<PAGE>
                                                                   EXHIBIT 10.10

                                     CREDIT

                                      AND

                                    GUARANTY

                                   AGREEMENT,

                          dated as of August 19, 2002,



                                     among

                              BUDGET GROUP, INC.,

                               as the Borrower,

                  CERTAIN SUBSIDIARIES OF BUDGET GROUP, INC.,

                         as the Subsidiary Guarantors,

                        CERTAIN FINANCIAL INSTITUTIONS,

                                as the Lenders,

                          CREDIT SUISSE FIRST BOSTON,

                         as the Administrative Agent.

                                  Arranged By

                           CREDIT SUISSE FIRST BOSTON
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                               TABLE OF CONTENTS

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                                                    ARTICLE I
                                        DEFINITIONS AND ACCOUNTING TERMS

 SECTION 1.1              Defined Terms........................................................................2
 SECTION 1.2              Other Definitions...................................................................42
 SECTION 1.3              Use of Defined Terms................................................................42
 SECTION 1.4              Cross-References....................................................................42
 SECTION 1.5              Accounting and Financial Determinations.............................................42

                                                    ARTICLE II
                                                   COMMITMENTS

 SECTION 2.1               Commitments........................................................................43
 SECTION 2.1.1             Commitment to Issue Letters of Credit..............................................43
 SECTION 2.1.2             Issuer Not Permitted or Required To Issue Letters of Credit Under
                           Certain Circumstances..............................................................43
 SECTION 2.2               Reduction of the Commitment Amounts................................................45
 SECTION 2.2.1             Optional...........................................................................45
 SECTION 2.2.2             Mandatory..........................................................................45
 SECTION 2.2.3             Automatic Reductions to the Commitment Amount and the
                           Enhancement Letter of Credit Commitment Amount.....................................45
 SECTION 2.3               Loan Accounts......................................................................45

                                                   ARTICLE III
                                                      FEES

 SECTION 3.1              Fees................................................................................46
 SECTION 3.1.1            Commitment Fees.....................................................................46
 SECTION 3.1.2            Administrative Agent's Fee..........................................................46
 SECTION 3.1.3            Postpetition Enhancement Letter of Credit Rollover Fee..............................46
 SECTION 3.1.4            Letter of Credit Face Amount Fee....................................................46
 SECTION 3.1.5            Letter of Credit Issuing Fee........................................................47
 SECTION 3.1.6            Issuer Fee..........................................................................47
 SECTION 3.1.7            Letter of Credit Administrative Fee.................................................47

                                                    ARTICLE IV
                                                LETTERS OF CREDIT

 SECTION 4.1              Issuance Requests...................................................................47
 SECTION 4.2              Issuances...........................................................................48
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 SECTION 4.3              Expenses.............................................................................48
 SECTION 4.4              Other Lenders' Participation.........................................................48
 SECTION 4.5              Disbursements........................................................................49
 SECTION 4.6              Reimbursement........................................................................50
 SECTION 4.7              Deemed Disbursements.................................................................50
 SECTION 4.8              Nature of Reimbursement Obligations..................................................52
 SECTION 4.9              Indemnity............................................................................53
 SECTION 4.10             Borrower's Guaranty of Reimbursement Obligations of its
                          Subsidiaries.........................................................................53
 SECTION 4.10.1           Guaranty.............................................................................53
 SECTION 4.10.2           Guaranty Absolute, etc...............................................................53
 SECTION 4.10.3           Reinstatement, etc...................................................................54
 SECTION 4.10.4           Waiver, etc..........................................................................55
 SECTION 4.10.5           Postponement of Subrogation, etc.....................................................55
 SECTION 4.10.6           Successors, Transferees and Assigns; etc.............................................55
 SECTION 4.11             No Bankruptcy Petition Against SPCs..................................................56

                                                    ARTICLE V
                              INCREASED CAPITAL COSTS AND CERTAIN OTHER PROVISIONS

 SECTION 5.1               Increased Capital Costs............................................................56
 SECTION 5.2               Taxes..............................................................................57
 SECTION 5.3               Payments, Computations; Default Interest, etc......................................58
 SECTION 5.4               Sharing of Payments................................................................58
 SECTION 5.5               Setoff.............................................................................59

                                                    ARTICLE VI
                                               CONDITIONS PRECEDENT

 SECTION 6.1               Initial Credit Extension...........................................................60
 SECTION 6.1.1             Resolutions, etc...................................................................60
 SECTION 6.1.2             Interim Order; Additional Consents; Hart-Scott-Rodino Application, etc.............60
 SECTION 6.1.3             First Day Orders; Cash Collateral Arrangements.....................................61
 SECTION 6.1.4             Lease Payments; Lease Payment Order................................................61
 SECTION 6.1.5             Initial Series 2002 Notes Issuance.................................................61
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<S>                       <C>                                                                               <C>
 SECTION 6.1.6            Delivery of Projections..............................................................61
 SECTION 6.1.7            Primary DIP Facility.................................................................62
 SECTION 6.1.8            Availability Date Certificate........................................................62
 SECTION 6.1.9            Collateral Agreements; Collateral Related Agreements.................................62
 SECTION 6.1.10           Borrowing Base Certificate...........................................................63
 SECTION 6.1.11           Opinions of Counsel..................................................................63
 SECTION 6.1.12           Closing Fees, Expenses, etc..........................................................63
 SECTION 6.1.13           Satisfactory Legal Form..............................................................63
 SECTION 6.2              All Credit Extensions................................................................64
 SECTION 6.2.1            Compliance with Warranties, No Default, etc..........................................64
 SECTION 6.2.2            Orders; Lease Payment Order..........................................................64
 SECTION 6.2.3            Letter of Credit Rollover Fee........................................................65
 SECTION 6.2.4            Credit Request.......................................................................65
 SECTION 6.2.5            Primary DIP Facility Utilization.....................................................65

                                                   ARTICLE VII
                                         REPRESENTATIONS AND WARRANTIES

 SECTION 7.1              Organization, etc....................................................................65
 SECTION 7.2              Due Authorization, Non-Contravention, etc............................................66
 SECTION 7.3              Government Approval, Regulation, etc.................................................66
 SECTION 7.4              Validity, etc........................................................................66
 SECTION 7.5              Financial Information; Absence of Undisclosed Liabilities............................66
 SECTION 7.6              No Material Adverse Change...........................................................67
 SECTION 7.7              Litigation, Labor Controversies, etc.................................................67
 SECTION 7.8              Subsidiaries.........................................................................67
 SECTION 7.9              Ownership of Properties..............................................................67
 SECTION 7.10             Taxes................................................................................67
 SECTION 7.11             Pension and Welfare Plans............................................................68
 SECTION 7.12             Environmental Warranties.............................................................68
 SECTION 7.13             Intellectual Property................................................................70
 SECTION 7.14             Regulations U and X..................................................................70
 SECTION 7.15             Accuracy of Information..............................................................70
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 SECTION 7.16             No Burdensome Restrictions...........................................................70
 SECTION 7.17             Customer, Trade and Franchisee Relations.............................................70
 SECTION 7.18             Ford Vehicles........................................................................71

                                                   ARTICLE VIII
                                                    COVENANTS

 SECTION 8.1              Affirmative Covenants................................................................71
 SECTION 8.1.1            Financial Information, Reports, Notices, etc.........................................71
 SECTION 8.1.2            Maintenance and Preservation of Existence............................................74
 SECTION 8.1.3            Compliance with Laws, Material Agreements, etc.......................................75
 SECTION 8.1.4            Maintenance of Properties............................................................75
 SECTION 8.1.5            Insurance............................................................................75
 SECTION 8.1.6            Books and Records....................................................................76
 SECTION 8.1.7            Environmental Covenant...............................................................76
 SECTION 8.1.8            Use of Proceeds......................................................................77
 SECTION 8.1.9            Payment of Obligations...............................................................78
 SECTION 8.1.10           Collateral Monitoring and Review.....................................................78
 SECTION 8.1.11           Lease Agreements; and Demand Capitalization Notes....................................78
 SECTION 8.1.12           Further Assurances...................................................................78
 SECTION 8.1.13           Landlords' Consents; Mortgagee Agreements; Bailee Letters............................78
 SECTION 8.1.14           Acquisition Documentation............................................................79
 SECTION 8.1.15           Dissolved Entities...................................................................79
 SECTION 8.2              Negative Covenants...................................................................79
 SECTION 8.2.1            Business Activities..................................................................79
 SECTION 8.2.2            Indebtedness.........................................................................79
 SECTION 8.2.3            Liens................................................................................82
 SECTION 8.2.4            Investments..........................................................................84
 SECTION 8.2.5            Restricted Payments, etc.............................................................85
 SECTION 8.2.6            Financial Covenants..................................................................86
 SECTION 8.2.7            Take or Pay Contracts................................................................86
 SECTION 8.2.8            Consolidation, Merger, etc...........................................................86
 SECTION 8.2.9            Asset Dispositions, etc..............................................................87
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 SECTION 8.2.10           Modification of Certain Agreements; Order............................................88
 SECTION 8.2.11           Transactions with Affiliates.........................................................88
 SECTION 8.2.12           Negative Pledges, Restrictive Agreements, etc........................................89
 SECTION 8.2.13           Ability to Amend; Restrictive Agreements.............................................90
 SECTION 8.2.14           Accounting Changes...................................................................90
 SECTION 8.2.15           Tax Sharing Arrangements.............................................................90
 SECTION 8.2.16           Certain Issuances....................................................................90
 SECTION 8.2.17           Employment...........................................................................90
 SECTION 8.2.18           Cancellation of Indebtedness.........................................................90
 SECTION 8.2.19           Overenhancement......................................................................90
 SECTION 8.2.20           Ford Liens...........................................................................90
 SECTION 8.2.21           Reclamation Claims; Bankruptcy Code Section 546(g) Agreements........................91

                                                    ARTICLE IX
                                                EVENTS OF DEFAULT

 SECTION 9.1              Listing of Events of Default.........................................................91
 SECTION 9.1.1            Non-Payment of Obligations...........................................................91
 SECTION 9.1.2            Breach of Warranty...................................................................91
 SECTION 9.1.3            Non-Performance of Certain Covenants and Obligations.................................91
 SECTION 9.1.4            Non-Performance of Other Covenants and Obligations...................................91
 SECTION 9.1.5            Default on Other Indebtedness, etc...................................................91
 SECTION 9.1.6            Judgments............................................................................92
 SECTION 9.1.7            Pension Plans........................................................................93
 SECTION 9.1.8            Change in Control....................................................................93
 SECTION 9.1.9            Invalidity...........................................................................93
 SECTION 9.1.10           Bankruptcy Court Related Matter......................................................93
 SECTION 9.1.11           Interim Order; Final Order...........................................................94
 SECTION 9.1.12           Liens................................................................................95
 SECTION 9.1.13           Acquisition Agreement................................................................95
 SECTION 9.1.14           Material Adverse Change..............................................................95
 SECTION 9.1.15           Material Document Default............................................................95
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 SECTION 9.1.16           Foreign Subsidiary Guarantor Event of Default.......................................95
 SECTION 9.2              Available Action if Event of Default................................................95

                                                    ARTICLE X
                                        REMEDIES; APPLICATION OF PROCEEDS

 SECTION 10.1             Remedies; Obtaining the Collateral Upon Default.....................................96
 SECTION 10.2             Remedies; Disposition of the Collateral.............................................98
 SECTION 10.3             Application of Proceeds.............................................................98
 SECTION 10.4             WAIVER OF CLAIMS....................................................................99
 SECTION 10.5             Remedies Cumulative................................................................100
 SECTION 10.6             Discontinuance of Proceedings......................................................100

                                                    ARTICLE XI
                                               PRIORITY AND LIENS

 SECTION 11.1             Priority and Liens.................................................................100
 SECTION 11.2             Security Interest in Accounts......................................................101
 SECTION 11.3             Payment of Obligations.............................................................101
 SECTION 11.4             No Discharge; Survival of Claims...................................................101

                                                   ARTICLE XII
                                                    GUARANTY

 SECTION 12.1             Guaranty...........................................................................102
 SECTION 12.2             Guaranty Absolute, etc.............................................................102
 SECTION 12.3             Reinstatement, etc.................................................................103
 SECTION 12.4             Waiver, etc........................................................................103
 SECTION 12.5             Postponement of Subrogation, etc...................................................104
 SECTION 12.6             Right of Contribution..............................................................104
 SECTION 12.7             Successors, Transferees and Assigns; Transfers of Notes, etc.......................105

                                                   ARTICLE XIII
                                            THE ADMINISTRATIVE AGENT

 SECTION 13.1             Actions............................................................................105
 SECTION 13.2             Exculpation........................................................................106
 SECTION 13.3             Successor..........................................................................106
 SECTION 13.4             Credit Extensions by the Administrative Agent......................................106
 SECTION 13.5             Credit Decisions...................................................................107
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 SECTION 13.6             Copies, etc.......................................................................107
 SECTION 13.7             Release of Collateral.............................................................107

                                                   ARTICLE XIV
                                             MISCELLANEOUS PROVISIONS

 SECTION 14.1             Waivers, Amendments, etc..........................................................107
 SECTION 14.2             Notices...........................................................................109
 SECTION 14.3             Payment of Costs and Expenses.....................................................109
 SECTION 14.4             Indemnification...................................................................110
 SECTION 14.5             Survival..........................................................................Ill
 SECTION 14.6             Severability......................................................................Ill
 SECTION 14.7             Headings..........................................................................Ill
 SECTION 14.8             Execution in Counterparts, Effectiveness, etc.....................................Ill
 SECTION 14.9             Governing Law; Entire Agreement...................................................Ill
 SECTION 14.10            Successors and Assigns............................................................112
 SECTION 14.11            Sale and Transfer of Commitments and Participations in Letters of Credit;
                          Participations in Commitments and Participations in Letters of Credit.............112
 SECTION 14.11.1          Assignments.......................................................................112
 SECTION 14.11.2          Participations....................................................................113
 SECTION 14.12            Other Transactions................................................................114
 SECTION 14.13            Independence of Covenants.........................................................114
 SECTION 14.14            Press Releases and Related Matters................................................114
 SECTION 14.15            Parties Including Trustees; Bankruptcy Court Proceedings..........................115
 SECTION 14.16            Judgment Currency.................................................................115
 SECTION 14.17            Waiver of Jury Trial..............................................................116
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SCHEDULE I    --  Disclosure Schedule
SCHEDULE II   --  Lender Information
SCHEDULE III  --  Subordinated Intercompany Note Terms
SCHEDULE IV   --  Prepetition Letters of Credit
SCHEDULE V    --  First Day Orders

ANNEX I       --  13-Week Consolidated Cash Flow Projections
ANNEX II      --  Interim Order
ANNEX III     --  Initial Series 2002 Notes Documents
ANNEX IV      --  Primary DIP Facility Documents
ANNEX V       --  Form of Lease Payment Order
ANNEX VI      --  Primary DIP Facility Interim Order
ANNEX VII     --  Ford Leasing Order
ANNEX VIII    --  New Fleet Financing Order

EXHIBIT A     --  Form of Issuance Request
EXHIBIT B     --  Form of Borrowing Base Certificate
EXHIBIT C     --  Form of Availability Date Certificate
EXHIBIT D     --  Form of Lender Assignment Agreement
EXHIBIT E     --  Form of Security Agreement
EXHIBIT F     --  Form of Pledge Agreement
EXHIBIT G     --  Form of Trademark Assignment Agreement
EXHIBIT H     --  Form of Collateral Agency Agreement
EXHIBIT I     --  Form of Nominee Agreement
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                                     -viii-
<PAGE>
                         CREDIT AND GUARANTY AGREEMENT

         THIS CREDIT AND GUARANTY AGREEMENT, dated as of August 19, 2002, among
BUDGET GROUP, INC., a Delaware corporation as borrower and debtor and debtor in
possession ("Budget" or the "Borrower"), the Domestic Subsidiaries (capitalized
terms used in this preamble and the recitals and not defined herein or therein
to have the meanings set forth in Section 1.1 below) that are parties hereto as
"Domestic Subsidiary Guarantors" as guarantors and debtors and debtors in
possession (collectively, the "Domestic Subsidiary Guarantors" and, together
with the Borrower, the "DIP Obligors"), the Foreign Subsidiaries that are
parties hereto as "Foreign Subsidiary Guarantors" as guarantors (collectively,
the "Foreign Subsidiary Guarantors" and, together with, the Domestic Subsidiary
Guarantors, the "Subsidiary Guarantors"), the various financial institutions as
are or may become parties hereto as "Lenders" (collectively, the "Lenders"),
and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as the
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders.

                                  WITNESSETH:

         WHEREAS, on July 29, 2002 (the "Petition Date"), the DIP Obligors
filed voluntary petitions under Section 301 of the Bankruptcy Code with the
Bankruptcy Court initiating their Chapter 11 cases (the "Cases") and have
continued in the possession of their assets and in the management of their
business pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

         WHEREAS, the Borrower has requested that the Lenders make available a
senior, secured debtor in possession credit enhancement and replacement letters
of credit facility in an aggregate principal amount not to exceed
$342,905,617.66, under which all of the Borrower's Obligations will be
guaranteed by the Subsidiary Guarantors, subject to the terms hereof and of the
other Credit Documents and the Orders;

         WHEREAS, to provide security and priority for the repayment and
reimbursement of the Letters of Credit and the payment of the other Obligations
of the Obligors hereunder and under the other Credit Documents, the DIP
Obligors shall provide to the Administrative Agent for the benefit of the
Secured Parties, pursuant to the Orders, the superpriority claims, security
interests and Liens specified in the Orders;

         WHEREAS, all of the claims and the Liens granted hereunder and
pursuant to the Orders to the Administrative Agent for the benefit of the
Secured Parties shall be subject to the Carve-Out; and

         WHEREAS, the Lenders are willing to make such senior, secured debtor
in possession credit enhancement and replacement letters of credit facility in
an aggregate principal amount not to exceed $342,905,617.66 available upon and
subject to the terms and conditions hereinafter set forth;


<PAGE>
         NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                       DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.1       Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

         " 13-Week Consolidated Cash Flow Projections" means, with respect to
the relevant 13-week period, a consolidated projected statement of cash flow
for the operations of the Borrower and its Subsidiaries for such period in
respect of the Borrower's domestic segment (i.e., the United States), detailing
the sources and uses of such cash flow, in form and scope consistent with the
13-Week Consolidated Cash Flow Projections for the period ending Wednesday,
November 8, 2002 and attached as Annex I hereto.

         "1999 Senior Note Debt" means Indebtedness in respect of the 1999
Senior Notes.

         "1999 Senior Note Indenture" means the Indenture dated April 13, 1999
between the Borrower and Wells Fargo Bank Minnesota, N.A., as Trustee, as the
same may be amended, supplemented, amended and restated or otherwise modified
in accordance with the terms hereunder.

         "1999 Senior Notes" means the 9 1/8% Senior Notes due April 9, 2006
issued by the Borrower pursuant to the 1999 Senior Note Indenture.

         "Account Debtor" is defined in clause (d) of the definition of
"Eligible Receivable".

         "Account Party" means (a) the Borrower and (b) any Subsidiary
Guarantor for the account of which a Letter of Credit is issued in accordance
with Article IV.

         "Acquirer" means (a) a Person previously identified to the
Administrative Agent and the Lenders as "Cherokee" or (b) any other Person
satisfactory to the Required Lenders.

         "Acquisition" means the acquisition of the assets of, or a controlling
interest in, the Borrower's business by the Acquirer, including (a) the related
payment in full in cash of all outstanding Obligations (including the payment
of all unreimbursed Reimbursement Obligations and accrued letter of credit fees
in full in cash) and outstanding Prepetition Obligations and the refinancing,
termination and/or replacement of all Letters of Credit and all Prepetition
Letters of Credit and (b) the termination of all Commitments hereunder.

         "Acquisition Agreement Covenant" is defined in Section 8.1.14.

         "Additional Series Notes" is defined in Section 8.1.8.


                                      -2-
<PAGE>
         "Administrative Agent" is defined in the preamble and includes each
other Person as shall have subsequently been appointed as the successor
Administrative Agent pursuant to Section 13.3.

         "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power

                  (a)      to vote 10% or more of the securities (on a fully
         diluted basis) having ordinary voting power for the election of
         directors or managing general partners; or

                  (b)      to direct or cause the direction of the management
         and policies of such Person whether by contract or otherwise.

         "Agreement" means, on any date, this Credit and Guaranty Agreement as
originally in effect on the Closing Date and as thereafter from time to time
amended, supplemented, amended and restated, or otherwise modified and in
effect on such date.

         "Alternate Base Rate" means, on any date, a fluctuating rate of
interest per annum equal to the higher of

                  (a)      the rate of interest most recently established by
         Credit Suisse First Boston at its principal office in New York, New
         York as its prime rate for Dollar loans; and

                  (b)      the Federal Funds Rate most recently determined by
         the Administrative Agent plus 1/2%.

If for any reason the Administrative Agent shall have determined (which
determination shall be conclusive absent manifest error) that it is unable to
ascertain the Federal Funds Rate for any reason, including the inability of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms of the definition of "Federal Funds Rate", the Alternate Base Rate shall
be determined without regard to clause (b) of the first sentence of this
definition until the circumstances giving rise to such inability no longer
exist. The Alternate Base Rate is not necessarily intended to be the lowest
rate of interest determined by the Credit Suisse First Boston in connection
with extensions of credit. Changes in the rate of interest on applicable on any
Obligations will take effect simultaneously with each change in the Alternate
Base Rate. The Administrative Agent will give notice promptly to the Borrower
and the Lenders of changes in the Alternate Base Rate.

         "Applicable Commitment Fee" means, as of any date, a per annum fee of
75 basis points.

         "Applicable Margin" means, as of any date, a per annum rate of 3.50%.

         "Appraised Value" means, with respect to the Eligible Trademarks,
$466,000,000.

         "Assignee Lender" is defined in Section 14.11.1.


                                      -3-
<PAGE>
         "Authorized Officer" means, relative to the Borrower and any other
Obligor, those of its officers or managing members (in the case of a limited
liability company) whose signatures and incumbency shall have been certified to
the Administrative Agent and the Lenders pursuant to Section 6.1.1; provided
that, with respect to calculations relating to the financial covenants or the
Borrowing Base Amount or any component thereof or the delivery of the Financial
Statements and related financial reports, Borrowing Base Certificates or any
certificates evidencing whether an adverse tax consequence would arise as a
result of the Borrower's or any other Obligor's compliance with a provision
hereof or any other Credit Document, "Authorized Officer" means an Authorized
Officer that is the chief financial officer, chief accounting officer,
treasurer or controller of the Borrower or such other Obligor, as the case may
be, or any other Authorized Officer of Borrower or such other Obligor, as the
case may be, whose authority and responsibilities include substantially the
same authority and responsibilities as any of the foregoing.

         "Available Postpetition Enhancement Letter of Credit Commitment
Amount" means, on any date, the excess of (a) the lesser of (i) the
Postpetition Enhancement Letter of Credit Commitment Amount in effect on such
date and (ii) the aggregate amount of reimbursements made to (and retained by)
the Prepetition Agent and Prepetition Secured Lenders in respect of
Reimbursement Obligations (as defined in the Prepetition Credit Agreement) in
respect of Overenhancement Drawings over (b) the aggregate original Stated
Amounts of all Postpetition Enhancement Letters of Credit issued hereunder (it
being understood and agreed that if the Stated Amount of any outstanding
Postpetition Enhancement Letter of Credit is increased in lieu of the issuance
of an additional Postpetition Enhancement Letter of Credit then the original
Stated Amount of such Postpetition Enhancement Letter of Credit shall be deemed
to be equal to the actual original Stated Amount of such Postpetition
Enhancement Letter of Credit plus the aggregate amount of any such increases to
the Stated Amount of such Postpetition Enhancement Letter of Credit).

         "Availability Date" means the first date on which the conditions
precedent set forth in Article VI shall have been satisfied to the satisfaction
of the Administrative Agent.

         "Availability Date Certificate" means the availability date certificate
executed and delivered by the Borrower pursuant to Section 6.1.8, substantially
in the form of Exhibit C hereto.

         "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
heretofore and hereafter amended, and codified as 11 U.S.C. ss.ss.101 et seq.

         "Bankruptcy Court" means the United States Bankruptcy Court for the
 District of Delaware or any other court having jurisdiction over the Cases
 from time to time.

         "Bankruptcy Event" means, with respect to any Person, such Person
shall

                  (a)      become insolvent or generally fail to pay, or admit
         in writing its inability or unwillingness to pay, debts as they become
         due;


                                      -4-
<PAGE>
                  (b)      apply for, consent to, or acquiesce in, the
         appointment of a trustee, receiver, sequestrator or other custodian
         for such Person or any Property of any thereof, or make a general
         assignment for the benefit of creditors;

                  (c)      in the absence of such application, consent or
         acquiescence, permit or suffer to exist the appointment of a trustee,
         receiver, sequestrator or other custodian for such Person or for a
         substantial part of the Property of any thereof, and such trustee,
         receiver, sequestrator or other custodian shall not be discharged
         within 60 days;

                  (d)      permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or insolvency law, or any dissolution,
         winding up or liquidation proceeding, in respect of such Person, and,
         if any such case or proceeding is not commenced by such Person, such
         case or proceeding shall be consented to or acquiesced in by such
         Person or shall result in the entry of an order for relief or shall
         remain for 60 days undismissed; or

                  (e)      take any action authorizing, or in furtherance of,
         any of the foregoing.

