provided
in the Amended Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such meanings.


                                      -2-
<PAGE>

                                   ARTICLE II

                        AMENDMENTS, WAIVERS AND CONSENTS

         SECTION 2.1. Amendments. Subject to the satisfaction of the conditions
set forth in Article III, the Credit Agreement is hereby amended in accordance
with this Section 2.1.

         SECTION 2.1.1. Amendments to Section 1.1 ("Defined Terms") of the
Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by
inserting in such Section the following definitions in the appropriate
alphabetical order:

                  "'Thirteenth Amendment' means the Thirteenth Amendment,
         Waiver and Consent to Amended and Restated Credit Agreement, dated as
         of May 31, 2002, among the Borrower, the Lenders parties thereto and
         the Administrative Agent."

                  "'Thirteenth Amendment Effective Date' means the date the
         Thirteenth Amendment became effective in accordance with its terms."

         SECTION 2.1.2. Amendment to Section 4.2 ("Issuances and Extensions")
of the Credit Agreement. Clause (i) of the last sentence to Section 4.2 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

         "(i) the issuance of new Enhancement Letters of Credit or the increase
         in the Stated Amount of existing Enhancement Letters of Credit,
         provided that

                           (A) the aggregate Stated Amount of such newly issued
                  Enhancement Letters of Credit, together with the aggregate
                  increases in the Stated Amount of such existing Enhancement
                  Letters of Credit, does not exceed $66,550,000,

                           (B) concurrently with any such issuance or increase,
                  the aggregate Stated Amount of all other Enhancement Letters
                  of Credit is reduced dollar-for-dollar in an amount equal to
                  the aggregate Stated Amount of such newly issued Enhancement
                  Letters of Credit and such increases in the Stated Amount of
                  such existing Enhancement Letters of Credit, and

                           (C) in the case of issuances of new Enhancement
                  Letters of Credit, or increases in the Stated Amount of
                  existing Enhancement Letters of Credit, on or after the
                  Thirteenth Amendment Effective Date, where such newly issued
                  Enhancement Letters of Credit and such increases to such
                  existing Enhancement Letters of Credit are issued or
                  increased, as the case may be, in connection with a decrease
                  of the Stated Amount of an existing Enhancement Letter of
                  Credit as a result of, or relating to,


                                      -3-
<PAGE>

                                    (1) the amortization of the medium term
                           notes for which such decreased, existing Enhancement
                           Letter of Credit provided credit enhancement or
                           support, the aggregate Stated Amount of such newly
                           issued Enhancement Letters of Credit and such
                           increases to such increased, existing Enhancement
                           Letters of Credit shall not exceed $9,400,000
                           (provided that (x) such decreased, existing
                           Enhancement Letter(s) of Credit shall be (aa) the
                           Irrevocable Letter of Credit No. TS-06000867, issued
                           on April 29, 1997 (the 'Series 1997-1 Letter of
                           Credit') and/or (bb) the Irrevocable Letter of
                           Credit No. TS-07001428, issued on February 10, 2000
                           (the 'Series 1999-3 Letter of Credit'); (y) no such
                           newly issued Enhancement Letter of Credit shall have
                           been issued in reliance on this subclause (i)(C)(1)
                           and (z) such increased, existing Enhancement Letter
                           of Credit shall be the Irrevocable Letter of Credit
                           No. TS-07001811, dated November 29, 2001 (the
                           'Series 2001-3 Letter of Credit')), and

                                    (2) the issuance of a new subordinated
                           class of notes under an existing medium term note
                           program, (x) the terms and conditions (including the
                           collateral being provided therefor) of such newly
                           issued subordinated class of notes shall be
                           satisfactory in all respects to the Lender Committee
                           Members holding a majority of the Commitment Amount
                           held in the aggregate by them and (y) the aggregate
                           Stated Amount of such newly issued Enhancement
                           Letters of Credit and such increases to such
                           increased, existing Enhancement Letters of Credit
                           shall not exceed $30,000,000, and".