         "BGI Leasing" means BGI Leasing, Inc., a Delaware corporation that is
a special purpose, bankruptcy remote, Wholly Owned Subsidiary of the Borrower.

         "Borrower" is defined in the preamble.

         "Borrowing Base Amount" means, at any time, an amount equal to the
excess of:

                  (a)      the sum (without duplication) of:

                           (i)      85% of Eligible Receivables at such time;
         plus

                           (ii)     100% of Eligible Cash and Cash Equivalent
                  Investments at such time;

         plus

                           (iii)    the sum of (x) 90% of the Net Book Value of
                  all Eligible Repurchase Vehicles at such time and (y) 85% of
                  the Non-Repurchase Value of all Eligible Non-Repurchase
                  Vehicles at such time;

         plus

                           (iv)     the sum of (x) 50% of the appraised value
                  of all Eligible Real Estate for which there is an appraisal
                  dated on or subsequent to June 30, 2002 and (y) 30% of the
                  Net Book Value of all other Eligible Real Estate at such
                  time;


                                      -5-
<PAGE>
         plus

                           (v)      the sum (without duplication) of (x) 50% of
                  the Appraised Value of all Eligible Trademarks at such time
                  and (y) 25% of the Net Book Value of all Eligible FF&E at
                  such time; provided that in no event shall the amount added
                  to the Borrowing Base Amount pursuant to this clause (a)(v)
                  exceed the sum of the preceding clauses (a)(i) through (iv);

over

                  (b)      the aggregate amount of Primary DIP Facility
         Obligations at such time.

         "Borrowing Base Certificate" means a certificate duly completed and
executed by an Authorized Signatory of the Borrower, substantially in the form
of Exhibit B hereto; provided, however, that the Administrative Agent may

                  (a)      at any time specify changes to such form for the
         purpose of monitoring or clarifying the Borrower's compliance with the
         Borrowing Base Amount; and

                  (b)      from time to time review computations of the
         Borrowing Base Amount submitted by the Borrower pursuant to Section
         6.1.10 and clause (g) of Section 8.1.1 and, if in the Administrative
         Agent's reasonable opinion, the computation in any Borrowing Base
         Certificate of the Borrowing Base Amount shall not have been computed
         in accordance with its definition, the Administrative Agent shall have
         the right to adjust such computation so long as written notice of such
         adjustment is provided to the Borrower.

         "BRACC" means Budget Rent A Car Corporation, a Delaware corporation
and a direct Wholly Owned Subsidiary of the Borrower.

         "Budget" is defined in the preamble.

         "Budget Capital" means Budget Group Capital Trust, a Delaware business
trust.

         "Budget Capital Trust Documents" means, collectively, the Amended and
Restated Declaration of Trust dated as of June 19, 1998, among the Borrower,
Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as
Delaware Trustee, and the other trustees named therein, including the terms of
the Convertible Preferred Securities (and the Common Securities referred to
therein) annexed to such Amended and Restated Declaration of Trust, and the
certificates evidencing the Convertible Preferred Securities (and such Common
Securities).

         "Budget Funding Corporation" means Budget Funding Corporation, a
Delaware corporation that is a special purpose, bankruptcy remote, Wholly Owned
Subsidiary of TFFC.

         "Business Acquisition" means the acquisition, by purchase or
otherwise, of all or substantially all of the assets (or any part of the
assets constituting all or substantially all of a


                                      -6-
<PAGE>
business or line of business) of any Person, whether such acquisition is direct
or indirect, including through the acquisition of the business of, or Capital
Stock of, such Person.

         "Business Day" means any day which is neither a Saturday or Sunday nor
a legal holiday on which banks are authorized or required to be closed in New
York, New York.

         "Canadian Dollars" and the symbol "Cdn$" means the lawful currency of
Canada.

         "Capital Expenditures" means, for any period, the sum of

                  (a)      the aggregate amount of all expenditures of the
         Borrower and its Subsidiaries for fixed or capital assets made during
         such period which, in accordance with GAAP, would be classified as
         capital expenditures; and

                  (b)      the aggregate amount of all Capitalized Lease
         Liabilities incurred during such period.

         "Capital Stock" means with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of such
Person's capital stock or equity, whether now outstanding or issued after the
date hereof, including all common stock, preferred stock, partnership
interests, trust certificates and member interests.

         "Capitalized Cost" of a Pledged Vehicle means the costs and expenses
incurred by the Borrower in connection with the acquisition of such Pledged
Vehicle as established by the invoice delivered in connection with such Pledged
Vehicle.

         "Capitalized Lease Liabilities" means all monetary obligations of the
Borrower or any of its Subsidiaries under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as capitalized leases, and,
for purposes of this Agreement and each other Credit Document, the amount of
such obligations shall be the capitalized amount thereof, determined in
accordance with GAAP, and, with respect to any such leasing or similar
arrangement, the stated maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a premium
or a penalty.

         "Cases" is defined in the first recital.

         "Cash Collateral" has the meaning set forth in Section 363(a) of the
Bankruptcy Code.

         "Cash Collateral Account" means the account established by the
Borrower under the sole and exclusive control of the Administrative Agent
maintained at the office of the Administrative Agent designated as "Budget
Group, Inc., Debtor in Possession Cash Collateral Account" or other similar
title.

         "Cash Equivalent Investment" means, at any time, High Quality
Investments maturing not more than 270 days after such time.


                                      -7-
<PAGE>
         "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of Property of the Borrower or any of its Subsidiaries (other than
Vehicles that are either (a) the subject of a finance lease between TFFC or any
other SPC, as lessor, and the Borrower or any other Subsidiary thereof, as
lessee, or (b) owned by TFFC or any other SPC).

         "Casualty Proceeds" means, with respect to any Casualty Event, the
amount of any insurance proceeds or condemnation awards received by or on
behalf of the Borrower or any of its Subsidiaries in connection with such
Casualty Event (provided that, in the event the aggregate amount of such
proceeds or awards resulting from such Casualty Event do not exceed $100,000,
such proceeds or awards shall not constitute Casualty Proceeds), but excluding
any proceeds or awards required to be paid to repay the Primary DIP Facility
Obligations or a creditor (other than the Lenders) which holds a first-priority
Lien permitted by Section 8.2.3 on the Property which is the subject of such
Casualty Event (including Vehicles securing Vehicle Debt).

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

         "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

         "Change in Control" means:

                  (a)      any Person other than the Borrower shall own any
         Capital Stock of BRACC or Ryder or otherwise have the ability to elect
         any members of the board of directors of BRACC or Ryder;

                  (b)      a "person" or "group" (within the meaning of
         Sections 13(d) and 14(d)(2) of the Exchange Act), excluding Sanford
         Miller, John D. Kennedy, Jeffrey D. Congdon or any Wholly Owned
         Subsidiary or Related Person of any one or more of them, (i) becomes
         the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
         Act) of more than 20% of the total then outstanding voting power of
         the Voting Stock of the Borrower or (ii) has the right or the ability
         by voting right, contract or otherwise to elect or designate for
         election a majority of the board of directors of the Borrower;

                  (c)      during any period of twelve consecutive calendar
         months, individuals who at the beginning of such period constituted the
         board of directors of the Borrower (together with any new directors
         whose election by such board of directors, or whose nomination for
         election by the shareholders of the Borrower, as the case may be, was
         approved by a vote of 66 2/3% of the directors then still in office who
         were either directors at the beginning of such period or whose election
         or nomination for election was previously so approved) cease for any
         reason to constitute 50% or more of the board of directors then in
         office;

                  (d)      any Person or two or more Persons acting in concert
         (in any such case, excluding Sanford Miller, John D. Kennedy, Jeffrey
         D. Congdon or any Wholly Owned Subsidiary of any one or more of them)
         shall have acquired by contract or otherwise, or shall have entered
         into a contract or arrangement that, upon consummation thereof, will


                                      -8-
<PAGE>
         result in its or their acquisition of the power to direct or control,
         directly or indirectly, the management or policies of the Borrower,
         BRACC or Ryder; or

                  (e)      a "Change of Control" under the Series B Notes, any
         other Subordinated Debt, the 1999 Senior Note Debt or the Primary DIP
         Facility Agreement shall have occurred.

         "Claim" has the meaning ascribed to such term in Section 101(5) of the
Bankruptcy Code.

         "Closing Date" means the date this Agreement becomes effective
pursuant to Section 14.8.

         "Code" means the Internal Revenue Code of 1986, and the regulations
thereunder, in each case as amended, reformed or otherwise modified from time
to time.

         "Collateral Agency Agreement" means the Second Amended and Restated
Collateral Agency Agreement (amending and restating that certain Amended and
Restated Collateral Agency Agreement, dated as of June 19, 1998), executed and
delivered by the Obligors parties thereto as grantors, TFFC, as nominee
titleholder, the Collateral Agent, not in its individual capacity but solely as
collateral agent for the Primary DIP Facility Agent, the Prepetition Agent and
the Administrative Agent, the Primary DIP Facility Agent, the Prepetition Agent
and the Administrative Agent, pursuant to clause (e) of Section 6.1.9,
substantially in the form of Exhibit I hereto, as the same may be amended,
supplemented, restated or otherwise modified from time to time.

         "Collateral Agent" means DB Trust, in its capacity as collateral agent
under the Collateral Agency Agreement, and its successors thereunder.

         "Collateral Turnover Date" means the Termination Date (as defined in
the Primary DIP Facility Agreement on the date hereof).

         "Commitment" means, relative to any Lender, such Lender's obligation
to issue (in the case of the Issuer) or participate in (in the case of all
Lenders) Letters of Credit pursuant to Section 2.1 and Article IV.

         "Commitment Amount" means, on any date, $342,905,617.66, as such
amount may be reduced from time to time pursuant to Section 2.2.3.

         "Concentration Account" means the deposit account established by BRACC
at Harris Trust and Savings Bank which shall be used for the daily
concentration of all funds received by the Borrower or any Subsidiary (other
than any SPC) from the operation of their business.

         "Confirmation Order" means an order of the Bankruptcy Court confirming
a Plan of Reorganization in any of the Cases.

         "Contingent Liability" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is
contingently liable upon (by direct or


                                      -9-
<PAGE>
indirect agreement, contingent or otherwise, to provide funds for payment, to
supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a
creditor against loss) the indebtedness, obligation or any other liability of
any other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the shares of any other Person. The amount of any Person's obligation under any
Contingent Liability shall (subject to any limitation set forth therein) be
deemed to be the outstanding principal amount (or maximum principal amount, if
larger) of the debt, obligation or other liability guaranteed thereby.

         "Controlled Group" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414(b) or 414(c) of
the Code or Section 4001 of ERISA.

         "Convertible Preferred Securities" means the Remarketable Term Income
Deferrable Equity Securities, convertible into shares of Budget's Class A
Common Stock, of which 6,000,000 shares were issued by Budget Capital in
connection with the Ryder Acquisition.

         "CP Enhancement Letter of Credit" means the Irrevocable Letter of
Credit No. TS-07001752 issued by Credit Suisse First Boston on June 20, 2001,
in the original stated amount of $85,000,000.

         "Credit Card Receivables" means Receivables in respect of MasterCard,
VISA or American Express credit or debit cards.

         "Credit Document" means this Agreement, the Pledge Agreement, any
Foreign Pledge Agreement, the Security Agreement, Control Agreement (as defined
in the Security Agreement), the Trademark Assignment Agreement, the Collateral
Agency Agreement, the Nominee Agreement, the Letters of Credit, the Enhancement
Letter of Credit Application and Agreements and each other agreement,
certificate, document or instrument delivered in connection with this Agreement
or any such other agreement and designated to be a "Credit Document", whether
or not specifically mentioned herein or therein.

         "Credit Extension" means and includes any issuance by the Issuer of a
Letter of Credit (including any increase in the Stated Amount thereof).

         "Credit Suisse First Boston" is defined in the preamble.

         "DB Trust" means Deutsche Bank Trust Company Americas (formerly known
as Bankers Trust Company).

         "Default" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event
of Default.

         "Demand Capitalization Note (1997-2)" means the promissory note dated
as of April 29, 1997, issued by BRACC to TFFC in connection with the commercial
paper program of Budget Funding Corporation.


                                     -10-
<PAGE>
         "Demand Capitalization Note (1998-3)" means the promissory note dated
as of June 19, 1998, issued by the Borrower to TFFC in connection with the
Series 1998-3 Notes (as defined in the Series 1998-3 Supplement).

         "Demand Capitalization Note (1998-4)" means the promissory note dated
as of June 19, 1998, issued by the Borrower to TFFC in connection with the
Series 1998-4 Notes (as defined in the Series 1998-4 Supplement).

         "Demand Capitalization Note (1999-3)" means the promissory note dated
as of June 25, 1999, issued by the Borrower to TFFC in connection with the
Series 1999-3 Notes (as defined in the Series 1999-3 Supplement).

         "Demand Capitalization Note (1999-4)" means the promissory note dated
as of June 25, 1999, issued by the Borrower to TFFC in connection with the
Series 1999-4 Notes (as defined in the Series 1999-4 Supplement).

         "Demand Capitalization Note (2001-2)" means the promissory note dated
as of April 18, 2001, issued by the Borrower to TFFC in connection with the
Series 2001-2 Notes (as defined in the Series 2001-2 Supplement).

         "Demand Capitalization Note (2001-3)" means the amended and restated
promissory note (amending and restating that certain promissory note dated as
of June 28, 2002), dated as of July 12, 2002, issued by the Borrower to TFFC in
connection with the Series 2001-3 Notes (as defined in the Series 2001-3
Supplement).

         "Demand Capitalization Note (2002-1)" means the promissory note, dated
as of August 6, 2002, issued by the Borrower to TFFC in connection with the
Series 2002-1 Notes (as defined in the Series 2002-1 Supplement).

         "Demand Capitalization Notes" is defined in clause (e) of Section
8.2.2.

         "Depreciation Charges" means, (a) with respect to any Pledged Vehicle
that is an Eligible Repurchase Vehicle, the scheduled monthly depreciation
charge set forth by the Manufacturer in its Repurchase Program for such Pledged
Vehicle calculated on a daily basis and (b) with respect to any Pledged Vehicle
that is a Non-Repurchase Vehicle, the monthly depreciation charge set forth in
the related Depreciation Schedule. If such charge is expressed as a percentage,
the Depreciation Charges for such Pledged Vehicle shall be such percentage
multiplied by the Capitalized Cost for such Vehicle, calculated on a daily
basis. For any Pledged Vehicle not held for a full Related Month in the month
of acquisition or disposition, the Depreciation Charges shall be prorated by
multiplying the otherwise applicable Depreciation Charges by a fraction, the
numerator of which is the number of days from the date depreciation commences
(in accordance with the applicable Repurchase Program, if such Pledged Vehicle
is an Eligible Repurchase Vehicle) with respect to such Pledged Vehicle to the
first day of the next month and the denominator of which is the number of days
in such month. For the month in which an Eligible Repurchase Vehicle is turned
back to the applicable Manufacturer, the Depreciation Charges shall be prorated
by multiplying the otherwise applicable Depreciation Charges by a fraction, the
numerator of which is the number of days from the first day of such month to
the Turnback Date for such Pledged Vehicle and the denominator of which is the
number of days in such month. In


                                     -11-
<PAGE>
the event a Pledged Vehicle is sold to a third party, the Depreciation Charges
shall be prorated by multiplying the otherwise applicable Depreciation Charges
by a fraction, the numerator of which is the number of days from the first day
of such month to the date proceeds were received on the sale of such Pledged
Vehicle and the denominator of which is the number of days in such month.

         "Depreciation Schedule" means, with respect to a Non-Repurchase
Vehicle, a schedule of estimated monthly depreciation prepared by the Servicer
in accordance with GAAP and revised from time to time in the Servicer's sole
discretion.

         "Designated Prepetition Enhancement Letters of Credit" means the
Prepetition Enhancement Letters of Credit (other than the CP Enhancement Letter
of Credit).

         "Designated Prepetition Letters of Credit" means the Prepetition
Letters of Credit (other than the CP Enhancement Letter of Credit).

         "Designated Prepetition Obligations" means the aggregate Letter of
Credit Outstandings (as defined in the Prepetition Credit Agreement) in respect
of all Designated Prepetition Letters of Credit, and all accrued but unpaid
interest and fees, costs and other charges payable to the Prepetition Agent or
the Prepetition Secured Lenders under or pursuant to the Prepetition Credit
Agreement in respect of the Designated Prepetition Letters of Credit.

         "Determination Date" means the second Business Day prior to each
Reference Date.

         "Diminution" means any diminution in value of the Prepetition Secured
Lenders' and Prepetition Agent's interests in the Prepetition Collateral
resulting from (a) the use of the Cash Collateral and the use, sale, lease,
other disposition and depreciation of the Prepetition Collateral (except the
application of such Collateral to the repayment of Prepetition Debt other than
Adequate Protection Obligations), (b) the priming of the Prepetition Liens on
the Primed Prepetition Collateral by the Primary DIP Facility Liens and the
Secondary DIP Facility Liens, (c) the priming of the Prepetition Liens on the
Prepetition Collateral by the Carve-Out and (d) the imposition of the automatic
stay pursuant to Section 362 of the Bankruptcy Code.

         "DIP Obligors" is defined in the preamble.

         "Disbursement Date" is defined in Section 4.5.

         "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule L as it may be amended, supplemented or otherwise modified from time
to time by the Borrower with the written consent of the Administrative Agent
and the Required Lenders.

         "Disposition" is defined in Section 8.2.9.

         "Dissolved Entities" means Auto Rental Systems, Inc., Directors Row
Management Company, LLC and Warren Wooten Ford, Inc.

         "Distribution" means, with respect to any Person, any dividend or
distribution (in cash, Property or obligations) on any shares of any class of
Capital Stock (now or hereafter outstanding) of such Person or on any warrants,
options or other rights with respect to any shares


                                     -12-
<PAGE>
of any class of Capital Stock (now or hereafter outstanding) of such Person,
other than dividends or distributions payable in the common stock (other than
Redeemable Capital Stock) of such Person or warrants or options to purchase
such common stock or split-ups or reclassifications of its Capital Stock into
additional or other shares of such common stock.

         "Dollar" and the symbol "$" mean the lawful currency of the United
States.

         "Domestic Subsidiary" means any Subsidiary of the Borrower other than a
Foreign Subsidiary.

         "Domestic Subsidiary Guarantors" is defined in the preamble.

       "Eligible Assignee" means a lending institution at the time of any
proposed assignment having (a) total assets in excess of $1,000,000,000 which
is organized under the laws of the United States, or any state thereof or any
other country which is a member of the OECD, or a political subdivision of any
such country (provided that such bank is acting through a branch or agency
located in the country in which it is organized, another country which is also
a member of the OECD or in the Cayman Islands) and (b) unless the
Administrative Agent and the Issuer otherwise agree, long-term unsecured debt
ratings of BBB- (or better) from S&P and Baa3 (or better) from Moody's;
provided, however, that neither the Borrower nor any of its Affiliates shall
qualify as an Eligible Assignee.

         "Eligible Cash and Cash Equivalent Investments" means, at any time of
determination thereof, cash or Cash Equivalent Investments of the Borrower or
any Subsidiary of the Borrower that is a Subsidiary Guarantor as to which each
of the following requirements has been fulfilled to the reasonable satisfaction
of the Administrative Agent (which requirements shall be deemed to have been
fulfilled to the reasonable satisfaction of the Administrative Agent unless the
Administrative Agent shall have otherwise notified the Borrower in writing):

                  (a)      such cash or Cash Equivalent Investments are held
         free and clear of all Liens, other than the Primary DIP Facility
         Liens, the Prepetition Liens or the Liens in favor of the
         Administrative Agent for the benefit of the Lenders;

                  (b)      the Administrative Agent has a security interest in
         such cash or Cash Equivalent Investments, which security interest is,
         under applicable law, (i) legal, valid and binding and (ii) perfected
         and first priority (or, if such applicable law would not characterize
         security interests in any deposit account in which the holder of such
         security interest has rights senior to any other Person that obtains a
         judicial lien on, or execution against, such deposit account or
         obtains a lien thereon granted by the holder of such deposit account
         as "perfected" or "first priority", the Administrative Agent has
         rights with respect to such cash or Cash Equivalent Investments that
         is senior to any such Person), subject in priority only to the Primary
         DIP Facility Liens;

                  (c)      the Borrower or such Subsidiary has the full and
         unqualified right to assign and grant a Lien in such cash or Cash
         Equivalent Investments to the Administrative Agent (subject only to
         the Primary DIP Facility Liens and the Prepetition Liens);


                                     -13-
<PAGE>
                  (d)      such cash or Cash Equivalent Investment is in
         Dollars (or in Canadian Dollars, to the extent such cash or Cash
         Equivalent Investments in Canadian Dollars does not exceed Cdn
         $5,000,000);

                  (e)      such cash or Cash Equivalent Investments is held in
         an account subject to a Control Agreement (as defined in the Security
         Agreement); and

                  (f)      if such cash or Cash Equivalent Investment is
         subject to any dispute, setoff, counterclaim or other claim or defense
         on the part of the obligor thereunder or the party holding such asset,
         the portion of such cash or Cash Equivalent Investment so subject
         shall be excluded from Eligible Cash and Cash Equivalent Investments;

provided, however, that cash or Cash Equivalent Investments that would otherwise
be Eligible Cash and Cash Equivalent Investments but for the requirement in
clause (b)(ii) above or the requirement in clause (e) above shall be deemed to
be Eligible Cash and Cash Equivalent Investments to the extent such cash or Cash
Equivalent Investments does not exceed in the aggregate $10,000,000.
Notwithstanding anything to the contrary herein, "Eligible Cash and Cash
Equivalent Investment" shall not include any cash or Cash Equivalent Investments
held in the Letter of Credit Reimbursement Account.

         "Eligible FF&E" means, at any time of determination thereof, all
fixtures, furniture and equipment (collectively, "FF&E") of the Borrower or any
Subsidiary of the Borrower that is a Domestic Subsidiary Guarantor as to which
each of the following requirements has been fulfilled to the reasonable
satisfaction of the Administrative Agent (which requirements shall be deemed to
have been fulfilled to the reasonable satisfaction of the Administrative Agent
unless the Administrative Agent shall have otherwise notified the Borrower in
writing):

                  (a)      the Borrower or such Subsidiary owns such FF&E, free
         and clear of all Liens other than (i) the Liens in favor of the
         Administrative Agent for the benefit of the Lenders, (ii) the Liens
         described in clause (g) of Section 8.2.3 (provided that the aggregate
         amount of assessed and unpaid taxes, assessments or other governmental
         charges or levies that resulted in such Liens shall be deducted from
         the Net Book Value of Eligible FF&E for purposes of determining the
         Borrowing Base Amount), (iii) the Prepetition Liens and (iv) the
         Primary DIP Facility Liens;

                  (b)      the Borrower or such Subsidiary has the full and
         unqualified right to assign and grant a Lien in such FF&E to the
         Administrative Agent for the benefit of the Lenders (subject only to
         the Primary DIP Facility Liens and the Prepetition Liens);

                  (c)      the Administrative Agent has a security interest in
         such FF&E, which security interest is legal, valid, binding, perfected
         and first priority (subject only to the Primary DIP Facility Liens);

                  (d)      such FF&E is located in one of the States of the
         United States or the District of Columbia;


                                     -14-
<PAGE>
                  (e)      none of such FF&E consists of items in the
         Borrower's or such Subsidiary's possession but intended by the
         Borrower or such Subsidiary for return to the suppliers thereof;

                  (f)      none of such FF&E is obsolete, unsalable, damaged or
         otherwise unfit for sale; and

                  (g)      such FF&E has such other characteristics or criteria
         as the Administrative Agent, in its reasonable discretion, may specify
         in writing to the Borrower from time to time.

         "Eligible Manufacturer" means any of the following: DaimlerChrysler
AG, Ford Motor Company/Jaguar, General Motors Corporation, Mazda Motors of
America, Inc., Nissan Motors Corporation in U.S.A., Inc., Toyota Motor Sales,
U.S.A., Inc., Volkswagen of America, Honda Motor Company, Hyundai Motor Company
Ltd., Subaru of America, Inc., SAAB Automobile AB, Navistar International
Corporation, Isuzu Motors Ltd., Bavarian Motor Works, AG, Porsche AG, Volvo AB
and Kia Motors America, Inc.; provided that no Manufacturer will be deemed an
Eligible Manufacturer if a Manufacturer Event of Default has occurred and is
continuing with respect to such Manufacturer.