         SECTION 2.1.3. Amendment to Section 8.1.17 ("Restructuring Plan,
etc.") of the Credit Agreement. Section 8.1.17 of the Credit Agreement is
hereby amended by amending and restating such Section to read in its entirety
as follows:

                  "SECTION 8.1.17. Restructuring Plan, etc. The Borrower shall
         furnish, or shall cause to be furnished, to each Lender on or prior to
         June 14, 2002, its definitive plan (the "Restructuring Plan") (a) for
         restructuring the Indebtedness of it and its Subsidiaries, (b) for
         obtaining financing for the acquisition (or refinancing) of Vehicles
         necessary to meet its business plan, and (c) for meeting its liquidity
         needs, such plan to be in form and scope reasonably satisfactory to
         the Lender Committee Members holding a majority of the Commitment
         Amount held in the aggregate by them; provided that, if such plan is
         initially not reasonably satisfactory in form and scope to such Lender
         Committee Members, the Borrower shall have three Business Days from
         its receipt of notice from such Lender Committee Members that such
         plan is not in form and scope reasonably satisfactory to such Lender
         Committee Members (which notice shall set forth the reasons such plan
         is not satisfactory) to furnish a revised plan that is in form and
         scope reasonably satisfactory to such Lender Committee Members.".


                                      -4-
<PAGE>

         SECTION 2.2. Waivers and Consents. Subject to the satisfaction of the
conditions set forth in Article III, the Lenders, as of the date hereof,
hereby:

                  (a) so long as an Interest Payment Notice has not been given
         and an Acceleration Event has not occurred, waive, until the earliest
         of (x) June 28, 2002, (y) the giving of an Interest Payment Notice by
         the Borrower and (z) the occurrence of an Acceleration Event,
         compliance by the Borrower with the provisions of Section 8.2.4 of the
         Credit Agreement with respect to the fourth Fiscal Quarter of the 2001
         Fiscal Year and the first Fiscal Quarter of the 2002 Fiscal Year;

                  (b) so long as an Interest Payment Notice has not been given
         and an Acceleration Event has not occurred, waive, until the earliest
         of (x) June 28, 2002, (y) the giving of an Interest Payment Notice by
         the Borrower and (z) the occurrence of an Acceleration Event, the
         Default arising under Section 9.1.5(a) of the Credit Agreement as a
         result of the failure of the Borrower to pay interest on its Senior
         Notes on April 1, 2002 or its Series B Notes on April 29, 2002;

                  (c) consent to the Borrowing Base Amount calculated as of the
         last day of April 2002 to be less than the aggregate unpaid principal
         amount of all Loans and Letter of Credit Outstandings outstanding
         during the period in which such Borrowing Base Amount is in effect
         under the terms of the Credit Agreement, without requiring any
         mandatory prepayments and/or cash collateralization under clause (b)
         of Section 3.1.1 of the Credit Agreement;

                  (d) so long as an Interest Payment Notice has not been given
         and an Acceleration Event has not occurred, consent, until the
         earliest of (x) June 28, 2002, (y) the giving of an Interest Payment
         Notice by the Borrower and (z) the occurrence of an Acceleration
         Event, to the Borrowing Base Amount calculated as of the last day of
         May 2002 to be less than the aggregate unpaid principal amount of all
         Loans and Letter of Credit Outstandings outstanding during the period
         in which such Borrowing Base Amount is in effect under the terms of
         the Credit Agreement, without requiring any mandatory prepayments
         and/or cash collateralization under clause (b) of Section 3.1.1 of the
         Credit Agreement; provided that the Borrowing Base Amount is not less
         than $280,000,000 as of the last day of May 2002;

                  (e) on or following the date on which (i) the Borrower and a
         creditworthy entity (the "Acquirer") seeking to acquire all or
         substantially all of the equity of a reorganized Borrower (or all or
         substantially all of the assets of the Borrower and its Subsidiaries)
         have executed and delivered a letter of intent (the "Letter of
         Intent") that contains (A) the terms set forth on Schedule I hereto or
         (B) such other terms which are acceptable to the Administrative Agent
         and the Required Lenders and (ii) the Borrower has furnished a true
         and complete copy thereof to the Administrative Agent, consent to
         payments to the four officers identified in the Borrower Letter in
         amounts not exceeding the amounts set forth therein, which payments
         shall not exceed in the aggregate $774,250;