         "Eligible Non-Repurchase Vehicle" means any Non-Repurchase Vehicle (a)
that is a Pledged Vehicle, (b) the Manufacturer of which is an Eligible
Manufacturer and (c) with respect to which (i) the Collateral Agent is noted as
the first priority lienholder on the certificate of title therefor or (ii) the
certificate of title has been submitted to the appropriate state authorities
for such notation; provided, however, if the actions provided in clause (i) or
(ii) are not sufficient in any state to cause the lien of the Collateral Agent
upon such vehicle to be a perfected first priority lien, then in order for a
Non-Repurchase Vehicle titled in such state to be an "Eligible Non-Repurchase
Vehicle", such action as is required to cause the lien or the Collateral Agent
to be a perfected first priority lien (subject only to the Primary DIP Facility
Liens) shall have been taken by the Borrower.

         "Eligible Real Estate" means, at any time of determination thereof,
all real property (other than fixtures) (the "Specified Real Property") of the
Borrower or any Subsidiary of the Borrower that is a Domestic Subsidiary
Guarantor as to which each of the following requirements has been fulfilled to
the reasonable satisfaction of the Administrative Agent (which requirements
shall be deemed to have been fulfilled to the reasonable satisfaction of the
Administrative Agent unless the Administrative Agent shall have otherwise
notified the Borrower in writing):

                  (a)      the Borrower or such Subsidiary owns such Specified
         Real Property, free and clear of all Liens other than (i) the Liens in
         favor of the Administrative Agent for the benefit of the Secured
         Parties, (ii) the Prepetition Liens, (iii) the Primary DIP Facility
         Liens, (iv) the Liens described in clause (i) of Section 8.2.3 and (v)
         the Liens described in clause (h) of Section 8.2.3 (provided that the
         aggregate amount of assessed and unpaid taxes, assessments or other
         governmental charges or levies that resulted in such Liens shall be
         deducted from the Net Book Value of Eligible Real Estate for purposes
         of determining the Borrowing Base Amount);


                                     -15-
<PAGE>
                  (b)      the Borrower or such Subsidiary has the full and
         unqualified right to assign and grant a Lien in such Specified Real
         Property to the Administrative Agent for the benefit of the Secured
         Parties (subject only to the Primary DIP Facility Liens and the
         Prepetition Liens);

                  (c)      such Specified Real Property is located in one of
         the States of the United States or the District of Columbia; and (d)
         the Administrative Agent has a security interest in such Specified
         Real Property, which security interest is legal, valid, binding,
         perfected and first priority under all applicable laws (subject only
         to the Primary DIP Facility Liens).

         "Eligible Receivable" means, at any time of determination thereof, any
Receivable of the Borrower or any Subsidiary of the Borrower that is a
Subsidiary Guarantor (other than an Excluded Receivable) as to which each of
the following requirements has been fulfilled to the reasonable satisfaction of
the Administrative Agent (which requirements shall be deemed to have been
fulfilled to the reasonable satisfaction of the Administrative Agent unless the
Administrative Agent shall have otherwise notified the Borrower in writing):

                  (a)      the Borrower or such Subsidiary has lawful and
         absolute title to such Receivable, free and clear of all Liens other
         than the Liens in favor of the Administrative Agent for the benefit of
         the Secured Parties, the Prepetition Liens and the Primary DIP
         Facility Liens;

                  (b)      the Administrative Agent has a security interest in
         such Receivable, which security interest is legal, valid, binding,
         perfected and first priority (including under the secured transactions
         laws of any Canadian province that are analogous to the U.C.C.)
         (subject, in each case, only to the Primary DIP Facility Liens);
         provided, however, that

                           (i)      the aggregate amount of such Receivables as
                  to which the Administrative Agent has a security interest
                  under Canadian law may not exceed 15% of the total amount of
                  all Eligible Receivables at the time of such determination
                  (such Receivables that do not exceed such 15% threshold being
                  herein referred to as "Canadian Eligible Receivables"):

                           (ii)     no Receivable as to which any United States
                  federal or state governmental agency or instrumentality is
                  the Account Debtor may be an Eligible Receivable, except (A)
                  to the extent the Borrower or such Subsidiary has complied
                  with the Assignment of Claims Act of 1940, as amended (31
                  U.S.C. ss. 3727; 41 U.S.C. ss. 15), by delivering to the
                  Administrative Agent a notice of assignment in favor of the
                  Administrative Agent under such Act and in compliance with
                  applicable provisions of 31 C.F.R. ss. 7-103.8 and 41 C.F.R.
                  ss. 1-30.7, or with similar state law (collectively, for
                  purposes of this definition, the "Registration Requirements")
                  or (B) unless the Administrative Agent requests the Borrower
                  or such Subsidiary to comply with the Registration
                  Requirements with respect to the Receivables described in
                  this subclause (B) and the Borrower or such Subsidiary does
                  not exercise their best efforts to so comply, to the extent
                  the


                                     -16-
<PAGE>
                  aggregate amount of such Receivables would not exceed 5% of
                  the total amount of all Eligible Receivables at the time of
                  such determination; and

                           (iii)    no Receivable as to which any other
                  government or agency thereof (including any foreign
                  governmental authority or agency) is the Account Debtor may
                  be an Eligible Receivable;

                  (c)      the Borrower or such Subsidiary has the full and
         unqualified right to assign and grant a Lien in such Receivable to the
         Administrative Agent for the benefit of the Secured Parties (subject
         only to the Primary DIP Facility Liens and the Prepetition Liens);

                  (d)      such Receivable is payable in Dollars (or, in the
         case of Canadian Eligible Receivables, Dollars or Canadian Dollars)
         and is a legal, valid, binding and enforceable obligation of the
         Person who is obligated under such Receivable (the "Account Debtor"):

                  (e)      without limiting the effect of the preceding clause
         (d), such Receivable complies with all requirements of applicable law,
         including the Federal Consumer Credit Protection Act, the Federal
         Truth in Lending Act and Regulation Z of the F.R.S. Board;

                  (f)      if such Receivable is subject to any dispute,
         setoff, counterclaim or other claim or defense on the part of the
         Account Debtor denying liability under such Receivable, an amount of
         such Receivable equal to the portion of such Receivable so subject
         shall be excluded from Eligible Receivables;

                  (g)      such Receivable (i) evidences monetary obligations
         and (ii) is evidenced by (A) an invoice or statement rendered to the
         Account Debtor or (B) an obligation of the Account Debtor to make
         royalty payments to the Borrower or such Subsidiary pursuant to a
         franchise agreement that is in full force and effect;

                  (h)      such Receivable is a bona fide Receivable which
         arose in the ordinary course of business, and with respect to which,

                           (i)      in the case of a Receivable arising from
                  the sale of goods, such goods have been shipped or delivered
                  to and not rejected by the Account Debtor, such Receivable
                  was created as a result of a sale on an absolute basis and
                  not on a consignment, approval or sale-and-return basis and
                  all other actions necessary to create a binding obligation on
                  the part of the Account Debtor for such Receivable have been
                  taken, and

                           (ii)     in the case of a Receivable relating to the
                  rental of a Vehicle or the sale of services, such rental or
                  services have been completed or performed and not rejected by
                  the Account Debtor and all other actions necessary to create
                  a binding obligation on the part of the Account Debtor have
                  been taken;

                  (i)      with respect to such Receivable, the Account Debtor
         is not

                           (i)      an Affiliate of the Borrower or any of its
                  Subsidiaries,


                                     -17-
<PAGE>
                           (ii)     organized or located in a jurisdiction
                  other than the United States (except to the extent an Account
                  Debtor with respect to a Canadian Eligible Receivable is
                  located in Canada), or

                           (iii)    the subject of any reorganization,
                  bankruptcy, receivership, custodianship or insolvency or any
                  other condition of the type described in the definition of
                  the term Bankruptcy Event;

                  (j)      such Receivable is not outstanding more than 90 days
         past the due date with respect thereto;

                  (k)      no payment with respect to such Receivable made by
         check has been returned for insufficient funds;

                  (1)      such Receivable has not been placed with a lawyer or
         other agent for collection;

                  (m)      if the Borrower or any of its Subsidiaries is
         indebted to such Account Debtor and such Account Debtor has a
         contractual right of setoff with respect to such indebtedness, unless
         the Borrower or the relevant Subsidiary (as the case may be), on the
         one hand, and such Account Debtor, on the other hand, have entered
         into an agreement whereby the Account Debtor is prohibited from
         exercising any right of setoff with respect to the Receivables of the
         Borrower and its Subsidiaries, Eligible Receivables shall exclude an
         amount equal to the amount of such indebtedness; and

                  (n)      such Receivable has such other characteristics or
         criteria as the Administrative Agent, in its reasonable discretion,
         may specify in writing to the Borrower from time to time.

Notwithstanding the foregoing, (i) all Receivables of any single Account Debtor
(unless otherwise agreed to by the Required Lenders) and its Affiliates which,
in the aggregate, exceed (A) other than in the case of Credit Card Receivables,
5% of the total amount of all Eligible Receivables at the time of such
determination and (B) with respect to Credit Card Receivables, 25% of the total
amount of all Eligible Receivables at the time of such determination, shall be
deemed not to be Eligible Receivables to the extent of such excess, (ii) the
total amount of Eligible Receivables shall be reduced by an amount equal to the
excess, if any, of (x) the aggregate amount payable by the Borrower and its
Subsidiaries to Account Debtors that are franchisees of the Borrower or any of
its Subsidiaries at the time of such determination over (y) 5% of such total
amount of Eligible Receivables, and (iii) in determining the amount of
Receivables to be included as Eligible Receivables, the face amount of
Receivables shall be reduced by (A) the amount of all accrued and actual
returns, discounts, claims, credits or credits pending, charges, price
adjustments, commissions or other amounts due to any Person engaged by the
Borrower or the applicable Subsidiary of the Borrower in the rental or sale of
Vehicles, freight or finance charges or other allowances (including any amount
that the Borrower or such Subsidiary, as applicable, may be obligated to rebate
to a customer pursuant to the terms of any agreement or understanding (written
or oral) or that the Borrower or such Subsidiary, as applicable, established as
a reserve therefor (and the Borrower agrees that any such reserve will


                                     -18-
<PAGE>
in no event be less than the reserve that would be so established consistent
with past practice or in accordance with GAAP)) and (B) the aggregate amount of
all cash received in respect of Receivables but not yet applied by the Borrower
or such Subsidiary to reduce the amount of the Receivables.

         "Eligible Repurchase Program" means a repurchase program or guaranteed
depreciation program (a) of an Eligible Manufacturer, (b) pursuant to which the
repurchase price (or the price guaranteed to be received at auction) is at
least equal to the Capitalized Cost of each vehicle, minus all Depreciation
Charges accrued with respect to such vehicle prior to the date that the vehicle
is submitted for repurchase or auction, minus Excess Mileage Charges, Excess
Damage Charges and any other charges specified in such program, (c) that cannot
be amended or terminated with respect to any vehicle after the purchase of that
vehicle, (d) with respect to which a Manufacturer Event of Default has not
occurred which is continuing, (e) the terms of which are otherwise acceptable
to the Administrative Agent, and (f) the benefits of which have been
collaterally assigned to the Collateral Agent by an agreement acknowledged in
writing by the related Manufacturer and TFFC and the Collateral Agent have been
provided with an opinion of counsel or, if agreed by the Administrative Agent,
a certificate of an officer of the Manufacturer, in form and substance
reasonably satisfactory to such parties, that TFFC and the Collateral Agent can
enforce the applicable Manufacturer's obligations thereunder.

         "Eligible Repurchase Vehicle" means any Pledged Vehicle (a) which is
eligible under an Eligible Repurchase Program and (b) with respect to which (i)
the Collateral Agent is noted as the first lienholder on the certificate of
title therefor or (ii) the certificate of title has been submitted to the
appropriate state authorities for such notation; provided, however, if the
actions provided in clause (i) or (ii) are not sufficient in any state to cause
the lien of the Collateral Agent upon such vehicle to be a perfected first
priority lien, then in order for a vehicle titled in such state to be an
"Eligible Repurchase Vehicle", such action as is required to cause the lien of
the Collateral Agent to be a perfected first priority lien shall have been
taken by the Borrower.

         "Eligible Trademark" means, at any time of determination thereof, the
"Budget" trade name and each other Trademark of the Borrower or any Subsidiary
of the Borrower that is a Domestic Subsidiary Guarantor that is directly
related to the "Budget" trade name, so long as each of following requirements
has been fulfilled to the reasonable satisfaction of the Administrative Agent
(which requirements shall be deemed to have been fulfilled to the reasonable
satisfaction of the Administrative Agent unless the Administrative Agent shall
have otherwise notified the Borrower in writing):

                  (a)      the Borrower or such Subsidiary owns each such
         Trademark, free and clear of all Liens other than the Liens in favor
         of the Administrative Agent for the benefit of the Secured Parties,
         the Prepetition Liens and the Primary DIP Facility Liens;

                  (b)      the Borrower or such Subsidiary has the full and
         unqualified right to assign and grant a Lien in each such Trademark to
         the Administrative Agent for the benefit of the Secured Parties
         (subject only to the Primary DIP Facility Liens and the Prepetition
         Liens);


                                     -19-
<PAGE>
                  (c)      each such Trademark is subsisting and has not been
         adjudged invalid or unenforceable, in whole or in part;

                  (d)      each such Trademark is valid and enforceable;

                  (e)      the Borrower or such Subsidiary has made all
         necessary filings and recordations to protect its interest in each
         such Trademark in the United States Patent and Trademark Office;

                  (f)      the Borrower or such Subsidiary is the exclusive
         owner of the entire and unencumbered right, title and interest in and
         to each such Trademark and no claim has been made that the use of any
         such Trademark does or may violate the asserted rights of any third
         party;

                  (g)      the Borrower or such Subsidiary has performed all
         acts and has paid all required fees and taxes necessary or desirable
         to maintain each such Trademark in full force and effect in the United
         States;

                  (h)      the Administrative Agent has a security interest in
         each such Trademark, which security interest is legal, valid, binding,
         perfected and first priority (subject, in each case, only to the
         Primary DIP Facility Liens); and

                  (i)      each such Trademark is subject to a Trademark
         Assignment Agreement that was duly executed and delivered by the
         Borrower or such Subsidiary to the Administrative Agent.

         "EMEA Subsidiary" means any Foreign Subsidiary of Borrower which
conducts all or substantially all of its operations in Europe, the Middle East
or Asia.

         "Enhancement Letter of Credit Application and Agreement" means, with
respect to each Enhancement Letter of Credit, the application and agreement
therefor completed by the account party or parties in respect of such
Enhancement Letter of Credit and accepted by the Issuer; provided that no such
agreement shall provide that any Obligor shall be required to reimburse the
Issuer prior to the Reimbursement Date relating to any draw on the Enhancement
Letter of Credit that was issued in connection with such agreement.

         "Enhancement Letter of Credit Commitment Amount" means
$277,388,721.00, as such amount may be reduced from time to time pursuant to
Section 2.2.3.

         "Enhancement Letters of Credit" is defined in Section 8.1.8.

         "Environmental Laws" means all applicable federal, state, foreign or
 local statutes, laws, ordinances, codes, rules, regulations and guidelines
 (including consent decrees and administrative orders) relating to public
 health and safety and protection of the environment.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
 amended, and any successor statute thereto of similar import, together with
 the regulations thereunder, in


                                     -20-
<PAGE>
each case as in effect from time to time. References to sections of ERISA also
refer to any successor sections thereto.

         "Event of Default" is defined in Section 9.1.

         "Excess Damage Charges" means, with respect to any Repurchase Vehicle,
the amount charged to the applicable Obligor or the Nominee, or deducted from
the Repurchase Price, by the Manufacturer of such Repurchase Vehicle due to
damage over a prescribed limit to the Repurchase Vehicle at the time that the
Repurchase Vehicle is turned in to such Manufacturer or its agent for
repurchase pursuant to the applicable Repurchase Program.

         "Excess Mileage Charges" means, with respect to any Repurchase
Vehicle, the amount charged to the applicable Obligor or Nominee, or deducted
from the Repurchase Price, by the Manufacturer of such Repurchase Vehicle due
to the fact that such Vehicle has mileage over a prescribed limit at the time
that such Vehicle is turned in to such Manufacturer or its agent for repurchase
pursuant to the applicable Repurchase Program.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Excluded Receivable" means any Receivable of the Borrower or any
Subsidiary of the Borrower that is a Domestic Subsidiary Guarantor and is (a)
subject to a Lien which is not a Lien in favor of the Administrative Agent for
the benefit of the Secured Parties (other than the Prepetition Liens or the
Primary DIP Facility Liens) and (b) (i) an obligation payable to TFFC in respect
of Vehicles leased or financed pursuant to a Lease, (ii) an obligation of a
manufacturer of a Vehicle securing Vehicle Debt pursuant to a Repurchase Program
(as defined in the Base Indenture), (iii) an obligation of an insurer or
governmental entity with respect to a Casualty Event in respect of a Vehicle
securing Vehicle Debt, (iv) an obligation of a Person in respect of the purchase
price of a Vehicle securing Vehicle Debt or (v) an obligation of a franchisee of
the Borrower or any of such Subsidiaries payable to the Borrower or such
Subsidiary (in each such case, such franchisee's "franchisor") in respect of the
leasing by such franchisee of Vehicles to be used in the ordinary course of its
business to the extent such franchisor has granted a security interest in such
obligation to the Person that provided the financing for the acquisition of such
Vehicles, provided (A) such financing constitutes Vehicle Debt, (B) the
aggregate amount of such financing does not exceed $100,000,000 and (c) such
franchisor has pledged the Receivables of such franchisee arising from such
Vehicles to the Administrative Agent for the benefit of the Secured Parties.

         "Existing Series Supplements" means, collectively, the Series 1996-1
Supplement, the Series 1997-1 Supplement, the Series 1997-2 Supplement, the
Series 1998-3 Supplement, the Series 1998-4 Supplement, the Series 1999-3
Supplement, the Series 1999-4 Supplement, the Series 2001-2 Supplement and the
Series 2001-3 Supplement.

         "Fair Market Value" means with respect to a Pledged Vehicle that is a
Non-Repurchase Vehicle on any date of determination, the market value of such
Pledged Vehicle as specified in the most recently published National Automobile
Dealers' Association, Official Used Car Guide, Central Edition (the "NADA
Guide") for the model class and model year of such Pledged Vehicle based on
the average equipment and the average mileage of each Non-Repurchase


                                     -21-
<PAGE>
Vehicle of such model class and model year then currently pledged under the
Security Agreement. If such Non-Repurchase Vehicle is not listed in the most
recently published NADA Guide, then the Black Book Official Finance/Lease Guide
(the "Lease Guide") shall be used to estimate the wholesale price of the
Non-Repurchase Vehicle, based on the Non-Repurchase Vehicle's model class and
model year for which the wholesale price of such vehicle is not so published in
the NADA Guide; provided, however, that if the Lease Guide is unavailable, the
Fair Market Value of such Non-Repurchase Vehicle shall be based on an
independent third-party data source approved by the Supermajority Lenders based
on the average mileage of each Non-Repurchase Vehicle of such model class and
model year then pledged under the Security Agreement or based upon such other
methodology approved by the Supermajority Lenders.

         "Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to

                  (a)      the weighted average of the rates on overnight
         federal funds transactions with members of the Federal Reserve System
         arranged by federal funds brokers, as published for such day (or, if
         such day is not a Business Day, for the next preceding Business Day)
         by the Federal Reserve Bank of New York; or

                  (b)      if such rate is not so published for any day which
         is a Business Day, the average of the quotations for such day on such
         transactions received by Credit Suisse First Boston from three federal
         funds brokers of recognized standing selected by it.

         "Final Order" means an order of the Bankruptcy Court entered in the
Cases after a final hearing under Bankruptcy Rule 4001(c)(2) granting final
authorization of entry into this Agreement and the other Credit Documents and
the transactions contemplated hereby and thereby and granting the Liens and
Super-Priority Claims in favor of the Administrative Agent for the benefit of
the Secured Parties, substantially in the form of the Interim Order, and
otherwise in form and substance reasonably satisfactory to the Administrative
Agent.

         "Finance Lease Collateral" means all Property of the Borrower or any
of its Subsidiaries that are parties to any lease between the Borrower and such
Subsidiaries, as lessees, and TFFC, as lessor, that is characterized as a
finance lease securing, collateralizing or in which a lien or security interest
of TFFC, as lessor, or the TFFC Indenture Trustee exists under any such lease.

         "Financial Statements" means the (a) consolidated income (loss)
statements, statements of changes in financial position or cash flows (as
applicable) and balance sheets of Borrower and (b) consolidating income (loss)
statements and balance sheets of Borrower, in each case, referred to in Section
7.5 or delivered in accordance with clause (a), (b) or (c) of Section 8.1.1

         "First Day Orders" means all orders entered by the Bankruptcy Court
set forth on Schedule V.

         "Fiscal Month" means any of the monthly accounting periods of the
Borrower.

         "Fiscal Quarter" means any quarter of a Fiscal Year.


                                     -22-
<PAGE>
         "Fiscal Year" means any period of twelve consecutive calendar months
ending on December 31; references to a Fiscal Year with a number corresponding
to any calendar year (e.g., the "2002 Fiscal Year") refer to the Fiscal Year
ending on the December 31 occurring during such calendar year.

         "Ford Leasing Order" means an order of the Bankruptcy Court that was
entered in the Cases, after notice and a hearing conducted in accordance with
Bankruptcy Rule 400l(c), a copy of which is attached as Annex VII hereto.

         "Foreign Pledge Agreement" means any supplemental pledge agreement
governed by the laws of a jurisdiction other than the United States or a state
thereof executed and delivered by any Obligor pursuant to the terms of this
Agreement, in form and substance satisfactory to the Administrative Agent, as
may be necessary or desirable under the laws of organization or incorporation
of a Subsidiary to further protect or perfect the Lien on and security interest
in any Pledged Shares (as such terms are defined in the Pledge Agreement).

         "Foreign Subsidiary" means any Subsidiary of the Borrower (a) which is
organized under the laws of any jurisdiction outside of the United States of
America, (b) which conducts the major portion of its business outside of the
United States of America and (c) all or substantially all of the Property and
assets of which are located outside of the United States of America.

         "Foreign Subsidiary Guarantors" is defined in the preamble.

         "F.R.S. Board" means the Board of Governors of the Federal Reserve
System or any successor thereto.

         "Fully Collateralized Condition" means the Primary DIP Facility shall
have been paid in full or cash collateralized in full in accordance with the
terms of the Primary DIP Facility Agreement.

         "GAAP" is defined in Section 1.5.

         "Group IV Lease" means the Lease defined in clause (v) of the
definition thereof. "Guaranteed Obligations" is defined in Section 4.10.1.

         "Guaranty" means the Obligations of the Subsidiary Guarantors
undertaken pursuant to Article XII.

         "Hazardous Material" means

                  (a)      any "hazardous substance", as defined by CERCLA;

                  (b)      any "hazardous waste", as defined by the Resource
         Conservation and Recovery Act, as amended; or

                  (c)      any pollutant or contaminant or hazardous, dangerous
         or toxic chemical, material or substance (including any petroleum
         product) within the meaning of any other


                                     -23-
<PAGE>
         applicable federal, state or local law, regulation, ordinance or
         requirement (including consent decrees and administrative orders)
         relating to or imposing liability or standards of conduct concerning
         any hazardous, toxic or dangerous waste, substance or material, all as
         amended.

         "Hedging Agreements" means, collectively, currency exchange
agreements, interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements, and all other agreements or arrangements
designed to protect a Person against fluctuations in interest rates or currency
exchange rates.

         "Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under Hedging Agreements.

         "herein", "hereof, "hereto", "hereunder" and similar terms contained
in this Agreement or any other Credit Document refer to this Agreement or such
other Credit Document, as the case may be, as a whole and not to any particular
Section, paragraph or provision of this Agreement or such other Credit
Document.

         "High Quality Investments" means

                  (a)      U.S. Government Obligations;

                  (b)      participation certificates (excluding strip mortgage
         securities that are purchased at prices exceeding their principal
         amounts) and senior debt obligations of the Federal Home Loan Mortgage
         Corporation, consolidated system wide bonds and notes of the Farm
         Credit System, senior debt obligations and mortgage-backed securities
         (excluding stripped mortgage securities which are purchased at prices
         exceeding their principal amounts) of the Federal Mortgage Association
         which, in the case of mortgage-backed securities, are rated at least
         AA by S&P and Aa by Moody's, senior debt obligations (excluding
         securities that have no fixed value and/or whose terms do not promise
         a fixed dollar amount at maturity or call date) of the Student Loan
         Marketing Association and debt obligations of the Resolution Funding
         Corp. (collectively, "Agency Obligations"):

                  (c)      direct obligations of any state of the United States
         or any subdivision or agency thereof whose short-term unsecured
         general obligation debt has ratings from S&P of at least A-l and
         Moody's of at least P-l or any obligation that has ratings from S&P
         and Moody's at least equivalent to A-l and P-l, respectively, and
         which is fully and unconditionally guaranteed by any state,
         subdivision or agency whose short term, unsecured general obligation
         debt has ratings from S&P and Moody's at least equivalent to A-l and
         P-l, respectively;

                  (d)      commercial paper maturing in not more than 270 days
         which is issued by a corporation (other than an Affiliate of any
         Obligor) and having ratings from S&P and Moody's at least equivalent
         to A-l and P-l, respectively;

                  (e)      deposits, federal funds or bankers acceptances
         (maturing in not more than 365 days) of any domestic bank (including a
         branch office of a foreign bank which


                                     -24-
<PAGE>
         branch office is located in the United States, provided that the
         Administrative Agent shall have received a legal opinion or opinions
         to the effect that full and timely payment of such deposit or similar
         obligation is enforceable against the principal office or any branch
         of such bank), which:

                           (i)      has an unsecured, uninsured and
                  unguaranteed obligation which has ratings from S&P and
                  Moody's at least equivalent to A-l and P-l, respectively, or

                           (ii)     is the lead bank of a parent bank holding
                  company with an uninsured, unsecured and unguaranteed
                  obligation meeting the rating requirements in the preceding
                  clause (i):

                  (f)      deposits of any bank or savings and loan association
         which has combined capital, surplus and undivided profits of not less
         than $100,000,000, provided such deposits are fully insured by the
         Federal Deposit Insurance Corporation, the Banking Insurance Fund or
         the Savings Association Insurance Fund;

                  (g)      investments in a money-market fund which may be a
         12b-l fond as registered under the Investment Company Act of 1940 and
         is rated at least the equivalent of AAm or AAm-G by S&P and P-l by
         Moody's;

                  (h)      repurchase agreements with a term of six months or
         less with any institution having short-term, unsecured debt rated at
         least the equivalent of A-l by S&P and P-l by Moody's;

                  (i)      repurchase agreements collateralized by U.S.
         Government Obligations or Agency Obligations (the "Collateral
         Securities") with any registered broker-dealer which is under the
         jurisdiction of the Securities Investors Protection Corp. or any
         commercial bank, if such broker-dealer or bank has uninsured,
         unsecured and unguaranteed debt rated at least the equivalent of A-l
         by S&P and P-l by Moody's, provided that:

                           (i)      a master repurchase agreement or other
                  specific written repurchase agreement governs the
                  transaction;

                           (ii)     the Collateral Securities are held free and
                  clear of any Lien other than the Prepetition Liens, the
                  Primary DIP Facility Liens or the Lien by the Administrative
                  Agent;

                           (iii)    a perfected first security interest is
                  created in, or book entry procedures prescribed at 31 C.F.R.
                  306.1 et seq. or 31 C.F.R. 350.0 et seq. are followed with
                  respect to, the Collateral Securities for the benefit of the
                  Administrative Agent for the benefit of the Secured Parties
                  (subject only to the Primary DIP Facility Liens);

                           (iv)     such repurchase agreement has a term of 30
                  days or less;


                                     -25-
<PAGE>
                           (v)      such repurchase agreement matures (or
                  permits the Administrative Agent to withdraw all or any
                  portion of the invested funds) at least ten (10) days (or
                  other appropriate liquidation period) prior to each Payment
                  Date;

                           (vi)     the fair market value of the Collateral
                  Securities in relation to the amount of the repurchase
                  obligation, including principal and interest, is equal to at
                  least one hundred and three percent (103%) (as determined by
                  the Borrower and certified by an Authorized Officer of the
                  Borrower to the Administrative Agent in a certificate in form
                  and substance satisfactory to the Administrative Agent); and

                           (vii)    the Administrative Agent obtains an opinion
                  of counsel to such broker-dealer or bank to the effect that
                  such repurchase agreement is a legal, valid, binding and
                  enforceable agreement of such broker-dealer or bank (and, in
                  the case of a bank which is a branch of a foreign bank, of
                  such foreign bank) in accordance with its terms; and

                  (j)      any other similar investments that are requested by
         the Borrower to be classified as "High Quality Investments" and
         consented to by the Administrative Agent in its sole and absolute
         discretion.

         "High Tides Debentures" means the 6 1/4% Junior Subordinated Debentures
due 2028 of Budget, which were purchased by Budget Capital using the proceeds
from its issuance of the Convertible Preferred Securities.

         "High Tides Debentures Indenture" means the Junior Subordinated
Indenture dated as of June 19, 1998, between the Borrower and Wilmington Trust
Company, as trustee.

         "High Tides Guaranty" means the Guarantee Agreement dated as of June
19, 1998, executed and delivered by the Borrower in connection with the
offering of the Convertible Preferred Securities.

         "Impermissible Qualification" means, relative to the opinion or
certification of any independent public accountant as to any Financial
Statement of the Borrower or any other Obligor, any qualification or exception
to such opinion or certification

                  (a)      which relates to the limited scope of examination of
         matters relevant to such Financial Statement; or

                  (b)      which relates to the treatment or classification of
         any item in such Financial Statement and which, as a condition to its
         removal, would require an adjustment to such item the effect of which
         would be to cause the Borrower or such other Obligor to be in default
         of any of its obligations under Section 8.2.6.

         "including" and "include" means including without limiting the
generality of any description preceding such term, and, for purposes of this
Agreement and each other Credit Document, the parties hereto agree that the
rule of ejusdem generis shall not be applicable to limit a general statement,
which is followed by or referable to an enumeration of specific matters, to
matters similar to the matters specifically mentioned.


                                     -26-
<PAGE>
         "Indebtedness" of any Person means, without duplication:

                  (a)      all obligations of such Person for borrowed money
         and all obligations of such Person evidenced by bonds, debentures,
         notes or other similar instruments;

                  (b)      all obligations, contingent or otherwise, relative
         to the face amount of all letters of credit, whether or not drawn, and
         banker's acceptances issued for the account of such Person;

                  (c)      all obligations of such Person as lessee under
         leases which have been or should be, in accordance with GAAP, recorded
         as Capitalized Lease Liabilities;

                  (d)      all other items which, in accordance with GAAP,
         would be included as liabilities on the liability side of the balance
         sheet of such Person as of the date at which Indebtedness is to be
         determined;

                  (e)      net liabilities of such Person under all Hedging
         Obligations;

                  (f)      whether or not so included as liabilities in
         accordance with GAAP, all obligations of such Person to pay the
         deferred purchase price of Property or services, and indebtedness
         (excluding prepaid interest thereon) secured by a Lien on Property
         owned or being purchased by such Person (including indebtedness
         arising under conditional sales or other title retention agreements),
         whether or not such indebtedness shall have been assumed by such
         Person or is limited in recourse;

                  (g)      Redeemable Capital Stock; and

                  (h)      all Contingent Liabilities of such Person in respect
         of any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer to the extent there is recourse
to such Person with respect to such Indebtedness.

         "Indemnified Liabilities" is defined in Section 14.4.

         "Indemnified Parties" is defined in Section 14.4.

         "Initial Series 2002 Notes" is defined in Section 8.1.8.

         "Interim Order" means an order of the Bankruptcy Court entered in the
Cases, after notice and a hearing conducted in accordance with Bankruptcy Rule
400 l(c), granting interim authorization of entry into this Agreement and the
other Credit Documents and the transactions contemplated hereby and thereby and
granting the Liens and Super-Priority Claims in favor of the Administrative
Agent for the benefit of the Secured Parties, a copy of which is attached as
Annex II hereto.

         "Inventory" has the meaning ascribed thereto in the Security
Agreement.


                                     -27-
<PAGE>
         "Investment" means, relative to any Person,

                  (a)      any loan or advance made by such Person to any other
         Person (excluding commission, travel and similar advances to officers
         and employees made in the ordinary course of business);

                  (b)      any Contingent Liability of such Person; and

                  (c)      any ownership or similar interest held by such
         Person in any other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made
by the transfer or exchange of Property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such Property.

         "Issuance Request" means a request and certificate duly executed by an
Authorized Officer of the Borrower, in substantially the form of Exhibit A
attached hereto (with such changes thereto as may be agreed upon from time to
time by the Administrative Agent and the Borrower).

         "Issuer" means, with respect to

                  (a)      any Letter of Credit, Credit Suisse First Boston or
         any of its affiliates, and/or any other Lender having short-term
         credit ratings of A-l (or better) from S&P and P-l from Moody's which
         has agreed to issue one or more Letters of Credit at the request of
         the Administrative Agent (which shall, at the Borrower's request,
         notify the Borrower from time to time of the identity of such other
         Lender); and

                  (b)      any Prepetition Letter of Credit, the Issuer (as
         defined in the Prepetition Credit Agreement).

         "Lease" means a Lease, as defined in the Base Indenture, including (i)
the Motor Vehicle Lease Agreement - Series 1996-1, dated as of December 1,
1996, as subsequently amended or modified, among TFFC, Budget and the lessees
party thereto; (ii) the Motor Vehicle Lease Agreement - Series 1997-1, dated as
of April 1, 1997, as subsequently amended or modified, among TFFC, Budget and
the lessees party thereto; (iii) the Motor Vehicle Lease Agreement - Series
1997-2, dated as of April 29, 1997, as subsequently amended or modified, among
TFFC, Budget and the lessees party thereto; (iv) the Amended and Restated
Master Motor Vehicle Lease Agreement - Group I, dated as of June 19, 1998, as
subsequently amended or modified, among TFFC, Budget and the lessees party
thereto; (v) the Second Amended and Restated Master Motor Vehicle Lease
Agreement - Group IV, dated as of August 6, 2002, as subsequently amended or
modified, among TFFC, Budget and the lessees party thereto; and (vi) the Master
Motor Vehicle Lease Agreement - Group V, dated as of April 18, 2001 as
subsequently amended or modified, among TFFC, Budget and the lessees party
thereto.


                                     -28-
<PAGE>
         "Lease Payment Order" means an order of the Bankruptcy Court entered
in the Cases, after notice and a hearing conducted in accordance with
Bankruptcy Rule 400 l(c), a copy of which is attached as Annex V hereto.

         "Lender Assignment Agreement" means a Lender Assignment Agreement
substantially in the form of Exhibit D hereto.

         "Lenders" is defined in the preamble and, in addition, shall include
any commercial bank or other financial institution that becomes a Lender
pursuant to Section 14.11.1.

         "Letter of Credit Outstandings" means, at any time, an amount equal to
the sum of

                  (a)      the aggregate Stated Amount at such time of all
         Letters of Credit then outstanding and undrawn (as such aggregate
         Stated Amount shall be adjusted, from time to time, as a result of
         drawings, the issuance of Letters of Credit, or otherwise);

plus

                  (b)      the aggregate Outstandings at such time.

         "Letter of Credit Reimbursement Account" means the account established
by the Administrative Agent and designated as "Budget Group, Inc.,
Debtor-in-Possession Letter of Credit Reimbursement Account" or other similar
title.

         "Letters of Credit" is defined in Section 8.1.8, which letters of
credit, in each case, shall be irrevocable standby letters of credit in such
form as may be requested by the Borrower and approved by the Issuer.

         "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in Property, or other priority or preferential
arrangement of any kind or nature whatsoever, to secure payment of a debt or
performance of an obligation.

         "Manufacturer" means a manufacturer of Pledged Vehicles.

         "Manufacturer Event of Default" means, with respect to any
Manufacturer, (a) the failure of such Manufacturer to pay any amount when due
pursuant to the related Repurchase Program with respect to a Pledged Vehicle
turned in to such Manufacturer or delivered to an authorized auction site
pursuant to the related Repurchase Program; provided, however, that such
failure continues for more than sixty (60) days following the Turnback Date
such that the aggregate of any such amounts not paid for more than sixty (60)
days are in the aggregate in excess of $5,000,000 net of amounts that are the
subject of a good faith dispute as evidenced in writing by either the Borrower
or any of its Subsidiaries, on the one hand, or the Manufacturer, on the other
hand, questioning the accuracy of the amounts paid or payable in respect of
certain Pledged Vehicles tendered for repurchase, or delivered to an authorized
auction site, under a Repurchase Program, (b) the termination of such
Manufacturer's Repurchase Program, (c) the occurrence of a Bankruptcy Event
with respect to such Manufacturer, (d) such Manufacturer is no longer an


                                     -29-
<PAGE>
Eligible Manufacturer or (e) the Repurchase Program of a Manufacturer shall no
longer be an Eligible Repurchase Program.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, Property, operations, assets, liabilities, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole,
(b) the ability of the Borrower and the Subsidiary Guarantors, taken as a
whole, to perform the obligations under the Orders and the Credit Documents,
(c) the validity or enforceability of the Orders or any of the Credit
Documents, (d) the rights and remedies of Administrative Agent and the Lenders
under the Orders and the Credit Documents or (e) timely payment of fees in
respect of any Letters of Credit hereunder or other amounts payable in
connection therewith.

         "Material Document" means any instrument, document or agreement set
forth in Item 8.2.10(a) ("Material Documents") of the Disclosure Schedule.(1)

         "Monthly Report" means a report specifying (a) the vehicle
identification numbers for all Pledged Vehicles pledged under the Security
Agreement during the Related Month, (b) the Net Book Value of all Eligible
Repurchase Vehicles as of the end of the Related Month, (c) the Non-Repurchase
Value of all Eligible Non-Repurchase Vehicles as of the end of the Related
Month, (d) the vehicle identification numbers for all Eligible Repurchase
Vehicles that have been turned back to the Manufacturer for repurchase or
auction during the Related Month and the repurchase prices therefor, (e) the
vehicle identification numbers and Net Book Value or Non-Repurchase Value, as
applicable, of all Pledged Vehicles that became casualties during the Related
Month, (f) the aggregate disposition proceeds received in respect of Pledged
Vehicles during the Related Month and (g) the aggregate Depreciation Charges
with respect to all Pledged Vehicles during the Related Month.

         "Moody's" means Moody's Investors Service, Inc.

         "Net Book Value" means

                  (a)      with respect to a Pledged Vehicle, (i) as of any
         date of determination during the period from the Pledge Date for such
         Pledged Vehicle to but excluding the Determination Date with respect
         to the Related Month in which such Pledge Date occurs (such
         Determination Date, the "Initial Determination Date" for such Pledged
         Vehicle), the Starting Net Book Value of such Pledged Vehicle, (ii) as
         of the Initial Determination Date for such Pledged Vehicle, (A) the
         Starting Net Book Value for such Pledged Vehicle minus (B) the
         aggregate Depreciation Charges accrued with respect to such Pledged
         Vehicle through the last day of the Related Month in which the Pledge
         Date for such Pledged Vehicle occurred, (iii) as of any Determination
         Date after the Initial Determination Date, (A) the Net Book Value of
         such Pledged Vehicle as calculated on the immediately preceding
         Determination Date minus (B) the aggregate Depreciation Charges
         accrued with respect to such Pledged Vehicle during the Related Month
         (through the last day thereof). After the Initial Determination Date,
         on any day which is not a


---------
(1)      To include, at a minimum, the Pre-Petition Fleet Financing Documents,
the Post-Petition Fleet Financing Documents, the Leases, the Demand
Capitalization Notes and the Ford agreements.


                                     -30-
<PAGE>
         Determination Date, the Net Book Value of a Pledged Vehicle shall be
         the Net Book Value calculated for such Pledged Vehicle on the most
         recent Determination Date; and

                  (b)      with respect to Eligible Real Estate, as of any
         determination date, the net book value thereof as included in the
         consolidated balance sheet of the Borrower and its Subsidiaries that
         are Domestic Subsidiary Guarantors as of the last day of then most
         recently completed calendar month in a manner consistent with the
         preparation of the balance sheet of the Borrower and its Subsidiaries
         for the 2001 Fiscal Year.

         "Net Disposition Proceeds" means the excess of

                  (a)      the gross cash proceeds received by the Borrower or
         any of its Subsidiaries from any Disposition of assets excluding (i)
         any proceeds of the Disposition of assets permitted by clause (a)(i)
         or (b) of Section 8.2.9. (ii) so long as no Default or Event of
         Default has occurred and is continuing or would result therefrom,
         proceeds of any Disposition of Vehicles pursuant to clause (a)(ii) of
         Section 8.2.9, (iii) proceeds of Dispositions of Vehicles pursuant to
         clause (a)(iii) of Section 8.2.9 which are retained or reinvested by
         an SPC pursuant to the Base Indenture, the applicable Series
         Supplement or the applicable Lease or used to repay any Vehicle Debt
         incurred by such SPC (whether incurred prior to, on or subsequent to
         the date hereof), (iv) the proceeds of which (other than the proceeds
         of a Disposition of all or substantially all of the assets of the DIP
         Obligors (whether including or excluding the assets relating to the
         truck rental business of the DIP Obligors or constituting the Capital
         Stock, assets or business of the Foreign Subsidiaries of the Borrower)
         are required to repay, or (in connection with the permanent reduction
         of the commitments thereunder) cash collateralize, any Primary DIP
         Facility Obligation (collectively referred to herein for purposes of
         this definition as an "excluded disposition") and (v) any cash
         payments received in respect of promissory notes or other non-cash
         consideration delivered to the Borrower or such Subsidiary in respect
         of any excluded disposition);

over

                  (b)      the sum of

                           (i)      all reasonable and customary fees and
                  expenses with respect to legal, investment banking, brokerage
                  and accounting and other professional fees, sales commissions
                  and disbursements actually incurred in connection with such
                  non-excluded disposition which have not been paid (other than
                  in the case of reasonable out-of-pocket expenses) to
                  Affiliates of the Borrower;

         plus

                           (ii)     all taxes and other governmental costs and
                  expenses actually paid or estimated by the Borrower or such
                  Subsidiary (in good faith) to be payable in cash in
                  connection with such non-excluded disposition;


                                     -31-
<PAGE>


         plus

                           (iii)    payments made by the Borrower or such
                  Subsidiary to retire, or (in connection with the permanent
                  reduction of the commitments thereunder) cash collateralize,
                  Indebtedness (other than the Reimbursement Obligations) of the
                  Borrower or such Subsidiary where payment of such Indebtedness
                  is required in connection with such non-excluded disposition
                  or pursuant to the Orders;

         plus

                           (iv)     with respect to any EMEA Subsidiary, the
                  amount of such proceeds used to satisfy the liabilities of
                  such EMEA Subsidiary (other than those owing to an Affiliate
                  of such EMEA Subsidiary) on the date of such disposition;

provided, however, that if, after the payment on any date of all taxes with
respect to such non-excluded disposition, the amount of estimated taxes, if any,
pursuant to clause (b)(ii) above exceeded the tax amount actually paid in
respect of such non-excluded disposition, the Borrower shall be deemed to have
been received Net Disposition Proceeds on such date in an amount equal to such
excess.

         "New Fleet Financing Final Order" means an order of the Bankruptcy
Court entered in the Cases after a final hearing under Bankruptcy Rule
4001(c)(2) granting final authorization of entry into the agreements, documents
and the transactions contemplated by the New Fleet Financing Interim Order and
thereby, substantially in the form of the New Fleet Financing Interim Order, and
otherwise in form and substance reasonably satisfactory to the Administrative
Agent.

         "New Fleet Financing Interim Order" means an order of the Bankruptcy
Court entered in the Cases, after notice and a hearing conducted in accordance
with Bankruptcy Rule 4001(c), a copy of which is attached as Annex VIII hereto.

         "New Fleet Financing Orders" means the New Fleet Financing Interim
Order and the New Fleet Financing Final Order.

         "Nominee" is defined in the Nominee Agreement.

         "Nominee Agreement" means the Second Amended and Restated Vehicle Title
Nominee Agreement (amending and restating that certain Amended and Restated
Vehicle Title Nominee Agreement, dated as of June 19, 1998), executed and
delivered by the Borrower and the other Obligors parties thereto and TFFC,
pursuant to clause (f) of Section 6.1.9, substantially in the form of Exhibit J
hereto, as the same may be amended, supplemented, restated or otherwise modified
from time to time.

         "Non-Repurchase Value" means, with respect to any Pledged Vehicle that
is a Non-Repurchase Vehicle, the lesser of (a) the Net Book Value of such
Pledged Vehicle and (b) the Fair Market Value of such Pledged Vehicle.

         "Non-Repurchase Vehicle" means a Vehicle that is not an Eligible
Repurchase Vehicle.


                                     - 32 -

<PAGE>

         "Obligations" means all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured, direct or indirect, choate or
inchoate, sole, joint, several or joint and several, due or to become due,
heretofore or hereafter contracted or acquired) of the Borrower and each other
Obligor arising under or in connection with this Agreement, the Letters of
Credit and each other Credit Document.

         "Obligor" means, as the context may require, the Borrower and the
Subsidiary Guarantors and any other Person (other than any SPC, the
Administrative Agent, the Issuer or any Lender) to the extent such Person is
obligated under, or otherwise a party to, this Agreement or any other Credit
Document.

         "OECD" means the Organization for Economic Cooperation and Development.

         "Orders" means the Interim Order and the Final Order.

         "Organic Document" means, relative to any Obligor, as applicable, its
certificate of incorporation, by-laws, certificate of partnership, partnership
agreement, certificate of formation, limited liability agreement and all
shareholder agreements, voting trusts and similar arrangements applicable to any
of such Obligor's partnership interests, limited liability company interests or
authorized shares of capital stock.

         "Outstandings" means the aggregate amount of all then unpaid and
outstanding Reimbursement Obligations.

         "Overenhancement Amount" means, with respect to any Designated
Prepetition Enhancement Letter of Credit that may be drawn upon as a result of
the failure of the Borrower or any of its Subsidiaries that are lessees under
any Lease to make all payments required under such Lease (such drawing in the
amount of the Overenhancement Amount referred to hereinafter as an
"Overenhancement Drawing"), the amount by which the Stated Amount of such
Designated Prepetition Enhancement Letter of Credit may be reduced as a result
of the reduction of the credit enhancement required therefrom that arises from
the regular disposition and depreciation of the Vehicles leased to such
Subsidiaries under such Lease.

         "Overenhancement Drawing" is defined in the definition of the term
Overenhancement Amount.

         "Participant" is defined in Section 14.11.2.

         "Payment Date" means the first Business Day of each calendar month.

         "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

         "Pension Plan" means a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the
Borrower or any corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, may have liability, including any liability by
reason of having been a substantial employer within the meaning of Section 4063


                                      -33-

<PAGE>

of ERISA at any time during the preceding five years, or by reason of being
deemed to be a contributing sponsor under Section 4069 of ERISA.

         "Percentage" means, relative to any Lender, the percentage set forth
opposite its name in Schedule II hereto or set forth in the Lender Assignment
Agreement, as such percentage may be adjusted from time to time pursuant to
Lender Assignment Agreement(s) executed by such Lender and its Assignee
Lender(s) and delivered pursuant to Section 14.11.1.

         "Person" means any natural person, corporation, limited liability
company, partnership, joint venture, joint stock company, firm, association,
trust or unincorporated organization, government, governmental agency, court or
any other legal entity, whether acting in an individual, fiduciary or other
capacity.

         "Petition Date" is defined in the first recital.

         "Plan" means any Pension Plan or Welfare Plan.

         "Plan of Reorganization" means a Chapter 11 plan confirmed in any of
the Cases.

         "Pledge Agreement" means the Pledge Agreement executed and delivered by
each Obligor party thereto and the Administrative Agent pursuant to clause (b)
of Section 6.1.9, substantially in the form of Exhibit G hereto, as amended,
supplemented, amended and restated or otherwise modified from time to time.

         "Pledge Date" means, with respect to a Pledged Vehicle, the date such
Pledged Vehicle is pledged as collateral under the Security Agreement.

         "Pledged Vehicle" has the meaning specified in the Security Agreement.

         "Postpetition Enhancement Letters of Credit" is defined in Section
8.1.8.

         "Postpetition Enhancement Letter of Credit Commitment Amount" means
$175,000,000, as such amount may be reduced from time to time pursuant to
Section 2.2.

         "Prepetition Collateral" means all Property securing the Prepetition
Obligations.

         "Prepetition Enhancement Letters of Credit" means those letters of
credit described under Item A ("Prepetition Enhancement Letters of Credit") of
Schedule IV hereto, which letters of credit were issued and are outstanding
under the Prepetition Credit Agreement.

         "Prepetition General Letters of Credit" means those letters of credit
described under Item B ("Prepetition General Letters of Credit") of Schedule IV
hereto, which letters of credit were issued and are outstanding under the
Prepetition Credit Agreement.

         "Prepetition Letters of Credit" means the Prepetition Enhancement
Letters of Credit and the Prepetition General Letters of Credit.


                                      -34-

<PAGE>

         "Prepetition Obligations" means the aggregate Letter of Credit
Outstandings (as defined in the Prepetition Credit Agreement) in respect of all
Prepetition Letters of Credit, and all accrued but unpaid interest and fees,
costs and other charges payable to the Prepetition Agent or the Prepetition
Secured Lenders under or pursuant to the Prepetition Credit Agreement in respect
of the Prepetition Letters of Credit.