                                      -5-
<PAGE>

                  (f) on or following the date on which (i) the Borrower and
         the Acquirer have executed and delivered definitive, binding and
         effective documentation reflecting (A) the terms of the Letter of
         Intent or (B) such other terms which are acceptable to the
         Administrative Agent and the Required Lenders and (ii) the Borrower
         has furnished true and complete copies thereof to the Administrative
         Agent, together with, in the case such documentation would not
         otherwise require the acceptance of the Administrative Agent and the
         Required Lenders described in the immediately preceding subclause
         (f)(i)(B), a certificate of an Authorized Officer of the Borrower in
         form and substance reasonably satisfactory to the Administrative Agent
         stating that the terms of such documentation do not conflict in any
         material respect with the terms of the Letter of Intent that relate to
         the class of items set forth on Schedule I hereto, consent to payments
         to the four officers identified in the Borrower Letter in amounts not
         exceeding the amounts set forth therein, which payments (exclusive of
         the payments referred to in the preceding clause (e)) shall not exceed
         in the aggregate $774,250;

                  (g) waive compliance by the Borrower with the provisions of
         Section 8.1.16 of the Credit Agreement to the extent, and only to the
         extent, such provisions apply to BTI (UK) Plc, Budget Leasing Ltd. and
         Polyhire Ltd.;

                  (h) so long as an Interest Payment Notice has not been given,
         an Event of Default has not occurred and an Acceleration Event has not
         occurred, waive compliance by the Borrower with the provisions of
         clause (g) of Section 8.2.5 of the Credit Agreement to the extent, and
         only to the extent, necessary to permit the Borrower and its
         Subsidiaries to make Investments in Budget France S.A. (the Borrower
         hereby agreeing to use its best efforts to make such Investments in
         the form of loans) in order to avert such Subsidiary from being
         determined to be insolvent by the administrator thereof and in order
         to obtain the approval of such administrator in respect of the
         franchising of the operations of Budget and its Subsidiaries in
         France; provided, however, that the aggregate amount of such
         Investments made after the Thirteenth Amendment Effective Date shall
         not exceed $3,000,000;

                  (i) so long as an Interest Payment Notice has not been given,
         an Event of Default has not occurred and an Acceleration Event has not
         occurred, (i) waive the requirements of Section 2.2.2 of the Credit
         Agreement ("Reduction of the Commitment Amount - Mandatory") with
         respect to the proceeds of the sale, transfer or conveyance on or
         subsequent to the Thirteenth Amendment Effective Date of assets
         located in the United States and having a fair market value not
         exceeding $3,000,000; and (ii) waive compliance by the Borrower with
         the provisions limiting the aggregate fair market value of assets that
         may be sold, transferred or conveyed pursuant to clause (c)(ii) of
         Section 8.2.10 of the Credit Agreement or in the proviso to such
         clause to the extent the fair market value of such assets sold,
         transferred or conveyed on or subsequent to the Thirteenth Amendment
         Effective Date do not exceed $3,000,000; provided, however, that the
         proceeds of any such sale, transfer or conveyance of such assets shall
         be immediately deposited in a cash collateral account maintained with
         the Administrative Agent (the


                                      -6-
<PAGE>

         "Asset Proceeds Cash Collateral Account") as security for the Secured
         Obligations (as defined in the Security Agreements), and the Borrower
         and its Subsidiaries shall have no right to withdraw any funds from
         such account except to the extent that the Borrower has provided to
         the Administrative Agent a certificate, executed by the chief
         financial or accounting officer of the Borrower, certifying that (A)
         no Default then exists and (B) the amount being requested to be
         withdrawn is to be transferred to the relevant collection account for
         the payment of lease payments or other obligations of the lessees
         under a Lease; provided, that the Administrative Agent, for the
         benefit of the Secured Parties, shall have, upon consummation of any
         such sale, a perfected, first-priority security interest in all
         non-cash consideration received by the Borrower and its Subsidiaries
         in respect of any such sale, transfer or conveyance; and