         "Primary DIP Facility Final Order" means an order of the Bankruptcy
Court entered in the Cases after a final hearing under Bankruptcy Rule
4001(c)(2) granting final authorization of entry into the Primary DIP Facility
Agreement and the other Primary DIP Facility Documents and the transactions
contemplated thereby and granting the Liens and Super-Priority Claims in favor
of the Primary DIP Facility Agent for the benefit of itself and the Primary DIP
Facility Lenders, substantially in the form of the Primary DIP Facility Interim
Order, and otherwise in form and substance reasonably satisfactory to each of
the Administrative Agent and the Primary DIP Facility Agent.

         "Primary DIP Facility Interim Order" means an order of the Bankruptcy
Court entered in the Cases, after notice and a hearing conducted in accordance
with Bankruptcy Rule 4001(c), granting interim authorization of entry into the
Primary DIP Facility Agreement and the other Primary DIP Facility Documents and
the transactions contemplated thereby and granting the Liens and Super-Priority
Claims in favor of the Primary DIP Facility Agent for the benefit of itself and
the Primary DIP Facility Lenders, a copy of which is attached as Annex IV-A
hereto.

         "Primary DIP Facility Orders" means the Primary DIP Facility Final
Order and the Primary DIP Facility Interim Order.

         "Primary DIP Facility Enhancement Letters of Credit" means the
letter(s) of credit issued under the Primary DIP Facility, which letter(s) of
credit enhance the Initial Series 2002 Notes or any Additional Series Notes.

         "Projections" means the Borrower's forecasted consolidated: (a) balance
sheets; (b) profit and loss statements; (c) cash flow statements and (d)
capitalization statements, all prepared on a subsidiary-by-subsidiary or
division-by-division basis, if applicable, and otherwise consistent with the
historical Financial Statements of the Borrower, together with appropriate
supporting details and a statement of underlying assumptions.

         "Property" means any right, title or interest in or to property of any
kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including Capital Stock.

         "Rating Agencies" means S&P and Moody's.

         "Receivable" means any right to payment for goods sold or leased or for
services rendered, whether or not earned by performance, including any right to
payment under any franchise agreement.

         "Redeemable Capital Stock" means Capital Stock of the Borrower or any
of its Subsidiaries that, either by its terms, by the terms of any security into
which it is convertible or exchangeable or otherwise, (i) is or upon the
happening of an event or passage of time would be required to be redeemed (for
consideration other than shares of common stock of the Borrower)


                                      -35-

<PAGE>

on or prior to August 8, 2004, (ii) is redeemable at the option of the holder
thereof (for consideration other than shares of common stock of the Borrower) at
any time prior to such date or (iii) is convertible into or exchangeable for
debt securities of the Borrower or any of its Subsidiaries at any time prior to
such date.

         "Reference Date" means the 22nd day of each calendar month or, if such
day is not a Business Day, the next succeeding Business Day.

         "Reimbursement Date" means, with respect to any Reimbursement
Obligation arising as a result of a draw on

                  (a)      any Postpetition Enhancement Letter of Credit, the
         fifth Business Day following the date that the Issuer has given notice
         to the Primary DIP Facility Agent that the Issuer has honored a draw on
         such Enhancement Letter of Credit;

                  (b)      any Replacement Enhancement Letter of Credit, the
         Stated Maturity Date; and

                  (c)      any Replacement General Letter of Credit, the Stated
         Maturity Date.

Notwithstanding anything to the contrary in this definition, if the Fully
Collateralized Condition or the Collateral Turnover Date has occurred, the
Reimbursement Date relating to any Reimbursement Obligation arising as a result
of a draw on any Letter of Credit shall be the date that the Issuer honored such
draw.

         "Reimbursement Obligation" is defined in Section 4.6.

         "Related Month" means, with respect to any date of determination, the
period from and including the 26th day of the calendar month second preceding
such date of determination to and including the 25th day of the calendar month
immediately preceding such date.

         "Related Person" means, with respect to any natural person, (a) any
lineal descendant or antecedent, father, mother, spouse, brother, sister or
executor of such person or (b) a partnership, corporation, limited liability
company, trust or other entity formed solely for the benefit of any of the
foregoing.

         "Release" means a "release", as such term is defined in CERCLA.

         "Replacement Enhancement Letters of Credit" is defined in Section
8.1.8.

         "Replacement General Letters of Credit" is defined in Section 8.1.8.

         "Replacement Letters of Credit" is defined in Section 8.1.8.

         "Repurchase Price" means, with respect to any Repurchase Vehicle, the
price paid or payable by the Manufacturer thereof to repurchase such Vehicle
pursuant to its Repurchase Program.


                                      -36-


<PAGE>

         "Repurchase Program" means a program pursuant to which a Manufacturer
has agreed with BRACC or the Nominee (as defined in any Nominee Agreement) to
repurchase or guarantee the auction sale price of Vehicles manufactured by it or
one of its Affiliates.

         "Repurchase Vehicle" means any Vehicle subject to a Repurchase Program.

         "Required Lenders" means, at any time, Lenders holding more than 50% of
the Letter of Credit Outstandings, or if no Letters of Credit Outstandings are
then outstanding, Lenders having more than 50% of the Commitment Amount.

         "Requirement of Law" means, as to any Person, the Organic Documents of
such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other governmental authority, in each case applicable
to or binding upon such Person or any of its Property or to which such Person or
any of its Property is subject.

         "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

         "Ryder" is defined in the definition of the term Ryder Acquisition.

         "Ryder Acquisition" means the acquisition on June 19, 1998 of all of
the Capital Stock of Ryder TRS, Inc. ("Ryder"), by merging BDG Corporation, a
Delaware corporation and a Wholly Owned Subsidiary of Budget ("Merger Co."),
with and into Ryder (the "Merger"), which merger resulted in Ryder becoming a
direct Wholly Owned Subsidiary of Budget, as more fully described in the Merger
Agreement, dated March 8, 1998 (as amended through May 7, 1998, the "Merger
Agreement"), among Budget, Merger Co., Ryder Questor Partners Fund, L.P.,
Questor Side-by-Side Partners, L.P. and Madison Dearborn Capital Partners, L.P.

         "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc.

         "SEC" means the Securities and Exchange Commission.

         "Secured Parties" means the Lenders, the Issuer, the Administrative
Agent and each of their respective successors, transferees and assigns.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Security Agreement" means the Security Agreement executed and
delivered by each Obligor party thereto and the Administrative Agent pursuant to
clause (a) of Section 6.1.9, substantially in the form of Exhibit F hereto, as
amended, supplemented, amended and restated or otherwise modified from time to
time.

         "Series 1996-1 Supplement" means the Series 1996-1 Supplement, dated as
of December 1, 1996, among TFFC, as "Issuer", Budget, as "Servicer" and "Budget
Interestholder" and DB Trust, as "Trustee", to the Base Indenture, as the same
may be amended, supplemented, amended and restated or otherwise modified from
time to time.


                                      -37-

<PAGE>

         "Series 1997-1 Supplement" means the Series 1997-1 Supplement, dated as
of April 1, 1997, among TFFC, as "Issuer", Budget, as "Servicer" and "Budget
Interestholder" and DB Trust, as "Trustee", to the Base Indenture, as the same
may be amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Series 1997-2 Supplement" means the Amended and Restated Series 1997-2
Supplement, dated as of June 20, 2001, among TFFC, as "Issuer", Budget, as
"Servicer" and "Budget Interestholder" and DB Trust, as "Trustee", to the Base
Indenture, as the same may be amended, supplemented, amended and restated or
otherwise modified from time to time.

         "Series 1998-3 Supplement" means the Series 1998-3 Supplement, dated as
of June 1, 1998, among TFFC, as "Issuer", Budget, as "Servicer" and "Budget
Interestholder" and DB Trust, as "Trustee", to the Base Indenture, as the same
may be amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Series 1998-4 Supplement" means the Series 1998-4 Supplement, dated as
of June 1, 1998, among TFFC, as "Issuer", Budget, as "Servicer" and "Budget
Interestholder" and DB Trust, as "Trustee", to the Base Indenture, as the same
may be amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Series 1999-3 Supplement" means the Series 1999-3 Supplement, dated as
of June 25, 1999, among TFFC, as "Issuer", Budget, as "Servicer" and "Budget
Interestholder" and DB Trust, as "Trustee", to the Base Indenture, as the same
may be amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Series 1999-4 Supplement" means the Series 1999-4 Supplement, dated as
of June 25, 1999, among TFFC, as "Issuer", Budget, as "Servicer" and "Budget
Interestholder" and DB Trust, as "Trustee", to the Base Indenture, as the same
may be amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Series 2001-2 Supplement" means the Series 2001-2 Supplement, dated as
of April 18, 2001, among TFFC, as "Issuer", Budget, as "Servicer" and "Budget
Interestholder" and DB Trust, as "Trustee", to the Base Indenture, as the same
may be amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Series 2001-3 Supplement" means the Series 2001-3 Supplement, dated as
of November 29, 2001, among TFFC, as "Issuer", Budget, as "Servicer" and "Budget
Interestholder" and DB Trust, as "Trustee", to the Base Indenture, as the same
may be amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Series 2002-1 Supplement" means the Series 2002-1 Supplement, dated as
of August 6, 2002, among TFFC, as "Issuer", Budget, as "Servicer" and "Budget
Interestholder" and DB Trust, as "Trustee", to the Base Indenture, as the same
may be amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Series B Note Purchase Agreements" means the several Note Purchase
Agreements, dated as of April 25, 1997, in each case between Budget and the
purchaser named therein, as the


                                      -38-


<PAGE>

same may be amended, supplemented, amended and restated or otherwise modified
from time to time in accordance with the terms hereof.

         "Series B Notes" means the 6.85% Convertible Subordinated Notes, Series
B, due 2007 of Budget, issued pursuant to the Series B Note Purchase Agreements,
as the same may be amended, supplemented, amended and restated or otherwise
modified from time to time in accordance with the terms hereof.

         "Series Supplements" means, collectively, the Existing Series
Supplement and any Supplement (as defined in the Base Indenture) that relates to
the Initial Series 2002 Notes or any Additional Series Notes.

         "Servicer" means Budget, or such other party as is appointed as
Servicer under the Base Indenture, and its permitted successors as Servicer
thereunder.

         "SPC" means Budget Funding Corporation, BGI Leasing, TFFC and any other
bankruptcy-remote Subsidiary of the Borrower formed for the specific purpose of
issuing highly-rated commercial paper, medium-term notes or other securities in
connection with the financing of Vehicles or for the specific purpose of owning
such Vehicles and leasing such Vehicles to the Borrower and its other
Subsidiaries, in each case pursuant to a structured financing or securitization
program.

         "Starting Net Book Value" means, with respect to any Pledged Vehicle,
an amount equal to the lesser of (a) the Capitalized Cost of such Pledged
Vehicle reduced by the aggregate Depreciation Charges accrued with respect to
such Pledged Vehicle prior to the Pledge Date for such Pledged Vehicle and (b)
the Fair Market Value of such Pledged Vehicle as of the Pledge Date for such
Pledged Vehicle.

         "Stated Amount" means, with respect to

                  (a)      any Letter of Credit, the maximum amount available
         for drawing under such Letter of Credit (whether or not any conditions
         to drawing can then be met); and

                  (b)      any Prepetition Letter of Credit, the maximum amount
         available for drawing under such Prepetition Letter of Credit (whether
         or not any conditions to drawing can then be met).

         "Stated Expiry Date" is defined in Section 4.1.

         "Stated Maturity Date" means June 19, 2003.

         "Subordinated Debt" means all unsecured Indebtedness of the Borrower or
any Subsidiary Guarantor for money borrowed which is subordinated, upon terms
satisfactory to the Administrative Agent, in right of payment to the payment in
full in cash of all Obligations of the Borrower or such Subsidiary Guarantor, as
the case may be, including the Series B Notes and the High Tides Debentures.


                                      -39-

<PAGE>

         "Subordinated Demand Note" means the promissory note, dated as of April
29, 1997, issued by BRACC to TFFC, which provides for subordinated loans to be
made by TFFC to BRACC from time to time thereunder.

         "Subordinated Intercompany Debt" means unsecured Indebtedness (a)
subordinated to the Obligations by provisions substantially in the form set
forth in Schedule III hereto and (b) the terms of which (including interest
rate) are not more burdensome to the obligor or obligors thereunder than those
terms generally available from independent third parties to obligors similarly
situated as such obligor or obligors.

         "Subsidiary" means, with respect to any Person, any corporation,
partnership or other business entity of which more than 50% of the outstanding
capital stock (or other ownership interest) having ordinary voting power to
elect a majority of the board of directors, managers or other voting members of
the governing body of such entity (irrespective of whether at the time capital
stock (or other ownership interest) of any other class or classes of such entity
shall or might have voting power upon the occurrence of any contingency) is at
the time directly or indirectly owned by such Person, by such Person and one or
more other Subsidiaries of such Person, or by one or more other Subsidiaries of
such Person.

         "Subsidiary Guarantors" is defined in the preamble.

         "Supermajority Lenders" means, at any time, Lenders holding at least
66-2/3% of the Letter of Credit Outstandings, or if no Letters of Credit
Outstandings are then outstanding, Lenders having at least 66-2/3% of the
Commitment Amount and, in each case, constituting more than 50% in number of the
holders thereof.

         "Super-Priority Claim" means a claim against the Borrower or any
Domestic Subsidiary Guarantor which is an administrative expense claim having
priority over any or all administrative expenses of the kind specified in
Sections 503(b) or 507(b) of the Bankruptcy Code (other than the Primary DIP
Facility Obligations).

         "Taxes" is defined in Section 5.2.

         "Termination Date" means the earliest of

                  (a)      the Stated Maturity Date;

                  (b)      the date on which the Postpetition Enhancement Letter
         of Credit Commitment Amount is terminated in full or reduced to zero
         pursuant to Section 2.2;

                  (c)      the effective date of a Plan of Reorganization;

                  (d)      the consummation of the Acquisition by the Acquirer;
         and

                  (e)      the date on which any Termination Event occurs.

Upon the occurrence of any event described in clause (b) or (c) above, the
Commitments shall terminate automatically and without any further action.


                                      -40-

<PAGE>

         "Termination Event" means the occurrence and continuance of any Event
of Default and any of

                  (a)      the declaration of all or any portion of the Letter
         of Credit Outstandings to be due and payable pursuant to Section 9.2;
         or

                  (b)      the giving of notice by the Administrative Agent,
         acting at the direction of the Required Lenders, to the Borrower that
         the Commitments have been terminated; or

                  (c)      a Plan of Reorganization for the Borrower shall have
         been substantially consummated within the meaning of Section 1101(2) of
         the Bankruptcy Code; or

                  (d)      the Acquisition shall have been consummated pursuant
         to a Section 363 sale under the Bankruptcy Code.

         "TFFC Rights" means all right, title and interest of TFFC or the TFFC
Indenture Trustee in any Property of any Obligor including rights to the Finance
Lease Collateral.

         "Trademark" has the meaning set forth in the Security Agreement.

         "Trademark Assignment Agreement" means the Trademark Assignment
Agreement executed and delivered by each Obligor party thereto and the
Administrative Agent pursuant to clause (c) of Section 6.1.9, substantially in
the form of Exhibit H hereto, as amended, supplemented, amended and restated or
otherwise modified from time to time.

         "Turnback Date" means, with respect to a Pledged Vehicle that is an
Eligible Repurchase Vehicle, the date on which such Pledged Vehicle is accepted
for return by a Manufacturer or its agent pursuant to its Repurchase Program and
the Depreciation Charges with respect to such Vehicle cease to accrue pursuant
to its Repurchase Program.

         "U.C.C." means the Uniform Commercial Code as from time to time in
effect in the State of New York.

         "United States" or "U.S." means the United States of America, its fifty
states and the District of Columbia.

         "U.S. Government Obligations" means direct obligations of, or
obligations the timely payment of principal of and interest on which is fully
and unconditionally guaranteed by, the United States.

         "Vehicle Debt" means Indebtedness relating solely to the financing of
any Vehicle and secured thereby (and by related collateral).

         "Vehicle Schedule" has the meaning specified in the Security Agreement.

         "Vehicles" means, with respect to any Person, all existing and
hereafter acquired motor vehicle inventory of such Person, consisting of (i)
passenger automobiles, light-duty and medium-duty trucks and vans and (ii)
motorcycles, sport utility vehicles and buses, in each case,


                                     -41-


<PAGE>

whether held for sale, lease or rental purposes; provided that if the context so
requires, the term Vehicle shall mean any of the vehicles specified in clauses
(i) and (ii) of this definition without reference to a particular Person.

         "Voting Stock" means, with respect to any Person, Capital Stock in
respect of the class or classes pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers, trustees or other similar governing body of
such Person (irrespective of whether or not at the time the Capital Stock of any
other class or classes shall have or might have voting power by reason of the
occurrence of any contingency).

         "Welfare Plan" means a "welfare plan", as such term is defined in
Section 3(1) of ERISA.

         "Wholly Owned Subsidiary" means, with respect to any Person, a
Subsidiary all the Capital Stock (other than directors' qualifying shares that
are required under applicable law) of which is owned by such Person or another
Wholly Owned Subsidiary of such Person.

         SECTION 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including its preamble
and recitals, have the meanings provided in the Interim Order (or the Final
Order when applicable).

         SECTION 1.3 Use of Defined Terms. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in the Disclosure Schedule and in
each Issuance Request, Credit Document, notice and other communication delivered
from time to time in connection with this Agreement or any other Credit
Document.

         SECTION 1.4 Cross-References. Unless otherwise specified, references in
this Agreement and in each other Credit Document to any Article or Section are
references to such Article or Section of this Agreement or such other Credit
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.

         SECTION 1.5 Accounting and Financial Determinations. Unless otherwise
specified, all accounting terms used herein or in any other Credit Document
shall be interpreted, all accounting determinations and computations hereunder
or thereunder (including under Section 8.2.6) shall be made, and all Financial
Statements required to be delivered hereunder or thereunder shall be prepared in
accordance with, those generally accepted accounting principles ("GAAP") applied
in the preparation of the Financial Statements referred to in Section 7.5.
Unless otherwise expressly provided, all financial covenants and defined
financial terms shall be computed on a consolidated basis for the Borrower and
its Subsidiaries, in each case without duplication.


                                      -42-


<PAGE>

                                   ARTICLE II

                                  COMMITMENTS

         SECTION 2.1 Commitments. On the terms and subject to the conditions of
this Agreement (including Article VI) and the Orders, each Lender severally
agrees as follows:

         SECTION 2.1.1 Commitment to Issue Letters of Credit. From time to time
 on any Business Day, the Issuer will issue, and each Lender will participate
 in, the Letters of Credit, in accordance with Article IV.

         SECTION 2.1.2 Issuer Not Permitted or Required To Issue Letters of
 Credit Under Certain Circumstances. The Issuer shall not be permitted or
 required to issue any Letter of Credit if, after giving effect to the issuance
 thereof:

                  (a)      the sum of (x) all Letter of Credit Outstandings and
         (y) all Letter of Credit Outstandings (as defined in the Prepetition
         Credit Agreement) in respect of Designated Prepetition Letters of
         Credit would exceed the Commitment Amount;

                  (b)      any Lender's Percentage of the sum of (x) all Letter
         of Credit Outstandings and (y) all Letter of Credit Outstandings (as
         defined in the Prepetition Credit Agreement) in respect of Designated
         Prepetition Letters of Credit would exceed such Lender's Percentage of
         the Commitment Amount;

                  (c)      in the case of the issuance of a Postpetition
         Enhancement Letter of Credit, the sum of

                           (i)      the Letter of Credit Outstandings in respect
                  of all Postpetition Enhancement Letters of Credit (including
                  such newly-issued Postpetition Enhancement Letter of Credit)

         plus

                           (ii)     the Letter of Credit Outstandings in respect
                  of all Replacement Enhancement Letters of Credit

         plus

                           (iii)    the Letter of Credit Outstandings (as
                  defined in the Prepetition Credit Agreement) in respect of all
                  Designated Prepetition Enhancement Letters of Credit

         would exceed the Enhancement Letter of Credit Commitment Amount;

                  (d)      in the case of the issuance of a Postpetition
         Enhancement Letter of Credit, the sum of


                                      -43-


<PAGE>

                           (i)      the aggregate Stated Amount of all
                  Postpetition Enhancement Letters of Credit (including such
                  newly-issued Postpetition Enhancement Letter of Credit)

         plus

                           (ii)     the aggregate amount of unreimbursed draws
                  under all Postpetition Enhancement Letters of Credit

         would exceed the lesser of (x) the Postpetition Enhancement Letter of
         Credit Commitment Amount and (y) the Borrowing Base Amount;

                  (e)      in the case of the issuance of a Postpetition
         Enhancement Letter of Credit, the aggregate original Stated Amounts of
         all Postpetition Enhancement Letters of Credit issued hereunder
         (including such newly-issued Postpetition Enhancement Letter of Credit)
         (it being understood and agreed that if the Stated Amount of any
         outstanding Postpetition Enhancement Letter of Credit is increased in
         lieu of the issuance of an additional Postpetition Enhancement Letter
         of Credit then the original Stated Amount of such Postpetition
         Enhancement Letter of Credit shall be deemed to be equal to the actual
         original Stated Amount of such Postpetition Enhancement Letter of
         Credit plus the aggregate amount of all increases to the Stated Amount
         of such Postpetition Enhancement Letter of Credit) would exceed the
         lesser of (i) the Postpetition Enhancement Letter of Credit Commitment
         Amount in effect on such date and (ii) the aggregate amount of
         reimbursements made (and retained) in respect of Reimbursement
         Obligations (as defined in the Prepetition Credit Agreement) in respect
         of Overenhancement Drawings;

                  (f)      in the case of the issuance of a Postpetition
         Enhancement Letter of Credit, the Stated Amount of such Postpetition
         Enhancement Letter of Credit would exceed the minimum amount required
         to credit enhance the Initial Series 2002 Notes or any Additional
         Series Notes, as applicable, after taking into account all other credit
         enhancement (including any Postpetition Enhancement Letter of Credit
         that was previously issued as credit enhancement) for the Initial
         Series 2002 Notes or any such Additional Series Notes, as applicable;
         or

                  (g)      in the case of the issuance of an Enhancement Letter
         of Credit prior to the date that the Final Order has been entered into
         by the Bankruptcy Court, the aggregate Stated Amount of all Enhancement
         Letters of Credit issued hereunder (including such newly-issued
         Enhancement Letter of Credit) would exceed $0; or

                  (h)      in the case of the issuance of a Replacement Letter
         of Credit of

                           (i)      the type described in clause (b)(i)(A) of
                  Section 8.1.8, the Stated Amount of such Replacement Letter of
                  Credit would exceed the Stated Amount of the Designated
                  Prepetition Letter of Credit that such Replacement Letter of
                  Credit is to replace; and


                                      -44-


<PAGE>
                           (ii)     the type described in clause (b)(i)(B) or
                  (b)(ii) of Section 8.1.8, the Stated Amount of such
                  Replacement Letter of Credit would exceed the amount
                  reimbursed (and retained) in respect of the Prepetition
                  General Letter of Credit or Replacement General Letter of
                  Credit, respectively, that was the subject of the draw
                  described therein.

         SECTION 2.2 Reduction of the Commitment Amounts. The Commitment Amount,
Enhancement Letter of Credit Commitment Amount and Postpetition Enhancement
Letter of Credit Commitment Amount are subject to reduction from time to time
pursuant to this Section 2.2.

         SECTION 2.2.1 Optional. The Borrower may, from time to time on any
Business Day occurring after the Closing Date, voluntarily reduce the unused
amount of the Postpetition Enhancement Letter of Credit Commitment Amount;
provided, however, that all such reductions shall require at least three
Business Days' prior notice to the Administrative Agent and be permanent, and
any partial reduction of the Postpetition Enhancement Letter of Credit
Commitment Amount shall be in a minimum amount of $5,000,000 and in an integral
multiple of $1,000,000.

         SECTION 2.2.2 Mandatory. The Postpetition Enhancement Letter of Credit
Commitment Amount shall concurrently with the receipt by the Borrower or any of
its Subsidiaries (other than any SPC) of any Net Disposition Proceeds or
Casualty Proceeds, as the case may be, be reduced by an aggregate amount equal
to 100% of such Net Disposition Proceeds or 100% of such Casualty Proceeds, as
the case may be; provided, however, that the Postpetition Enhancement Letter of
Credit Commitment Amount shall not be reduced by the amount of any Casualty
Proceeds received by the Borrower or such Subsidiary under this Section so long
as (a) (i) the Borrower informs the Administrative Agent no later than 30 days
following the occurrence of the Casualty Event resulting in such Casualty
Proceeds of its or such Subsidiary's good faith intention to apply such Casualty
Proceeds to the rebuilding or replacement of the Property which was the subject
of such Casualty Event and (ii) such Casualty Proceeds are in fact so applied
within 180 days following the receipt of such Casualty Proceeds and (b) no
Default shall have occurred and be continuing. Each such reduction in the
Postpetition Enhancement Letter of Credit Commitment Amount shall be permanent
and automatic.

         SECTION 2.2.3 Automatic Reductions to the Commitment Amount and the
Enhancement Letter of Credit Commitment Amount. Upon any reduction of the
Postpetition Enhancement Letter of Credit Commitment Amount pursuant to Section
2.2.1 or 2.2.2, each of the Commitment Amount and the Enhancement Letter of
Credit Commitment Amount shall be concurrently reduced in an amount equal to
such reduction without any consent or other action by any party hereto. Each
such reduction in the Commitment Amount and the Enhancement Letter of Credit
Commitment Amount shall be permanent and automatic.

         SECTION 2.3 Loan Accounts. The participations in the Letter of Credit
Outstandings made by each Lender and the Letters of Credit issued by the Issuer
shall be evidenced by one or more loan accounts or records maintained by such
Lender or the Issuer, as the case may be, in the ordinary course of business.
The loan accounts or records maintained by the Administrative


                                      -45-


<PAGE>

Agent, the Issuer and each Lender shall be conclusive absent manifest error of
the amount of the participations in Letter of Credit Outstandings and the
Letters of Credit made by the Lenders and the Issuer, as the case may be, and
the interest and payments thereon. Any failure so to record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Letters of Credit
or of the Lenders with respect to participations in Letter of Credit
Outstandings.
                                   ARTICLE III

                                      FEES

         SECTION 3.1 Fees. The Borrower agrees to pay the fees set forth in this
Section 3.1. All such fees shall be non-refundable.

         SECTION 3.1.1 Commitment Fees. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender, for the period (including
any portion thereof when any of its Commitment is suspended by reason of the
Borrower's inability to satisfy any condition of Article VI) commencing on the
Closing Date and continuing to the Termination Date, a commitment fee equal to
the Applicable Commitment Fee on such Lender's Percentage of the average daily
Available Postpetition Enhancement Letter of Credit Commitment Amount. Such
commitment fee shall be payable by the Borrower in arrears on each Payment Date,
commencing with the first such day following the Closing Date, and on the
Termination Date.

         SECTION 3.1.2 Administrative Agent's Fee. The Borrower agrees to pay to
the Administrative Agent for its own account, a non-refundable administration
fee payable in advance on the Closing Date for the period from the Closing Date
to (but not including) the first Business Day of the immediately succeeding
calendar month in an amount equal to the product of (x) $205.50 and (y) the
number of days in such period and, thereafter, a non-refundable administration
fee payable in advance on the first Business Day of each calendar month
occurring subsequent to the Closing Date for the period from such first Business
Day of such calendar month to (but not including) the first Business Day of the
calendar month immediately succeeding such calendar month in an amount equal to
the product of (x) $205.50 and (y) the number of days in such period.

         SECTION 3.1.3 Postpetition Enhancement Letter of Credit Rollover Fee.
The Borrower agrees to pay to the Administrative Agent, for the account of the
Lenders, a fee for the issuance of each Postpetition Enhancement Letter of
Credit on the date of the issuance of such Postpetition Enhancement Letter of
Credit in an amount equal to 2.0% on the Stated Amount of such Postpetition
Enhancement Letter of Credit (it being understood and agreed that if the
Borrower requests that the Stated Amount of any existing Postpetition
Enhancement Letter of Credit be increased in lieu of the issuance of a new
Postpetition Enhancement Letter of Credit, the fee payable under this Section
3.1.3 shall only apply to the amount of such increase and not on the entire
Stated Amount of such increased Postpetition Enhancement Letter of Credit after
giving effect to such increase).

         SECTION 3.1.4 Letter of Credit Face Amount Fee. The Borrower agrees to
pay to the Administrative Agent, for the account of the Lenders, a fee for each
Letter of Credit for the


                                      -46-


<PAGE>

period from and including the date of the issuance of such Letter of Credit to
(but not including) the date upon which such Letter of Credit expires,
calculated at a per annum rate equal to the Applicable Margin on the Stated
Amount of such Letter of Credit; provided that so long as any Event of Default
shall have occurred and be then continuing such per annum rate shall be
increased by two percentage points (2.0%) from the date of such Event of Default
if the Administrative Agent or the Administrative Agent at the direction of the
Lenders shall have given written notice to the Borrower of such increase. Such
fee shall be payable by the Borrower in arrears each Payment Date, and on the
Termination Date for any period then ending for which such fee shall not
theretofore have been paid, commencing on the first such date after the issuance
of such Letter of Credit.

         SECTION 3.1.5 Letter of Credit Issuing Fee. The Borrower agrees to pay
to the Administrative Agent, for the account of the Issuer, an issuing fee for
each Letter of Credit for the period from and including the date of issuance of
such Letter of Credit to (but not including) the date upon which such Letter of
Credit expires, of 0.25% per annum on the Stated Amount of such Letter of
Credit. Such fee shall be payable by the Borrower in arrears on each Payment
Date and on the Termination Date for any period then ending for which such fee
shall not theretofore have been paid, commencing on the first such date after
the issuance of such Letter of Credit.

         SECTION 3.1.6 Issuer Fee. The Borrower agrees to pay to the
Administrative Agent, for the account of the Issuer, an upfront issuer fee for
the term of the Agreement in an amount equal to $100,000. Such fee shall be
earned and payable by the Borrower on the Closing Date.

         SECTION 3.1.7 Letter of Credit Administrative Fee. The Borrower agrees
to pay to the Administrative Agent, for the account of the Issuer, the amounts
set forth in Section 4.3.

                                   ARTICLE IV

                               LETTERS OF CREDIT

         SECTION 4.1 Issuance Requests. By delivering to the Administrative
Agent and the Issuer an Issuance Request, together with an Enhancement Letter of
Credit Application and Agreement if such Issuance Request is in respect of an
Enhancement Letter of Credit, the Borrower may request, from time to time prior
to the Termination Date and on not less than two nor more than 10 Business Days'
notice, in the case of Replacement General Letters of Credit and on not less
than five nor more than 10 Business Days' notice, in the case of Postpetition
Enhancement Letters of Credit or Replacement Enhancement Letters of Credit, that
the Issuer issue Letters of Credit in support of financial obligations of the
Borrower or any other Account Party incurred in the ordinary course of business
of the Borrower or such Account Party, as the case may be, and which are
described in such Issuance Request; provided that, in the case of an Issuance
Request that requests an increase in the Stated Amount of an Enhancement Letter
of Credit then outstanding, such Issuance Request shall be so delivered on not
less than two nor more than 10 Business Days notice. Any Issuance Request not
delivered on or before 1:00 p.m. (New York City, New York time) on a Business
Day shall be deemed to have been delivered on the immediately succeeding
Business Day. Upon receipt of an Issuance Request and, if


                                      -47-


<PAGE>

applicable, an Enhancement Letter of Credit Application and Agreement, the
Administrative Agent shall promptly notify the Lenders thereof. Each Letter of
Credit shall by its terms:

                  (a)      be issued in a Stated Amount denominated in Dollars
         which does not exceed the Stated Amount that such Letter of Credit may
         be issued under Section 2.1.2; and

                  (b)      be stated to expire on a date (its "Stated Expiry
         Date") no later than the first Business Day prior to the Stated
         Maturity Date.

         SECTION 4.2 Issuances. On the terms and subject to the conditions of
this Agreement (including Article VI) and the Orders, the Issuer shall issue
Letters of Credit in accordance with the Issuance Requests made therefor and, if
applicable, the Enhancement Letter of Credit Application and Agreement relating
thereto. The Issuer shall promptly confirm any such issuance (including the date
of such issuance) to the Administrative Agent. The Issuer will make available
the original of each Letter of Credit which it issues in accordance with the
Issuance Request and the Enhancement Letter of Credit Application and Agreement,
if applicable, therefor to the beneficiary thereof (and will promptly provide
each of the Lenders with a copy of such Letter of Credit).

         SECTION 4.3 Expenses. The Borrower agrees to pay to the Administrative
Agent for the account of the Issuer all administrative expenses of the Issuer in
connection with the issuance, maintenance, modification (if any) and
administration of each Letter of Credit issued by the Issuer upon demand from
time to time.

         SECTION 4.4 Other Lenders' Participation. (a) Each Letter of Credit
issued pursuant to Section 4.2 shall, effective upon its issuance and without
further action, be issued on behalf of all Lenders (including the Issuer
thereof) pro rata according to their respective Percentages. Each Lender shall,
to the extent of its Percentage, be deemed irrevocably to have participated in
the issuance of such Letter of Credit and shall be responsible to reimburse
promptly the Issuer thereof for Reimbursement Obligations which have not been
reimbursed by the Borrower in accordance with Section 4.5 or 4.7, or which have
been reimbursed by the Borrower but must be returned, restored or disgorged by
the Issuer for any reason. Each Lender shall, to the extent of its Percentage,
be entitled to receive from the Administrative Agent a ratable portion of the
letter of credit fees received by the Administrative Agent pursuant to Sections
3.1.3 and 3.1.4 with respect to each Letter of Credit.

         (b)      Not later than 11:00 a.m. (New York City, New York time) on
the first Business Day following the giving of written notice by the
Administrative Agent or the Issuer that the Issuer has honored a draw on a
Letter of Credit or the Issuer must for any reason return or disgorge a
reimbursement that it has received in respect of a draw on a Letter of Credit,
the Lenders (including the Issuer) shall fund a portion of such Reimbursement
Obligation in an amount equal to such Lender's Percentage of the amount of such
draw that the Issuer honored or the amount that the Issuer must return or
disgorge, as the case may be to the Administrative Agent for the account of the
Issuer, whether or not any Default shall have occurred and be continuing, in
same day or immediately available funds at the office of the Issuer specified in
such notice such Business Day.


                                      -48-

<PAGE>

         (c)      In the event that any Lender fails to make available to the
Administrative Agent for the account of the Issuer the amount of such Lender's
participation in such Letter of Credit as provided herein, the Issuer shall be
entitled to recover such amount on demand from such Lender together with
interest at the daily average Federal Funds Rate for three Business Days
(together with such other compensatory amounts as may be required to be paid by
such Lender to the Administrative Agent and/or the Issuer, as the case may be,
pursuant to the Rules for Interbank Compensation of the Council on International
Banking or the Clearinghouse Compensation Committee, as the case may be, as in
effect from time to time) and thereafter at the Alternate Base Rate plus 4.5%.
Nothing in this Section shall be deemed to prejudice the right of any Lender to
recover from the Issuer any amounts made available by such Lender to the Issuer
pursuant to this Section in the event that a court of competent jurisdiction
holds in a final and non-appealable judgment that the payment with respect to a
Letter of Credit by the Issuer in respect of which payment was made by such
Lender constituted gross negligence or willful misconduct on the part of the
Issuer.

         (d)      The Issuer shall distribute to the Administrative Agent for
the account of each other Lender which has paid all amounts payable by it under
this Section with respect to any Letter of Credit issued by the Issuer such
other Lender's Percentage of all payments received by the Issuer from the
Borrower in reimbursement of drawings honored by the Issuer under such Letter of
Credit when such payments are received.

         SECTION 4.5 Disbursements. (a) The Issuer will notify the Borrower, the
Administrative Agent and the Primary DIP Facility Agent in writing promptly of
the presentment for payment of any Letter of Credit, together with notice of the
date (a "Disbursement Date") such payment shall be made. Subject to the terms
and provisions of such Letter of Credit, the Issuer shall make such payment to
the beneficiary (or its designee) of such Letter of Credit.

         (b)      The Borrower will reimburse the Issuer for all amounts which
it has disbursed under such Letter of Credit on the Reimbursement Date relating
to the draw under such Letter of Credit; provided that

                  (i)      if such Letter of Credit is an Enhancement Letter of
         Credit, the Borrower may not make such reimbursement if at the time of
         such reimbursement, any event which constitutes (or, upon the passage
         of time and/or the giving of notice, would constitute) a Liquidation
         Event of Default, Limited Liquidation Event of Default or Amortization
         Event (in each case as defined in the Base Indenture or the Series
         Supplement to which such Enhancement Letter of Credit relates) has
         occurred and is continuing with respect to the Notes (as defined in the
         Base Indenture) to which such Series Supplement relates as a result of
         the event or condition that caused such draw, which event has not been
         waived in accordance with the terms of the Base Indenture and such
         Series Supplement; provided further, that the Borrower may, following
         the occurrence of an event described above in this clause (i), make
         such reimbursement (which reimbursement shall be made prior to the
         Reimbursement Date relating to such Enhancement Letter of Credit if the
         following conditions are satisfied prior to such date) only if (1) the
         related Liquidation Event of Default, Limited Liquidation Event of
         Default or Amortization Event has been waived as described in this
         clause (i) (and no other event as described above in this clause (i)
         shall have occurred and is continuing) and (2) simultaneously with, and
         as a condition to, such


                                      -49-

<PAGE>

         reimbursement of the amount drawn under such Enhancement Letter of
         Credit, the Issuer reinstates such Enhancement Letter of Credit such
         that the Stated Amount of such Enhancement Letter of Credit (after
         giving effect to such reinstatement) is not less than the Stated Amount
         of such Enhancement Letter of Credit as in effect immediately prior to
         such draw; and

                  (ii)     if such Letter of Credit is a Replacement General
         Letter of Credit, the Borrower shall make such reimbursement prior to
         the Reimbursement Date relating to such Replacement General Letter of
         Credit with the amounts that were funded from such draw and thereafter
         returned and deposited into an account established by the
         Administrative Agent for such purpose if such return is due solely to
         (A) the payment and performance in full of the underlying contract,
         agreement or obligations supported by such Replacement General Letter
         of Credit and the expiration or other termination of any and all
         underlying obligations, or (B) the issuance of a Replacement General
         Letter of Credit in exchange for the amount reimbursed under such drawn
         Replacement General Letter of Credit.

         (c)      Until the Issuer is reimbursed in full in respect of any
Reimbursement Obligation payable by the Borrower, such Reimbursement Obligation
shall accrue interest at a fluctuating rate determined by reference to the
Alternate Base Rate plus a margin of 4.5% per annum, which accrued interest
shall be payable on the date that such Reimbursement Obligation is paid in full
and on each Payment Date occurring during the period commencing on the date that
such Reimbursement Obligation arose and ending on the date that such
Reimbursement Obligation is paid in full.

         SECTION 4.6 Reimbursement. The obligation (a "Reimbursement
Obligation") of an Obligor under Section 4.5 or under the applicable
Enhancement Letter of Credit Application and Agreement to reimburse the Issuer
with respect to each disbursement (including interest thereon), and each
Lender's obligation to make participation payments in each drawing shall be
absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim, or defense to payment which the Borrower may have or
have had against any Lender or any beneficiary of a Letter of Credit, including
any defense based upon the occurrence of any Default, any draft, demand or
certificate or other document presented under a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient, the failure of any disbursement to
conform to the terms of the applicable Letter of Credit (if, in the Issuer's
good faith opinion, such disbursement is determined to be appropriate) or any
non-application or misapplication by the beneficiary of the proceeds of such
disbursement, or the legality, validity, form, regularity, or enforceability of
such Letter of Credit; provided, however, that nothing herein shall adversely
affect the right of the Borrower to commence any proceeding against the Issuer
for any wrongful disbursement made by the Issuer under a Letter of Credit as a
result of acts or omissions constituting gross negligence or willful misconduct
on the part of the Issuer.

         SECTION 4.7 Deemed Disbursements. (a) If

                  (i)      the Letter of Credit Outstandings in respect of
         Postpetition Enhancement Letters of Credit exceeds the lesser of (x)
         the Postpetition Enhancement Letter of Credit Commitment Amount in
         effect on such date (whether as a result of any reduction in the


                                      -50-

<PAGE>

         Postpetition Enhancement Letter of Credit Commitment Amount on any date
         (including pursuant to Section 2.2) or otherwise) and (y) the Borrowing
         Base Amount in effect on such date, an amount equal to 110% of that
         portion of such excess shall be deemed to have been paid or disbursed
         by the Issuer under such Postpetition Enhancement Letters of Credit
         (notwithstanding that such amount may not in fact have been so paid or
         disbursed), and the Borrower shall be immediately obligated to
         reimburse the Issuer such amount deemed to have been so paid or
         disbursed by the Issuer (provided, however, that if the Fully
         Collateralized Condition or the Collateral Turnover Date has not
         occurred, then the Borrower shall not be obligated to reimburse the
         Issuer for any such amount deemed to have been so paid or disbursed by
         the Issuer until the fifth Business Day following the date that the
         Issuer has given notice to the Primary DIP Facility Agent, the
         Administrative Agent and the Borrower that such amount has been deemed
         to have been paid or disbursed); or

                  (ii)     any Event of Default shall have occurred and be then
         continuing or the Termination Date shall have occurred, an amount equal
         to 110% of that portion of Letter of Credit Outstandings attributable
         to outstanding and undrawn Letters of Credit shall, at the election of
         the Issuer or the Administrative Agent acting on instructions from the
         Required Lenders, and without demand upon or notice to the Borrower, be
         deemed to have been paid or disbursed by the Issuer under such Letters
         of Credit (notwithstanding that such amount may not in fact have been
         so paid or disbursed), and, upon notification by the Issuer to the
         Administrative Agent, the Primary DIP Facility Agent and the Borrower
         or the Administrative Agent to the Primary DIP Facility Agent and the
         Borrower of the obligations of the Borrower under this Section, the
         Borrower shall be immediately obligated to reimburse the Issuer such
         amount deemed to have been so paid or disbursed by the Issuer
         (provided, however, that the Borrower shall not be obligated to
         reimburse the Issuer for any such amount deemed to have been so paid or
         disbursed by the Issuer unless the Administrative Agent shall have
         provided the Borrower (with a copy to the Primary DIP Facility Agent
         and the counsel for any statutory committee of unsecured creditors
         appointed in the Cases and to the United States Trustee in the Cases)
         with five Business Days' written notice prior that such amount has been
         deemed to have been paid or disbursed and that the Borrower is required
         to reimburse the issuer in respect thereof).

         (b)      Any amounts so received by the Issuer from the Borrower
pursuant to clause (a) of this Section shall be held in the Cash Collateral
Account as cash collateral security for the repayment of the Borrower's
obligations in connection with the related Letters of Credit issued by the
Issuer. At any time when any Letter of Credit that has been cash collateralized
has terminated and been returned and all Obligations of the Issuer with respect
thereto are either terminated or paid or reimbursed to the Issuer in full, the
Obligations of the Borrower under this Section shall be reduced accordingly
(subject, however, to reinstatement in the event any payment in respect of such
Letter of Credit is recovered in any manner from the Issuer), and the Issuer
will return to the Borrower the excess, if any, of

                  (i)      the aggregate amount deposited by the Borrower with
         the Issuer in respect of such terminated and returned Letter of Credit
         and not theretofore applied by the Issuer to any Reimbursement
         Obligation


                                      -51-

<PAGE>



 over

                  (ii)     the aggregate amount of all Reimbursement Obligations
         to the Issuer pursuant to this Section, as so adjusted.

         (c)      At such time when all Events of Default shall have been cured
or waived, the Issuer shall return to the Borrower all amounts then on deposit
with the Issuer pursuant to clause (a)(ii) of this Section as a result of any
such cash collateralization that was required as a result of such Events of
Default.

         (d)      All amounts on deposit pursuant to clause (a) of this Section
shall, until their application to any Reimbursement Obligation or their return
to the Borrower, as the case may be, bear interest at the daily average Federal
Funds Rate from time to time in effect (net of the costs of any reserve
requirements, in respect of amounts on deposit pursuant to this Section,
pursuant to F.R.S. Board Regulation D), which interest shall be held by the
Issuer as additional collateral security for the repayment of the Borrower's
Obligations in connection with the Letters of Credit issued by the Issuer.

         SECTION 4.8 Nature of Reimbursement Obligations. The Borrower shall
assume all risks of the acts, omissions, or misuse of any Letter of Credit by
the beneficiary thereof. Neither the Issuer nor any Lender (except to the extent
a court of competent jurisdiction holds in a final and non-appealable judgment
that the payment with respect to a Letter of Credit by the Issuer in respect of
which payment was made by such Lender constituted gross negligence or willful
misconduct on the part of the Issuer) shall be responsible for:

                  (a)      the form, validity, sufficiency, accuracy,
         genuineness, or legal effect of any Letter of Credit or any document
         submitted by any party in connection with the application for and
         issuance of a Letter of Credit, even if it should in fact prove to be
         in any or all respects invalid, insufficient, inaccurate, fraudulent,
         or forged;

                  (b)      the form, validity, sufficiency, accuracy,
         genuineness, or legal effect of any instrument transferring or
         assigning or purporting to transfer or assign a Letter of Credit or the
         rights or benefits thereunder or proceeds thereof in whole or in part,
         which may prove to be invalid or ineffective for any reason;

                  (c)      failure of the beneficiary to comply fully with
         conditions required in order to demand payment under a Letter of
         Credit;

                  (d)      errors, omissions, interruptions, or delays in
         transmission or delivery of any messages, by mail, cable, telegraph,
         telex, or otherwise; or

                  (e)      any loss or delay in the transmission or otherwise of
         any document or draft required in order to make a disbursement under a
         Letter of Credit or of the proceeds thereof.

None of the foregoing shall affect, impair, or prevent the vesting of any of the
rights or powers granted the Issuer or any Lender hereunder. In furtherance and
extension, and not in limitation or derogation, of any of the foregoing, any
action taken or omitted to be taken by the Issuer in


                                      -52-

<PAGE>

good faith shall be binding upon the Borrower and shall not put the Issuer under
any resulting liability to the Borrower.

         SECTION 4.9 Indemnity. In addition to amounts payable as elsewhere
provided herein, the Borrower hereby agrees to protect, indemnify, pay and save
the Issuer harmless from and against any and all claims, demands, liabilities,
damages, losses, costs, charges and expenses (including reasonable attorneys'
fees and allocated costs of internal counsel) which the Issuer may incur or be
subject to as a consequence, direct or indirect, of

                  (a)      the issuance of the Letters of Credit, other than as
         a result of the gross negligence or willful misconduct of the Issuer as
         held by a court of competent jurisdiction in a final and non-appealable
         judgment, or

                  (b)      the failure of the Issuer to honor a drawing under
         any Letter of Credit as a result of any act or omission, whether
         rightful or wrongful, of any present or future de jure or de facto
         government or governmental authority.

         SECTION 4.10 Borrower's Guaranty of Reimbursement Obligations of its
Subsidiaries. The Borrower agrees as follows in respect of the Reimbursement
Obligations of its Subsidiaries (other than SPCs):

         SECTION 4.10.1 Guaranty. The Borrower hereby absolutely,
unconditionally and irrevocably

                  (a)      guarantees the full and punctual payment when due,
         whether at stated maturity, by required prepayment, declaration,
         acceleration, demand or otherwise, of all Reimbursement Obligations now
         or hereafter existing, of each of its Subsidiaries that is an Account
         Party which arise out of, or are incurred in connection with, such
         Letters of Credit, whether for principal, interest, fees, expenses or
         otherwise, and

                  (b)      indemnifies and holds harmless each Secured Party for
         any and all costs and expenses (including reasonable attorney's fees
         and expenses) incurred by such Secured Party or such holder, as the
         case may be, in enforcing any rights under the guaranty contained in
         this Section 4.10.

The guaranty contained in this Section 4.10 constitutes a guaranty of payment
when due and not of collection, and the Borrower specifically agrees that it
shall not be necessary or required that any Secured Party exercise any right,
assert any claim or demand or enforce any remedy whatsoever against any Account
Party or any other Obligor (or any other Person) before or as a condition to the
obligations of the Borrower under the guaranty contained in this Section 4.10
(such obligations hereinafter referred to as the "Guaranteed Obligations").

         SECTION 4.10.2 Guaranty Absolute, etc. The guaranty contained in this
Section 4.10 shall in all respects be a continuing, absolute, unconditional and
irrevocable guaranty of payment, and shall remain in full force and effect until
all Guaranteed Obligations of the Account Parties have been paid in full in
cash, all Obligations of the Borrower and each other Obligor hereunder have been
paid in full in cash, all Letters of Credit have been terminated or expired and
all Commitments shall have terminated. The Borrower guarantees that the


                                      -53-

<PAGE>

Guaranteed Obligations of the Account Parties will be paid strictly in
accordance with the terms of this Agreement and each other Credit Document under
which they arise, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Secured Party with respect thereto. The liability of the Borrower under the
guaranty contained in this Section 4.10 shall be absolute, unconditional and
irrevocable irrespective of:

                  (a)      any lack of validity, legality or enforceability of
         this Agreement or any other Credit Document;

                  (b)      the failure of any Secured Party

                           (i)      to assert any claim or demand or to enforce
                  any right or remedy against any Account Party, any other
                  Obligor or any other Person (including any other guarantor
                  (including the Borrower)) under the provisions of this
                  Agreement, any other Credit Document or otherwise, or

                           (ii)     to exercise any right or remedy against any
                  other guarantor (including the Borrower) of, or collateral
                  securing, any Guaranteed Obligations of any Account Party;

                  (c)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the Guaranteed Obligations
         of any Account Party, or any other extension, compromise or renewal of
         any Guaranteed Obligation of any Account Party;

                  (d)      any reduction, limitation, impairment or termination
         of any Guaranteed Obligations of any Account Party for any reason,
         including any claim of waiver, release, surrender, alteration or
         compromise, and shall not be subject to (and the Borrower hereby waives
         any right to or claim of) any defense or setoff, counterclaim,
         recoupment or termination whatsoever by reason of the invalidity,
         illegality, nongenuineness, irregularity, compromise, unenforceability
         of, or any other event or occurrence affecting, any Guaranteed
         Obligations of any Account Party or otherwise;

                  (e)      any amendment to, rescission, waiver, or other
         modification of, or any consent to departure from, any of the terms of
         this Agreement or any other Credit Document;

                  (f)      any addition, exchange, release, surrender or
         non-perfection of any collateral, or any amendment to or waiver or
         release or addition of, or consent to departure from, any other
         guaranty, held by any Secured Party securing any of the Guaranteed
         Obligations of any Account Party; or

                  (g)      any other circumstance which might otherwise
         constitute a defense available to, or a legal or equitable discharge
         of, any Account Party any surety or any guarantor.