                  (j) so long as an Interest Payment Notice has not been given,
         an Event of Default has not occurred and an Acceleration Event has not
         occurred, (i) waive the requirements of Section 2.2.2 of the Credit
         Agreement ("Reduction of the Commitment Amount - Mandatory") with
         respect to the proceeds of the sale, transfer or conveyance of master
         franchise rights relating to the operations of the Borrower and its
         Subsidiaries in France, Germany and the United Kingdom, together with
         any existing assets and/or leaseholds needed for the conduct of such
         operations, including relevant airport concession agreements; and (ii)
         consent and agree that no portion of the fair market value of such
         assets shall be counted for purposes of computing the aggregate amount
         set forth in clause (c)(ii) of Section 8.2.10 of the Credit Agreement
         or in the proviso to such clause; provided, however, that the proceeds
         of any such sale, transfer or conveyance of such master franchise
         rights or assets, other than the portion of such proceeds required to
         be retained in the relevant Subsidiary of the Borrower in order to
         avert the insolvency of such Subsidiary or to satisfy the reasonable
         costs of winding up and/or liquidating such Subsidiary, shall be
         immediately deposited in the Asset Proceeds Cash Collateral Account as
         security for the Secured Obligations (as defined in the Security
         Agreements), and the Borrower and its Subsidiaries shall have no right
         to withdraw any funds from such account except to the extent that the
         Borrower has provided to the Administrative Agent a certificate,
         executed by the chief financial or accounting officer of the Borrower,
         certifying that (A) no Default then exists and (B) the amount being
         requested to be withdrawn is to be transferred to the relevant
         collection account for the payment of lease payments or other
         obligations of the lessees under a Lease; provided, that, the
         Administrative Agent, for the benefit of the Secured Parties, shall
         have, upon consummation of any such sale, a perfected, first-priority
         security interest in all non-cash consideration received by the
         Borrower and its Subsidiaries in respect of any such sale, transfer or
         conveyance (it being understood and agreed that franchise or royalty
         payments by the acquirers of such master franchises in the United
         Kingdom and Germany shall be paid to Budget Rent-A-Car International,
         Inc.).


                                      -7-
<PAGE>

                                  ARTICLE III

                          CONDITIONS TO EFFECTIVENESS

         This Amendment, and the amendments and modifications contained herein,
shall be and shall become effective as of the date hereof subject to the
satisfaction of each of the conditions set forth in this Article III to the
satisfaction of the Administrative Agent.

         SECTION 3.1. Execution of Counterparts. The Administrative Agent shall
have received counterparts of this Amendment, duly executed and delivered on
behalf of the Borrower and each of the requisite Lenders.

         SECTION 3.2. Effective Date Certificate. The Administrative Agent
shall have received, with counterparts for each Lender, a certificate, dated
the effective date of this Amendment (the "Thirteenth Amendment Effective
Date"), appropriately completed and duly executed and delivered by an
Authorized Officer of the Borrower in which certificate the Borrower shall
agree and acknowledge that the statements made therein shall be deemed to be
true and correct representations and warranties of the Borrower made as of such
date and, at the time such certificate is delivered, such statements shall in
fact be true and correct.

         SECTION 3.3. Execution of Affirmation and Acknowledgment. The
Administrative Agent shall have received an affirmation and acknowledgment,
dated the effective date of this Amendment and in form and substance
satisfactory to it, duly executed and delivered by each Guarantor and any other
Obligor that has granted a Lien pursuant to any Loan Document.

         SECTION 3.4. Fees and Expenses. (a) Amendment, Consent and Waiver Fee.
The Borrower shall have paid in cash no later than 1:00 p.m., New York time on
June 3, 2002, without setoff, deduction or counterclaim, a non-refundable
amendment, consent and waiver fee to the Administrative Agent for the pro rata
account of each Lender that has executed and delivered (including delivery by
way of facsimile) a copy of this Amendment to the attention of Kenneth Suh at
Mayer, Brown, Rowe & Maw, 1675 Broadway, New York, New York 10019 (19th Floor),
telecopy number 212-262-1910 at or prior to 5:00 p.m., New York time, on May
31, 2002 (as such time may be extended by the Borrower), in the amount of 20
basis points of such Lender's Commitment as of the date hereof.