         SECTION 4.10.3 Reinstatement, etc. The Borrower agrees that the
guaranty contained in this Section 4.10 shall continue to be effective or be
reinstated, as the case may be, if at any


                                      -54-

<PAGE>

time any payment (in whole or in part) of any of the Guaranteed Obligations is
rescinded or must otherwise be restored by any Secured Party, upon the
insolvency, bankruptcy or reorganization of any Account Party or otherwise, all
as though such payment had not been made.

         SECTION 4.10.4 Waiver, etc. The Borrower hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Guaranteed Obligations of any Account Party or any other Obligor and the
guaranty contained in this Section 4.10 and any requirement that the
Administrative Agent, any other Secured Party protect, secure, perfect or insure
any security interest or Lien, or any Property subject thereto, or exhaust any
right or take any action against any Account Party, any other Obligor or any
other Person (including any other guarantor) or entity or any collateral
securing the Guaranteed Obligations of any Account Party.

         SECTION 4.10.5 Postponement of Subrogation, etc. The Borrower agrees
that it will not exercise any rights which it may acquire by way of rights of
subrogation under the guaranty contained in this Section 4.10, by any payment
made under the guaranty contained in this Section 4.10 or otherwise, until the
prior payment in full in cash of all Guaranteed Obligations of each Account
Party, the prior payment in full in cash of all Obligations of the Borrower, the
termination or expiration of all Letters of Credit and the termination of all
Commitments. Any amount paid to the Borrower on account of any such subrogation
rights prior to the payment in full in cash of all Guaranteed Obligations of
each Account Party shall be held in trust for the benefit of the Secured Parties
and shall immediately be paid to the Administrative Agent for the benefit of the
Secured Parties and credited and applied against the Guaranteed Obligations of
each Account Party, whether matured or unmatured, in accordance with the terms
of this Agreement; provided, however, that if

                  (a)      the Borrower has made payment to the Secured Parties
         of all or any part of the Guaranteed Obligations of any Account Party,
         and

                  (b)      all Guaranteed Obligations of each Account Party have
         been paid in full in cash, all Obligations of the Borrower have been
         paid in full in cash, all Letters of Credit have been terminated or
         expired and all Commitments have been permanently terminated,

each Secured Party agrees that, at the Borrower's request, the Administrative
Agent, on behalf of the Secured Parties, will execute and deliver to the
Borrower appropriate documents (without recourse and without representation or
warranty) necessary to evidence the transfer by subrogation to the Borrower of
an interest in the Guaranteed Obligations of each Account Party resulting from
such payment by the Borrower. In furtherance of the foregoing, for so long as
any Obligations (including Guaranteed Obligations) or Commitments remain
outstanding, the Borrower shall refrain from taking any action or commencing any
proceeding against any Account Party (or its successors or assigns, whether in
connection with a bankruptcy proceeding or otherwise) to recover any amounts in
the respect of payments made under the guaranty contained in this Section 4.10
to any Secured Party.

         SECTION 4.10.6 Successors, Transferees and Assigns; etc. The guaranty
contained in this Section 4.10 shall:


                                      -55-

<PAGE>


                  (a)      be binding upon the Borrower, and its successors,
         transferees and assigns; and

                  (b)      inure to the benefit of and be enforceable by the
         Administrative Agent and each other Secured Party.

Without limiting the generality of the foregoing clause (b) any Lender may
assign or otherwise transfer (in whole or in part) any Credit Extension held by
it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all rights and benefits in respect thereof granted
to such Lender under any Credit Document (including the guaranty contained in
this Section 4.10) or otherwise, subject, however, to any contrary provisions in
such assignment or transfer, and to the provisions of Section 14.11 and Article
XIII.

         SECTION 4.11 No Bankruptcy Petition Against SPCs. With respect to each
Enhancement Letter of Credit issued hereunder relating to any SPC, each of the
Lenders hereby covenants and agrees that prior to the date which is one year and
one day after the payment in full of the latest maturing note issued under the
Base Indenture, it will not institute against, or join with any other Person in
instituting against, such SPC, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal or
state bankruptcy or similar law; provided, however, that nothing in this Section
4.11 shall constitute a waiver of any right to indemnification, reimbursement or
other payment from any Obligor pursuant to this Agreement or any other Credit
Document. In the event that any Lender takes action in violation of this Section
4.11, the Borrower agrees, for the benefit of the holders of the notes issued
under the Base Indenture, that it shall cause such SPC to file an answer with
the bankruptcy court or otherwise properly contest the filing of such a petition
by such Lender against such SPC or the commencement of such action and raise the
defense that such Lender has agreed in writing not to take such action and
should be estopped and precluded therefrom and such other defenses, if any, as
its counsel advises that it may assert; and such Lender shall be liable for and
pay any costs and expenses incurred by the Borrower or such SPC in connection
therewith. The provisions of this Section 4.11 shall survive the termination of
the Agreement.

                                   ARTICLE V

              INCREASED CAPITAL COSTS AND CERTAIN OTHER PROVISIONS

         SECTION 5.1 Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority affects or would affect the amount of capital
required or expected to be maintained by any Lender or any Person controlling
such Lender, and such Lender determines (in its sole and absolute discretion)
that the rate of return on its or such controlling Person's capital as a
consequence of its Commitments, issuance of or participation in Letters of
Credit by such Lender is reduced to a level below that which such Lender or such
controlling Person could have achieved but for the occurrence of any such
circumstance, then, in any such case upon notice from time to time by such
Lender to the Borrower, the Borrower shall pay directly to such Lender within
five Business Days additional amounts sufficient to compensate such Lender or
such controlling Person on an after-tax basis for such reduction in


                                      -56-


<PAGE>

rate of return. A statement of such Lender as to any such additional amount or
amounts (including calculations thereof in reasonable detail) shall, in the
absence of manifest error, be conclusive and binding on the Borrower. In
determining such amount, such Lender may use any method of averaging and
attribution that it (in its sole and absolute discretion) shall deem applicable.

         SECTION 5.2 Taxes. All payments by the Borrower of principal of, and
interest on, the Credit Extensions and all other amounts payable hereunder
(including fees) shall be made free and clear of and without deduction for any
present or future income, excise, stamp or franchise taxes and other taxes,
fees, duties, withholdings or other charges of any nature whatsoever imposed by
any taxing authority, but excluding in the case of each Lender and the
Administrative Agent, taxes imposed on or measured by its overall net income,
overall receipts or overall assets and franchise taxes imposed on it by the
jurisdiction under the laws of which such Lender or the Administrative Agent, as
the case may be, is organized or any political subdivision thereof and, in the
case of each Lender, taxes imposed on or measured by its overall net income,
overall receipts and overall assets and franchise taxes imposed on it by the
jurisdiction under the office of such Lender set forth opposite its name in
Schedule II hereto or set forth in the Lender Assignment Agreement, as the case
may be, or any political subdivision thereof (such non-excluded items being
called "Taxes"). In the event that any withholding or deduction from any payment
to be made by the Borrower hereunder is required in respect of any Taxes
pursuant to any applicable law, rule or regulation, then the Borrower will

                  (a)      pay directly to the relevant authority the full
         amount required to be so withheld or deducted;

                  (b)      promptly forward to the Administrative Agent an
         official receipt or other documentation satisfactory to the
         Administrative Agent evidencing such payment to such authority; and

                  (c)      pay to the Administrative Agent for the account of
         the Lenders such additional amount or amounts as is necessary to ensure
         that the net amount actually received by each Lender will equal the
         full amount such Lender would have received had no such withholding or
         deduction been required.

Moreover, if any Taxes are directly asserted against the Administrative Agent or
any Lender with respect to any payment received by the Administrative Agent or
such Lender hereunder, the Administrative Agent or such Lender may pay such
Taxes and the Borrower will promptly pay such additional amounts (including any
penalties, interest or expenses) as is necessary in order that the net amount
received by such Person after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount such Person would have received
had no such Taxes been asserted.

         If the Borrower fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, for the account
of the respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure. For purposes of this Section 5.2, a distribution hereunder by the


                                      -57-


<PAGE>


Administrative Agent or any Lender to or for the account of any Lender shall be
deemed a payment by the Borrower.

         Upon the request of the Borrower or the Administrative Agent, each
Lender that is organized under the laws of a jurisdiction other than the United
States shall, prior to the due date of any payments hereunder, execute and
deliver to the Borrower and the Administrative Agent, on or about the first
scheduled payment date in each Fiscal Year, one or more (as the Borrower or the
Administrative Agent may reasonably request) United States Internal Revenue
Service Forms W-8ECI or Forms W-8BEN or such other forms or documents (or
successor forms or documents), appropriately completed, as may be applicable to
establish the extent, if any, to which a payment to such Lender is exempt from
withholding or deduction of Taxes, and no foreign Person that has become a
Lender and has failed to execute and deliver the requisite forms prior to the
due date of any payment hereunder shall be indemnified for Taxes, or entitled to
receive such payment free of Taxes.

         SECTION 5.3 Payments, Computations; Default Interest, etc. (a) Unless
otherwise expressly provided, all payments by the Borrower pursuant to this
Agreement, each Letter of Credit or any other Credit Document shall be made by
the Borrower to the Administrative Agent for the pro rata account of the Lenders
entitled to receive such payment. All such payments required to be made to the
Administrative Agent shall be made, without setoff, deduction or counterclaim,
not later than 12:00 noon (New York City, New York time) on the date due, in
same day or immediately available funds, to such account as the Administrative
Agent shall specify from time to time by notice to the Borrower. Funds received
after that time shall be deemed to have been received by the Administrative
Agent on the next succeeding Business Day. The Administrative Agent shall
promptly remit in same day funds to each Lender its share, if any, of such
payments received by the Administrative Agent for the account of such Lender.
All interest and fees shall be computed on the basis of the actual number of
days (including the first day but excluding the last day) occurring during the
period for which such interest or fee is payable over a year comprised of 360
days. Whenever any payment to be made shall otherwise be due on a day which is
not a Business Day, such payment shall be made on the next succeeding Business
Day and such extension of time shall be included in computing interest and fees,
if any, in connection with such payment.

         (b)      At any time when the Borrower is in default in the payment of
any amount due hereunder or under any other Credit Document and (upon the
election of the Administrative Agent or the Required Lenders) at any time an
Event of Default has occurred and is continuing, all amounts payable hereunder
or under any other Credit Document shall bear interest at a rate per annum equal
to ABR plus 4.5%; provided, however, that neither the rate of the letter of
credit fee set forth in Section 3.1.4 nor the rate of interest set forth under
Section 4.5(c) shall be increased solely as a result of this clause (b). Such
default interest shall be payable on each Payment Date occurring on or
subsequent to the date that such default interest began accruing on such amounts
as well as on the date that all such amounts are repaid.

         SECTION 5.4 Sharing of Payments. If any Lender shall obtain any payment
or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Letter of Credit in excess of its pro rata share of
payments then or therewith obtained by all Lenders, such Lender shall purchase
from the other Lenders such participations in Letters of


                                      -58-


<PAGE>


Credit as shall be necessary to cause such purchasing Lender to share the excess
payment or other recovery ratably with each of them; provided, however, that if
all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Lender, the purchase shall be rescinded and each
Lender which has sold a participation to the purchasing Lender shall repay to
the purchasing Lender the purchase price to the ratable extent of such recovery
together with an amount equal to such selling Lender's ratable share (according
to the proportion of

                  (a)      the amount of such selling Lender's required
         repayment to the purchasing Lender

to

                  (b)      the total amount so recovered from the purchasing
         Lender)

of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section may, to
the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 5.5) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar
law, any Lender receives a secured claim in lieu of a setoff to which this
Section applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with the rights
of the Lenders entitled under this Section to share in the benefits of any
recovery on such secured claim.

         SECTION 5.5 Setoff. Each Lender shall with the consent of the Required
Lenders and to the extent such action is not inconsistent with the Orders and
Article IX (including the requirement thereunder that the Administrative Agent
shall provide the Borrower (with a copy to the Primary DIP Facility Agent and
the counsel for any statutory committee of unsecured creditors appointed in the
Cases and to the United States Trustee in the Cases) with five Business Days'
written notice prior to the taking of any such action), upon the occurrence, and
during the continuance, of any Event of Default, have the right to appropriate
and apply to the payment of the Obligations owing to it (whether or not then
due), and (as security for such Obligations) the Borrower hereby grants to each
Lender a continuing security interest in, any and all balances, credits,
deposits, accounts or moneys of the Borrower then or thereafter maintained with
or otherwise held by such Lender; provided, however, that any such appropriation
and application shall be subject to the provisions of Section 5.4. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any
such setoff and application made by such Lender; provided, however, that the
failure of such Lender to give such notice shall not affect the validity of such
setoff and application. The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff under
applicable law or otherwise) which such Lender may have but subject to the
Orders and Article IX.


                                      -59-

<PAGE>

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

         SECTION 6.1 Initial Credit Extension. The obligations of the Issuer to
issue the initial Postpetition Enhancement Letter of Credit and the Lenders to
assume risk participations therein shall be subject to the prior or concurrent
satisfaction of each of the conditions precedent set forth in this Section 6.1.

         SECTION 6.1.1 Resolutions, etc. The Administrative Agent shall have
received from each of the Borrower, each Subsidiary Guarantor requested by the
Administrative Agent and TFFC a certificate, dated the Availability Date, of the
Secretary or Assistant Secretary of such Person as to

                  (a)      resolutions of its Board of Directors then in full
         force and effect authorizing the execution, delivery and performance of
         this Agreement and each other Credit Document to be executed by it;

                  (b)      the incumbency and signatures of those of its
         officers authorized to act with respect to this Agreement and each
         other Credit Document executed by it; and

                  (c)      the full force and validity of each Organic Document
         of such Person and true and complete copies thereof,

upon which certificate each Lender, the Issuer and each Agent may conclusively
rely until it shall have received a further certificate of the Secretary of the
Borrower, such Subsidiary Guarantor or TFFC canceling or amending such prior
certificate.

         SECTION 6.1.2 Interim Order; Additional Consents; Hart-Scott-Rodino
Application, etc.

                  (a)      The Administrative Agent shall have received a copy
         of the Interim Order authorizing entry into this Agreement and the
         other Credit Documents and the transactions contemplated hereby and
         thereby and granting the Liens and Super-Priority Claims described
         therein and finding that the Lenders are extending credit to the
         Borrower in good faith within the meaning of Section 364(e) of the
         Bankruptcy Code, which Interim Order (i) shall be in the form of Annex
         II attached hereto, (ii) shall be in full force and effect, and (iii)
         shall not have been stayed, reversed, vacated, rescinded, modified or
         amended in any respect without the consent of the Administrative Agent
         and the Required Lenders.

                  (b)      In addition to the Interim Order, the Administrative
         Agent shall have also received true and correct copies of all other
         governmental and third party approvals and consents necessary or
         advisable in connection with the execution and delivery of this
         Agreement and each other Credit Document by each Obligor or party
         hereto and thereto and their performance of their respective
         Obligations hereunder and thereunder, each of which shall have been
         obtained and be in full force and effect and all applicable waiting
         periods shall have expired without any action being taken or threatened
         by any competent


                                      -60-


<PAGE>

         authority which would restrain, prevent or otherwise impose adverse
         conditions on the Acquisition or the financing thereof.

                  (c)      All initial filings and notifications with the
         Federal Trade Commission and the Department of Justice necessary to
         obtain approval of the proposed Acquisition involving the Acquirer
         identified in clause (a) of the definition thereof under the
         Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall
         have been made.

         SECTION 6.1.3 First Day Orders; Cash Collateral Arrangements. All
orders (including the Lease Payment Order) submitted to the Bankruptcy Court on
or about the Petition Date shall be in form and substance reasonably
satisfactory to the Administrative Agent and shall have been entered by the
Bankruptcy Court, and such orders shall be in full force and effect and shall
not have been vacated, reversed, modified, amended or stayed without the prior
written consent of Administrative Agent and the Required Lenders. Subject to the
Primary DIP Facility Documents, the Administrative Agent shall be reasonably
satisfied with all post-Petition Date cash collateral arrangements of the
Borrower and the Subsidiary Guarantors.

         SECTION 6.1.4 Lease Payments; Lease Payment Order. (a) On or prior to
the entry by the Bankruptcy Court of the Interim Order, the Bankruptcy Court
shall have entered the Lease Payment Order in form and substance reasonably
satisfactory to the Lenders, which order shall not have been stayed, reversed,
vacated or otherwise modified without the consent of the Administrative Agent
and the Required Lenders.

         (b)      The Borrower and its Subsidiaries that are lessees thereunder
shall have made (i) all payments under each Lease in respect of Vehicles
financed by issuance of medium term notes or variable funding notes relating to
the Series 1996-1 Supplement, the Series 1997-1 Supplement, the Series 1997-2
Supplement, the Series 1998-3 Supplement, the Series 1998-4 Supplement, the
Series 1999-3 Supplement, the Series 1999-4 Supplement, the Series 2001-2
Supplement and the Series 2001-3 Supplement (except to the extent any such
Subsidiary is relieved pursuant to the Lease Payment Order to make any such
payment in an amount equal to the Overenhancement Amount of the Prepetition
Enhancement Letter of Credit relating to such supplement to the Base Indenture
and instead deposits (or the Borrower deposits) an amount equal to the
Overenhancement Amount into the Letter of Credit Reimbursement Account prior to
the draw on such Prepetition Enhancement Letter of Credit as a result of such
Subsidiary's failure to pay the entire amount of such payment under such Lease)
and (ii) satisfied all demands under the Demand Capitalization Notes.

         SECTION 6.1.5 Initial Series 2002 Notes Issuance. On or prior to the
Availability Date, TFFC shall have received gross cash proceeds of not less than
approximately $450,000,000 from the issuance of the Initial Series 2002 Notes
pursuant to agreements and instruments in the form of those attached hereto as
Annex III, which agreements and instruments shall (a) be in full force and
effect on the Availability Date and (b) not have been amended, supplemented or
otherwise modified, except for such amendments, supplements and other
modifications thereto that are reasonably satisfactory in all respects to the
Administrative Agent and the Lenders.

         SECTION 6.1.6 Delivery of Projections. The Administrative Agent shall
have received reasonably satisfactory financial projections (broken down by
month) through the end of the


                                      -61-

<PAGE>

2002 Fiscal Year (including, without limitation, detail as to the actual timing
and impact of the filing of the voluntary petitions under Section 301 of the
Bankruptcy Code relating to the Cases and the transactions relating thereto).

         SECTION 6.1.7 Primary DIP Facility. The Borrower, the Subsidiary
Guarantors parties hereto, the Primary DIP Facility Lenders and the Primary DIP
Facility Agent shall have executed and delivered the agreements and instruments
relating to the Primary DIP Facility to which they are respectively a party in
the form of those attached hereto as Annex IV-B, which agreements and
instruments shall (a) be in full force and effect on the Availability Date and
(b) not have been amended, supplemented or otherwise modified, except for (i)
such amendments, supplements and other modifications thereto that are reasonably
satisfactory in all respects to the Administrative Agent and the Lenders and
(ii) any amendments, supplements or other modifications that provide for an
extension of any deadline by which any condition precedent or condition
subsequent contained therein shall have been satisfied.

         SECTION 6.1.8 Availability Date Certificate. The Administrative Agent
shall have received, the Availability Date Certificate, dated the date of the
Availability Date 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 each such certificate is delivered, such statements shall in fact be true
and correct. All documents and agreements required to be appended to the
Availability Date Certificate shall be in form and substance satisfactory to the
Administrative Agent.

         SECTION 6.1.9 Collateral Agreements; Collateral Related Agreements. The
Administrative Agent shall have received executed counterparts of

                  (a)      the Security Agreement, dated as of or prior to the
         Availability Date and duly executed and delivered by each Obligor that
         is a party thereto, together with copies of properly prepared Uniform
         Commercial Code financing statements (Form UCC-1) suitable for filing,
         naming in each case the relevant Obligor as the debtor and the
         Administrative Agent as the secured party, or other similar instruments
         or documents, suitable for filing under the Uniform Commercial Code of
         all jurisdictions as may be necessary or, in the opinion of the
         Administrative Agent, desirable to perfect the security interest of the
         Administrative Agent in all Collateral purported to be the subject
         thereof pursuant to the Security Agreement;

                  (b)      (i) the Pledge Agreement, dated as of or prior to the
         Availability Date and duly executed and delivered by each Obligor that
         is a party thereto as a pledgor, together with evidence reasonably
         satisfactory to the Administrative Agent that the Primary DIP Facility
         Agent shall have received all certificated securities (as defined in
         Article 8 of the U.C.C.), evidencing all of the issued and outstanding
         shares of Capital Stock of each direct Subsidiary of such Obligor whose
         Capital Stock is evidenced by certificated securities and pledged
         pursuant to such Pledge Agreement, which certificated securities shall
         in each case be accompanied by undated stock powers duly executed in
         blank, or, if any securities pledged pursuant to the Pledge Agreement
         are uncertificated securities (as defined in Article 8 of the U.C.C.),
         confirmation and evidence satisfactory to the


                                      -62-

<PAGE>

         Administrative Agent that the Administrative Agent has a first-priority
         perfected security interest (subject only to the Primary DIP Facility
         Liens) and (ii) such Foreign Pledge Agreements, if any, that may be
         necessary or desirable to ensure that the Administrative Agent has a
         first-priority perfected security interest (subject only to the Primary
         DIP Facility Liens) under the laws of the jurisdiction of the
         applicable Foreign Subsidiary in the Capital Stock of such Foreign
         Subsidiary;

                  (c)      the Trademark Assignment Agreement, dated as of or
         prior to the Availability Date, duly executed and delivered by each
         Obligor that is a party thereto;

                  (d)      a Control Agreement, dated as of or prior to the
         Availability Date, duly executed and delivered by each Obligor that is
         a party thereto, Harris Trust and Savings Bank, as depositary, the
         Primary DIP Facility Agent and the Administrative Agent;

                  (e)      the Collateral Agency Agreement, dated as of or
         prior to the Availability Date, duly executed and delivered by each
         Obligor that is a party thereto as a grantor, TFFC, as nominee
         titleholder, the Primary DIP Facility Agent, the Prepetition Agent and
         the Collateral Agent, not in its individual capacity but solely as
         collateral agent for the Primary DIP Facility Agent and the
         Administrative Agent; and

                  (f)      the Nominee Agreement, dated as of or prior to the
         Availability Date, duly executed and delivered by each Obligor that is
         a party thereto and TFFC, together with evidence reasonably
         satisfactory to the Administrative Agent that TFFC has executed a power
         of attorney, substantially in the form of Exhibit A to the Nominee
         Agreement, in favor of each Owner as defined in the Nominee Agreement.

         SECTION 6.1.10 Borrowing Base Certificate. The Administrative Agent
shall have received an initial Borrowing Base Certificate, executed and
delivered by an Authorized Officer of the Borrower, setting forth, as of the
Availability Date, computations of the Borrowing Base Amount as of July 31,
2002.

         SECTION 6.1.11 Opinions of Counsel. The Administrative Agent shall have
received opinions, dated the Availability Date and addressed to the
Administrative Agent and the Lenders, from (i) Sidley Austin Brown & Wood LLP,
counsel to the Obligors, (ii) Robert L. Aprati, General Counsel of the Borrower
and (iii) any other local or foreign counsel opinions reasonably requested by
the Administrative Agent, each in form and substance reasonably satisfactory to
the Administrative Agent and its counsel.

         SECTION 6.1.12 Closing Fees, Expenses, etc. The Administrative Agent
shall have received for its own account or for the account of the Issuer or the
account of each Lender, as the case may be, all fees, costs and expenses due and
payable pursuant to Sections 3.1 and 14.3 to the extent then invoiced.