         (b) Fees and Expenses. The Borrower shall have paid to the
Administrative Agent (and all other Persons entitled thereto) all fees and
expenses due and payable on or prior to the Thirteenth Amendment Effective Date
pursuant to Section 5.4 (to the extent then invoiced) and pursuant to the
Credit Agreement (including all previously invoiced fees and expenses).


                                      -8-
<PAGE>

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.1. Representations and Warranties. In order to induce the
requisite Lenders and the Administrative Agent to enter into this Amendment,
the Borrower hereby represents and warrants to the Administrative Agent, the
Issuer and each Lender, as of the date hereof, as follows:

                  (a) the representations and warranties set forth in Article
         VII of the Credit Agreement (excluding, however, those contained in
         Section 7.6, Section 7.7 and Section 7.20 of the Credit Agreement) and
         in each other Loan Document are, in each case, true and correct
         (unless stated to relate solely to an earlier date, in which case such
         representations and warranties are true and correct as of such earlier
         date);

                  (b) except as disclosed by the Borrower pursuant to reports
         on Form 10-Q and Form 10-K filed with the Securities and Exchange
         Commission prior to the date hereof, there has been no material
         adverse change in the business, property, operations, assets,
         liabilities, condition (financial or otherwise) or prospects of the
         Borrower and its Subsidiaries, taken as a whole, since December 31,
         1997;

                  (c) except as disclosed by the Borrower to the Agents, the
         Issuer and the Lenders pursuant to Section 7.7 of the Credit Agreement

                           (i) no labor controversy, litigation, arbitration or
                  governmental investigation or proceeding is pending or, to
                  the best knowledge of the Borrower, threatened against the
                  Borrower or any of its Subsidiaries which might materially
                  adversely affect the Borrower's consolidated business,
                  operations, assets, revenues, properties or prospects or
                  which purports to affect the legality, validity or
                  enforceability of this Agreement, the Notes or any other Loan
                  Document; and

                           (ii) no development has occurred in any labor
                  controversy, litigation, arbitration or governmental
                  investigation or proceeding disclosed pursuant to Section 7.7
                  of the Credit Agreement which might materially adversely
                  affect the consolidated businesses, operations, assets,
                  revenues, properties or prospects of the Borrower and its
                  Subsidiaries;

                  (d) after giving effect to this Amendment, no Default has
         occurred and is continuing, and neither the Borrower nor any of its
         Subsidiaries nor any other Obligor is in material violation of any law
         or governmental regulation or court order or decree;

                  (e) this Amendment has been duly authorized, executed and
         delivered by the Borrower and constitutes a legal, valid and binding
         obligation of the Borrower, enforceable against it in accordance with
         its terms, except to the extent the enforceability


                                      -9-
<PAGE>

         hereof may be limited by (i) the effect of bankruptcy, insolvency,
         reorganization, moratorium or other similar laws now or hereafter in
         effect relating to or affecting the rights and remedies of creditors
         generally and (ii) the effect of general principles of equity, whether
         enforcement is considered in a proceeding in equity or at law; and

                  (f) the execution, delivery and performance by the Borrower
         and its Subsidiaries of this Amendment and each other Loan Document
         executed or to be executed by any of them in connection therewith are
         within the Borrower's and each such Subsidiary's corporate powers,
         have been duly authorized by all necessary corporate action, and do
         not (i) contravene the Borrower's or such Subsidiary's Organic
         Documents, (ii) contravene any contractual restriction, law or
         governmental regulation or court decree or order binding on or
         affecting the Borrower or such Subsidiary or (iii) result in, or
         require the creation or imposition of, any Lien (other than the Liens
         created under the Loan Documents in favor of the Administrative Agent
         for the benefit of the Secured Parties) on any of the Borrower's or
         such Subsidiary's properties.

         SECTION 4.2. Full Disclosure. Except as corrected by written
information delivered to the Agents and the Lenders reasonably prior to the
date on which this representation is made, all factual information heretofore
or contemporaneously furnished by the Borrower in writing to any Agent, the
Issuer or any Lender for purposes of or in connection with this Amendment or
any transaction contemplated hereby is true and accurate in every material
respect and such information is not incomplete by omitting to state any
material fact necessary to make such information not misleading. All
projections delivered to any Agent or any Lender by or on behalf of the
Borrower have been prepared in good faith by the Borrower and represent the
best estimates of the Borrower, as of the date hereof, of the reasonably
expected future performance of the businesses reflected in such projections.

         SECTION 4.3. Compliance with Credit Agreement. After giving effect to
this Amendment, each Obligor is in compliance with all the terms and conditions
of the Credit Agreement and the other Loan Documents to be observed or
performed by it thereunder, and no Default has occurred and is continuing.
Without limiting the effect of any of the representations and warranties of
this Article IV, the Borrower has no reason to believe that it and its
Subsidiaries will not be in compliance with all the terms and conditions of the
Credit Agreement and the other Loan Documents during the period from the
Thirteenth Amendment Effective Date through and including June 28, 2002,
including the covenant that each lessee under a Lease will make all payments
required to be made by it thereunder on the date such payments are required to
be made thereunder and that each such lessee will comply in all respects with
each of its other obligations thereunder.


                                      -10-
<PAGE>

                                   ARTICLE V

                                 MISCELLANEOUS

         SECTION 5.1. Full Force and Effect; Limited Amendment. Except as
expressly provided herein, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Credit Agreement and the
other Loan Documents shall remain in full force and effect in accordance with
their respective terms and are in all respects hereby ratified and confirmed.
The amendments, waivers and consents set forth herein shall be limited
precisely as provided for herein to the provisions expressly amended herein,
waived hereby or consented to hereby and shall not be deemed to be an amendment
to, waiver of, consent to or modification of any other term or provision of the
Credit Agreement, any other Loan Document referred to therein or herein or of
any transaction or further or future action on the part of the Borrower or any
other Obligor which would require the consent of any of the Lenders under the
Credit Agreement or any of the other Loan Documents.

         SECTION 5.2. Loan Document Pursuant to Credit Agreement. This
Amendment is a Loan Document executed pursuant to the Credit Agreement and
shall be construed, administered and applied in accordance with all of the
terms and provisions of the Credit Agreement (and, following the date hereof,
the Amended Credit Agreement). Any breach of any representation or warranty or
covenant or agreement contained in this Amendment shall be deemed to be an
immediate Event of Default for all purposes of the Credit Agreement and the
other Loan Documents.

         SECTION 5.3. Further Assurances. The Borrower hereby agrees that it
will take any action that from time to time may be reasonably necessary to
effectuate the amendments contemplated herein.

         SECTION 5.4. Fees and Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, execution and delivery of this Amendment and the
documents and transactions contemplated hereby, including the reasonable fees
and disbursements of Mayer, Brown, Rowe & Maw, counsel for the Administrative
Agent, and Wachtell, Lipton, Rosen & Katz, special restructuring counsel for
the Administrative Agent.

         SECTION 5.5. Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof.

         SECTION 5.6. Execution in Counterparts. This Amendment may be executed
by the parties hereto in counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.


                                      -11-
<PAGE>

         SECTION 5.7. Cross-References. References in this Amendment to any
Article or Section are, unless otherwise specified or otherwise required by the
context, to such Article or Section of this Amendment.

         SECTION 5.8. Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Amendment or affecting the validity or enforceability of such provision in any
other jurisdiction.

         SECTION 5.9. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

         SECTION 5.10. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -12-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers or general partners (or their
respective officers) thereunto duly authorized as of the day and year first
above written.


                                    BUDGET GROUP, INC.



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    CREDIT SUISSE FIRST BOSTON, as a Lender and
                                      the Administrative Agent



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    BANK OF AMERICA, N.A.



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    THE BANK OF NEW YORK



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                      S-1
<PAGE>

                                    THE BANK OF NOVA SCOTIA



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                      NEW YORK BRANCH



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    BANK POLSKA KASA OPIEKI S.A. - PEKAO
                                      S.A. GROUP, NEW YORK BRANCH



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    WASHINGTON MUTUAL BANK, F.A. (as
                                      successor in interest to BANK UNITED)



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    DEUTSCHE BANK TRUST COMPANY
                                      AMERICAS (formerly known as Bankers Trust
                                      Company)



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                      S-2
<PAGE>

                                    BNP PARIBAS



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    PB CAPITAL CORPORATION



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    CERBERUS PARTNERS L.P.



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                      S-3
<PAGE>

                                    CREDIT INDUSTRIEL ET COMMERCIAL



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    CREDIT AGRICOLE INDOSUEZ



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    CREDIT LYONNAIS CHICAGO BRANCH



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    DRESDNER BANK AG, NEW YORK AND
                                      GRAND CAYMAN BRANCHES



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                      S-4
<PAGE>

                                    ERSTE BANK DER OESTERREICHISCHEN
                                      SPARKASSEN AG



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    FLEET BANK, N.A.



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    COMERICA BANK (as successor to Imperial Bank
                                      by merger)



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                      S-5
<PAGE>

                                    GENERAL ELECTRIC CAPITAL
                                      CORPORATION



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                      S-6
<PAGE>

                                    MERRILL LYNCH, PIERCE, FENNER & SMITH
                                      INCORPORATED



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    NATEXIS BANQUE



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    PAM CAPITAL FUNDING L.P.

                                    By: Highland Capital Management, L.P., as
                                        Collateral Manager



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                    SOUTHERN PACIFIC BANK



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                      S-7
<PAGE>

                               SUNTRUST BANK



                               By
                                 -----------------------------------------------
                                 Name:
                                 Title:


                               DK ACQUISITION PARTNERS LP



                               By
                                 -----------------------------------------------
                                 Name:
                                 Title:


                               HCM/Z SPECIAL OPPORTUNITIES LLC
                                 (formerly known as HZ Special Opportunities
                                 LLC)
                               By: Highbridge Capital Management, LLC



                                   By
                                     -------------------------------------------
                                     Name:
                                     Title:


                               R2 TOP HAT, LTD.
                               By Amalgamated Gadget, L.P., as Investment
                                    Manager
                                  By Scepter Holdings, Inc., its General Partner



                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:


                               MSD PORTFOLIO L.P. - INVESTMENTS



                               By
                                 -----------------------------------------------
                                 Name:  Marc R. Lisker
                                 Title: General Counsel of General Partner


                                      S-8
<PAGE>

                                                                     SCHEDULE I
                                                        To Thirteenth Amendment

Letter of Intent Requirements:

1)   A commitment to provide up to $150 million of credit enhancement and/or
     liquidity (in the form of equity of otherwise) during the pendency of the
     Borrower's Chapter 11 proceeding in order to enable the Borrower and its
     Subsidiaries to purchase and/or lease new Vehicles to appropriate levels
     during such period.

2)   No requirement of the Lenders or the Issuer to increase their exposure
     (contingent or otherwise) to the Borrower and its Subsidiaries.

3)   The Credit Agreement will be terminated, and all amounts payable
     thereunder repaid and all letters of credit issued thereunder terminated
     and returned to the Issuer (or cash collateralized or backstopped by other
     letters of credit, in each case pursuant to arrangements satisfactory to
     the Issuer and the Required Lenders), upon the effective date of a plan of
     reorganization for Budget Group, Inc. and its Domestic Subsidiaries under
     Chapter 11 ("Chapter 11") of the Bankruptcy Reform Act of 1978, as
     amended, or the closing of a sale of all or substantially all of the
     assets of the Borrower and its Subsidiaries pursuant to Section 363 of
     such Act, as applicable.

4)   To the extent a due diligence condition is included, it is limited to
     specifically enumerated items.

5)   No financing condition.