         SECTION 6.1.13 Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries or any other Obligor shall be satisfactory in form and substance to
the Administrative Agent and its counsel; the Administrative Agent and its
counsel shall have received all information, approvals, opinions, documents or
instruments as the Administrative Agent or its counsel may reasonably request.


                                     -63-

<PAGE>

         SECTION 6.2 All Credit Extensions. The obligation of each Lender and
the Issuer to make any Credit Extension (including the initial Credit Extension)
shall be subject to the satisfaction of each of the conditions precedent set
forth in this Section 6.2; provided, that notwithstanding any provision to the
contrary in this Section 6.2. until the Fully Collateralized Condition or the
Collateral Turnover Date has occurred, the conditions precedent set forth in
Section 6.2 (other than Sections 6.2.2, 6.2.4(a) or 6.2.5) shall not be
applicable with respect to the issuance of a Postpetition Enhancement Letter of
Credit.

         SECTION 6.2.1 Compliance with Warranties, No Default, etc. Both before
and after giving effect to any Credit Extension the following statements (other
than in the case of the issuance of any Replacement Letter of Credit, in which
case, only the statement set forth in clause (e) below) shall be true and
correct

                  (a)      the representations and warranties set forth in
         Article VII (excluding, however, those contained in Section 7.7) and in
         each other Credit Document shall, in each case, be true and correct
         with the same effect as if then made (unless stated to relate solely to
         an early date, in which case such representations and warranties shall
         be true and correct as of such earlier date);

                  (b)      except as disclosed by the Borrower to the
         Administrative Agent, the Issuer and the Lenders pursuant to Section
         7.7

                           (i)      no labor controversy, litigation,
                  arbitration or governmental investigation or proceeding shall
                  be 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 or any
                  other Credit Document; and

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

                  (c)      no Default shall have then occurred and be continuing
         (including any Default relating to the Borrower's compliance with the
         covenant set forth in Section 8.1.15), 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.

         SECTION 6.2.2 Orders; Lease Payment Order. (A) Each of the Interim
Order (or the Final Order when applicable) and the Lease Payment Order shall be
in full force and effect and shall not have been stayed, reversed, vacated,
rescinded, modified or amended in any respect or (ii) if the Interim Order (or
the Final Order when applicable) or the Lease Payment Order is the subject of a
pending appeal in any respect, there is not a presently effective stay pending
appeal with respect to the making of the issuance of any Letter of Credit or the
performance by any DIP Obligor of any of its Obligations hereunder or under any
other Credit Document.


                                      -64-

<PAGE>

         SECTION 6.2.3 Letter of Credit Rollover Fee. In the case of the
issuance of a Postpetition Enhancement Letter of Credit, the Administrative
Agent shall have received for the account of each Lender the fee due and payable
pursuant to Sections 3.1.3.

         SECTION 6.2.4 Credit Request. (a) The Administrative Agent shall have
received an Issuance Request for such Credit Extension.

         (b)      Each of the delivery of an Issuance Request and the issuance
of the Letter of Credit shall constitute a representation and warranty by the
Borrower that on the date of the Letter of Credit the statements made in Section
6.2.1 are true and correct.

         SECTION 6.2.5 Primary DIP Facility Utilization. The Borrower shall have
had issued to DB Trust, as trustee under the supplement to the Base Indenture
relating to the Initial Series 2002 Notes and/or any Additional Series Notes,
for the account of the Borrower and the lessees under the Group IV Lease,
letter(s) of credit under the Primary DIP Facility that credit enhance the
Initial Series 2002 Notes and/or such Additional Series Notes and are in an
aggregate stated amount of at least $70,000,000 (less drawings thereof). For
purposes of this Section 6.2.5, the word "drawings" shall mean, with respect to
any letter of credit, drawings thereon that have not been reimbursed.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Lenders, the Issuer and the Administrative Agent
to enter into this Agreement and to issue Letters of Credit hereunder (and
acquire participations therein), the Borrower represents and warrants unto the
Administrative Agent, the Issuer and each Lender as set forth in this Article
VII.

         SECTION 7.1 Organization, etc. Each of the Borrower and each of its
Subsidiaries

                  (a)      other than the Dissolved Entities, is a corporation
         or limited liability company validly organized and existing and in good
         standing under the laws of the jurisdiction of its incorporation or
         formation,

                  (b)      other than the Dissolved Entities, is duly qualified
         to do business and is in good standing as a foreign corporation or
         limited liability company in each jurisdiction where the nature of its
         business requires such qualification, except to the extent that the
         failure to so qualify has not had, and could not reasonably be expected
         to have, a Material Adverse Effect,

                  (c)      subject to the entry of the Interim Order (or the
         Final Order when applicable) (but only with respect to the DIP
         Obligors), has full power and authority and holds all requisite
         governmental licenses, permits and other approvals to enter into and
         perform its Obligations under this Agreement and each other Credit
         Document to which it is a party and to own and hold under lease its
         Property and to conduct its business substantially as currently
         conducted by it, and


                                      -65-

<PAGE>

                  (d)      subject to Section 7.12, has complied in all material
         respects with all laws, rules, regulations and orders applicable to it.

The Borrower hereby represents and warrants that the Dissolved Entities have
been administratively dissolved due to the failure to file annual reports
required by the laws of their respective jurisdictions of organization, but for
no other reason.

         SECTION 7.2 Due Authorization, Non-Contravention, etc. Upon entry of
the Interim Order (but only with respect to the DIP Obligors), the execution,
delivery and performance by the Borrower and each other Obligor of this
Agreement and each other Credit Document executed or to be executed by it will
be within the Borrower's and each such other Obligor's corporate or limited
liability company powers, will have been duly authorized by all necessary
corporate or limited liability company action, and will not

                  (a)      contravene the Borrower's or such other Obligor's
         Organic Documents;

                  (b)      contravene any contractual restriction, law or
         governmental regulation or court decree or order binding on or
         affecting the Borrower or such other Obligor; or

                  (c)      result in, or require the creation or imposition of,
         any Lien (other than the Liens created under the Credit Documents or
         the Orders in favor of the Administrative Agent for the benefit of the
         Secured Parties) on any of the Borrower's or such other Obligor's
         Properties.

         SECTION 7.3 Government Approval Regulation, etc. Other than (x) entry
of the Orders (but only with respect to the DIP Obligors) and (y) those
authorizations, approvals or other actions by, and notices to or filings with,
any governmental authority or regulatory body, if any, which have been duly
obtained or made and are in full force and effect, no additional authorization
or approval or other action by, and no additional notice to or filing with, any
governmental authority or regulatory body or other Person is required for the
due execution, delivery or performance by the Borrower or any other Obligor of
this Agreement or any other Credit Document to which it is a party. Neither the
Borrower nor any of its Subsidiaries is an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, or a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

         SECTION 7.4 Validity, etc. Upon entry of the Interim Order (or the
Final Order when applicable) (but only with respect to the DIP Obligors), this
Agreement will constitute, and each other Credit Document executed by the
Borrower and each other Obligor will, on the due execution and delivery thereof,
constitute, the legal, valid and binding obligations of the Borrower and such
other Obligor, enforceable against the Borrower and such other Obligor in
accordance with their respective terms and the Orders (but only with respect to
the DIP Obligors).

         SECTION 7.5 Financial Information; Absence of Undisclosed Liabilities.
The Financial Statements of the Borrower and its Subsidiaries contained in the
Borrower's Forms 10-Q and 10-K that were filed with the Securities and Exchange
Commission for the Fiscal Quarter ending


                                      -66-

<PAGE>

March 31, 2002 and the Fiscal Year ending December 31, 2001, respectively, have
been prepared in accordance with GAAP consistently applied, and present fairly
in all material respects the consolidated financial condition of such Persons
covered thereby as at the date thereof and the results of their operations for
the period then ended. To the best knowledge of the Borrower, the Borrower and
its Subsidiaries did not have any material liabilities (matured or unmatured,
fixed or contingent) that were not fully reflected or provided for on the
Financial Statements contained in such Forms 10-Q and 10-K, whether or not
required by GAAP to be shown on such Financial Statements. All balance sheets,
all statements of operations, shareholders' equity and cash flow and all other
financial information of the Borrower and its Subsidiaries furnished pursuant to
Section 8.1.1 (and subject to the qualifications set forth in such Section) have
been and will for periods following the Closing Date be prepared in accordance
with GAAP consistently applied, and do or will present fairly in all material
respects the consolidated financial condition of such Persons covered thereby as
at the dates thereof and the results of their operations for the periods then
ended.

         SECTION 7.6 No Material Adverse Change. Except as disclosed by the
Borrower pursuant to reports on Form 10-Q and Form 10-K filed with the
Securities and Exchange Commission on or prior to May 15, 2002 or which
customarily occur as a result of events leading up to and following the
commencement of a proceeding under Chapter 11 of the Bankruptcy Code, 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, 2001.

         SECTION 7.7 Litigation, Labor Controversies, etc. There is no pending
or, to the best knowledge of the Borrower, threatened litigation, action,
proceeding, or labor controversy affecting the Borrower or any of its
Subsidiaries, or any of their respective Properties, businesses, assets or
revenues, which may materially adversely affect the business, Property,
operations, assets, liabilities, condition (financial or otherwise) or prospects
of the Borrower and its Subsidiaries, taken as a whole, or which purports to
affect the legality, validity or enforceability of this Agreement or any other
Credit Document, except as disclosed in Item 7.7 ("Litigation") of the
Disclosure Schedule.

         SECTION 7.8 Subsidiaries. The Borrower has no Subsidiaries, except
those Subsidiaries which are identified in Item 7.8(b) ("Existing Subsidiaries
of the Borrower") of the Disclosure Schedule by their correct legal name, their
jurisdiction of organization and the holders (and their respective percentage
ownership) of the Capital Stock thereof.

         SECTION 7.9 Ownership of Properties. Except as permitted pursuant to
Section 7.13 or Section 8.2.3, the Borrower and each of its Subsidiaries owns
(i) in the case of owned real property, good and marketable fee title to, and
(ii) in the case of owned personal property, good and valid title to, or, in the
case of leased real or personal property, valid and enforceable leasehold
interests (as the case may be) in, all of its Properties and assets, real and
personal, tangible and intangible, of any nature whatsoever, free and clear in
each case of all Liens or claims, except for Liens permitted pursuant to Section
8.2.3.

         SECTION 7.10 Taxes. The Borrower and each of its Subsidiaries has filed
all tax returns and reports required by law to have been filed by it and has
paid all taxes and


                                      -67-


<PAGE>

governmental charges thereby shown to be due and owing from and after the
Petition Date, except any such taxes or charges which are being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its books.

         SECTION 7.11 Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement and prior to the date of any Credit Extension hereunder, no
steps have been taken to terminate any Pension Plan, and no contribution failure
has occurred with respect to any Pension Plan sufficient to give rise to a Lien
under section 302(f) of ERISA. No condition exists or event or transaction has
occurred with respect to any Pension Plan which might result in the incurrence
by the Borrower or any member of the Controlled Group of any material liability,
fine or penalty. Except as disclosed in Item 7.11 ("Employee Benefit Plans") of
the Disclosure Schedule, neither the Borrower nor any member of the Controlled
Group has any contingent liability with respect to any post-retirement benefit
under a Welfare Plan, other than liability for continuation coverage described
in Part 6 of Title I of ERISA.

         SECTION 7.12 Environmental Warranties, (a) Except as set forth in Item
7.12 ("Environmental Matters") of the Disclosure Schedule (none of which items
disclosed therein, singly or in the aggregate, have, or may reasonably be
expected to have, a Material Adverse Effect) and to the best knowledge of the
Borrower and its Subsidiaries,

                  (i)      all facilities and Property (including underlying
         groundwater) owned or leased by the Borrower or any of its Subsidiaries
         have been, and continue to be, owned or leased and operated by the
         Borrower and such Subsidiary, as the case may be, in compliance with
         all Environmental Laws and in accordance with industry practices,
         except to the extent any such failure to comply would, singly or in the
         aggregate, have, or may reasonably be expected to have, a Material
         Adverse Effect;

                  (ii)     there are no pending or threatened

                                    (A) claims, complaints, notices or requests
                           for information received by the Borrower or any of
                           its Subsidiaries with respect to any alleged
                           violation of any Environmental Law, which, if true,
                           would, singly or in the aggregate, have, or would
                           reasonably be expected to have, a Material Adverse
                           Effect, or

                                    (B) complaints, notices or inquiries to the
                           Borrower or any of its Subsidiaries regarding
                           potential liability under any Environmental Law,
                           which, if true, would, singly or in the aggregate,
                           have, or would reasonably be expected to have, a
                           Material Adverse Effect;

                  (iii)    there have been no Releases of Hazardous Materials
         at, on or under any Property now or previously owned or leased by the
         Borrower or any of its Subsidiaries that, singly or in the aggregate,
         have, or may reasonably be expected to have, a Material Adverse Effect;


                                      -68-


<PAGE>

                  (iv)     the Borrower and each of its Subsidiaries have been
         issued and are in material compliance with all permits, certificates,
         approvals, licenses and other authorizations relating to environmental
         matters and necessary or desirable for their businesses;

                  (v)      no Property now or previously owned or leased by the
         Borrower or any of its Subsidiaries is listed or to the best of its
         knowledge, proposed for listing (with respect to owned Property only)
         on the National Priorities List pursuant to CERCLA, on the CERCLIS or
         on any similar state list of sites requiring investigation or clean-up;

                  (vi)     there are no underground storage tanks, active or
         abandoned, including petroleum storage tanks, on or under any Property
         now or previously owned or leased by the Borrower or any of its
         Subsidiaries that, singly or in the aggregate, have, or may reasonably
         be expected to have, a Material Adverse Effect;

                  (vii)    neither the Borrower nor any of its Subsidiaries has
         directly transported or directly arranged for the transportation of any
         Hazardous Material to any location which is listed or to the best of
         its knowledge, proposed for listing on the National Priorities List
         pursuant to CERCLA, on the CERCLIS or on any similar state list or
         which is the subject of federal, state or local enforcement actions or
         other investigations which may lead to material claims against the
         Borrower or such Subsidiary thereof for any remedial work, damage to
         natural resources or personal injury, including claims under CERCLA;

                  (viii)   neither the Borrower nor any of its Subsidiaries has
         entered into any agreements or engaged in any activities that, singly
         or in the aggregate, would give rise to liability under any
         Environmental Law with regard to acts, omissions or conditions of
         Property of any third party, including any franchisee of the Borrower
         or any of its Subsidiaries, which liability, singly or in the
         aggregate, has, or may reasonably be expected to have, a Material
         Adverse Effect;

                  (ix)     there are no polychlorinated biphenyls or friable
         asbestos present at any Property now or previously owned or leased by
         the Borrower or any of its Subsidiaries that, singly or in the
         aggregate, have, or may reasonably be expected to have, a Material
         Adverse Effect; and

                  (x)      no conditions exist at, on or under any Property now
         or previously owned or leased by the Borrower and its Subsidiaries,
         which, with the passage of time, or the giving of notice or both, would
         give rise to liability under any Environmental Law that, singly or in
         the aggregate, has, or may reasonably be expected to have, a Material
         Adverse Effect.

         (b)      Each of Borrower and its Subsidiaries hereby acknowledges and
agrees that neither the Administrative Agent nor any Lender (i) is now, or has
ever been, in control of any of the real Property or such Person's affairs, and
(ii) has the capacity through the provisions of the Credit Documents or
otherwise to influence such Person's conduct with respect to the ownership,
operation or management of any of its real Property or compliance with
Environmental Laws.


                                      -69-

<PAGE>


         SECTION 7.13 Intellectual Property. Each of the Borrower and its
Subsidiaries owns and possesses or licenses (as the case may be) all such
patents, patent rights, trademarks, trademark rights, trade names, trade name
rights, service marks, service mark rights and copyrights as the Borrower
considers necessary for the conduct of the businesses of the Borrower and its
Subsidiaries as now conducted without, individually or in the aggregate, any
infringement upon rights of other Persons, in each case except as could not
reasonably be expected to result in a Material Adverse Effect, and there is no
individual patent, patent right, trademark, trademark right, trade name, trade
name right, service mark, service mark right or copyright the loss of which
would result in a 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, except as may be disclosed in
Item 7.13 ("Intellectual Property") of the Disclosure Schedule.

         SECTION 7.14 Regulations U and X. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock, and no proceeds of any Credit Extensions
will be used to purchase or carry margin stock or otherwise for a purpose which
violates, or would be inconsistent with, F.R.S. Board Regulation U or X. Terms
for which meanings are provided in F.R.S. Board Regulation U or X or any
regulations substituted therefor, as from time to time in effect, are used in
this Section with such meanings.

         SECTION 7.15 Accuracy of Information. All factual information
heretofore or contemporaneously furnished by the Borrower in writing to the
Administrative Agent, the Issuer or any Lender for purposes of or in connection
with this Agreement or any transaction contemplated hereby (true and complete
copies of which were furnished to the Administrative Agent, the Issuer and each
Lender in connection with its execution and delivery hereof) was true and
accurate in every material respect on the date as of which such information was
dated or certified and was not incomplete by omitting to state any material fact
necessary to make such information not misleading. All other such factual
information hereafter furnished by or on behalf of the Borrower to the
Administrative Agent, the Issuer or any Lender will be true and accurate in
every material respect on the date as of which it is dated or certified and such
information will not be incomplete by omitting to state any material fact
necessary to make such information not misleading. The projections and financial
information contained in the materials referenced above are based upon good
faith estimates and assumptions believed by management of the Borrower to be
reasonable at the time made.

         SECTION 7.16 No Burdensome Restrictions. Neither the Borrower nor any
of its Subsidiaries, is subject to any law, rule, regulation, order or agreement
which could reasonably be expected to have a Material Adverse Effect.

         SECTION 7.17 Customer, Trade and Franchisee Relations. As of the
Closing Date, there exists no actual or, to the knowledge of any Obligor,
threatened termination or cancellation of, or any material adverse modification
or change in: (a) the business relationship of Borrower or any of its
Subsidiaries with any customer or group of customers whose purchases or rentals
during the preceding twelve (12) months caused them to be ranked among the ten
largest customers of such Person; (b) the business relationship of Borrower or
any of its Subsidiaries with any supplier material to its operations; or (c) the
business relationship of Borrower or any of


                                      -70-
<PAGE>
its Subsidiaries with any franchisee material to its operations, in each case,
except as a result of the commencement of the Cases and the events and
circumstances precipitating such commencement.

         SECTION 7.18 Ford Vehicles. No Person, other than Ford Motor Credit
Corporation or any of its Affiliates, has a Lien or any other claim on the Ford
Vehicles referred to in the Ford Order.

                                  ARTICLE VIII
                                   COVENANTS

         SECTION 8.1 Affirmative Covenants. The Borrower agrees with the
Administrative Agent, the Issuer and each Lender that, until all Commitments
have terminated and all Obligations have been paid and performed in full, the
Borrower will perform the obligations set forth in this Section 8.1.

         SECTION 8.1.1 Financial Information, Reports, Notices, etc. The
Borrower will furnish, or will cause to be furnished, to each Lender, the Issuer
and the Administrative Agent copies of the following Financial Statements,
reports, notices and information:

                  (a)      within thirty (30) days after the end of each Fiscal
         Month (provided that if the end of such Fiscal Month is also the end of
         a Fiscal Quarter, then within forty-five (45) days after the end of
         such Fiscal Month), (i) financial information regarding the Borrower
         and its Subsidiaries, certified by an Authorized Officer of the
         Borrower, consisting of consolidating, as to the statements of income
         (loss) and balance sheets only and consolidated (A) unaudited balance
         sheets as of the close of such Fiscal Month and the related statements
         of income (loss) and changes in financial position for that portion of
         the Fiscal Year ending as of the close of such Fiscal Month; (B)
         unaudited statements of income (loss) and changes in financial position
         for such Fiscal Month, setting forth, as it relates to the consolidated
         statements of income (loss) in comparative form the figures for the
         corresponding period in the prior year and the figures contained in the
         Projections for such Fiscal Year, all prepared in accordance with GAAP
         (subject to normal year-end, quarter-end and goodwill impairment
         adjustments) and (C) a summary of the outstanding balance of all
         intercompany notes as of the last day of that Fiscal Month; (ii) a
         statement in reasonable detail (each, a "Compliance Certificate")
         showing the calculations used in determining compliance with each
         covenant set forth in Section 8.2.6 that is tested on a monthly basis;
         the written certification of an Authorized Officer of the Borrower that
         (A) such financial information presents fairly in accordance with GAAP
         (subject to normal year-end, quarter-end and goodwill impairment
         adjustments) the financial position and results of operations of the
         Borrower and its Subsidiaries, on a consolidated and consolidating
         basis, in each case as at the end of such Fiscal Month and for that
         portion of the Fiscal Year then ended, as applicable, (B) any other
         information presented is true, correct and complete in all material
         respects and (C) there was no Default or Event of Default in existence
         as of such time or, if a Default or Event of Default has occurred and
         is continuing, describing the nature thereof and all efforts undertaken
         to cure such Default or Event of Default;


                                      -71-


<PAGE>

                  (b)      within forty-five (45) days after the end of each
         Fiscal Quarter, (i) consolidated and consolidating (as to the
         statements of income (loss) and balance sheets only) financial
         information regarding the Borrower and its Subsidiaries, certified by
         an Authorized Officer of the Borrower, including (A) unaudited balance
         sheets as of the close of such Fiscal Quarter and the related
         statements of income (loss) and cash flows for that portion of the
         Fiscal Year ending as of the close of such Fiscal Quarter and (B)
         unaudited statements of income (loss) and changes in financial position
         for such Fiscal Quarter, in each case setting forth in comparative form
         the figures for the corresponding period in the prior year, as to the
         statement of income (loss), and the figures contained in the
         Projections for such Fiscal Year, all prepared in accordance with GAAP
         (subject to normal year-end and goodwill impairment adjustments); (ii)
         a written certification of an Authorized Officer of the Borrower that
         (A) such financial information presents fairly in accordance with GAAP
         (subject to normal year-end adjustments and goodwill impairment
         adjustments) the financial position, results of operations and
         statements of cash flows of the Borrower and its Subsidiaries, on both
         a consolidated and consolidating basis, as applicable, as at the end of
         such Fiscal Quarter and for that portion of the Fiscal Year then ended,
         (B) any other information presented is true, correct and complete in
         all material respects and (C) there was no Default or Event of Default
         in existence as of such time or, if a Default or Event of Default has
         occurred and is continuing, describing the nature thereof and all
         efforts undertaken to cure such Default or Event of Default; and (iii)
         a management discussion and analysis that includes a comparison to
         Projections for that Fiscal Quarter and a comparison of performance for
         that Fiscal Quarter to the corresponding period in the prior year;

                  (c)      within ninety (90) days after the end of each Fiscal
         Year, (i) audited Financial Statements for the Borrower and its
         Subsidiaries on a consolidated basis, consisting of balance sheets and
         statements of income (loss) and retained earnings and cash flows,
         setting forth in comparative form in each case the figures for the
         previous Fiscal Year, which Financial Statements shall be prepared in
         accordance with GAAP and certified (without any Impermissible
         Qualification) by an independent certified public accounting firm of
         national standing or otherwise acceptable to the Administrative Agent
         along with unaudited consolidating balance sheets and statements of
         income (loss) for the current and previous Fiscal Years; (ii) a
         Compliance Certificate in respect of each of the covenants set forth in
         Section 8.2.6, (iii) a report from such accounting firm to the effect
         that, in connection with their audit examination, nothing has come to
         their attention to cause them to believe that a Default or Event of
         Default has occurred (or specifying those Defaults and Events of
         Default that they became aware of), it being understood that such audit
         examination extended only to accounting matters and that no special
         investigation was made with respect to the existence of Defaults or
         Events of Default, (iv) a letter addressed to the Administrative Agent,
         on behalf of itself and Lenders, in form and substance reasonably
         satisfactory to the Administrative Agent and subject to standard
         qualifications required by nationally recognized accounting firms,
         signed by such accounting firm acknowledging that the Administrative
         Agent and Lenders are entitled to rely upon such accounting firm's
         certification of such audited Financial Statements, (v) the annual
         letters to such accountants in connection with their audit examination
         detailing contingent liabilities and material litigation matters and
         (vi) the written certification of an Authorized Officer of the Borrower
         that all such Financial Statements present fairly in


                                      -72-


<PAGE>

         accordance with GAAP the financial position, results of operations and
         statements of cash flows of the Borrower and its Subsidiaries on a
         consolidated and consolidating basis, as applicable, as at the end of
         such Fiscal Year and for the period then ended, and that there was no
         Default or Event of Default in existence as of such time or, if a
         Default or Event of Default has occurred and is continuing, describing
         the nature thereof and all efforts undertaken to cure such Default or
         Event of Default;

                  (d)      as soon as possible and in any event within three
         days after the occurrence of each Default, a statement of an Authorized
         Officer of the Borrower setting forth details of such Default and the
         action which the Borrower has taken and proposes to take with respect
         thereto;

                  (e)      as soon as possible and in any event within five days
         after (x) the occurrence of any adverse development with respect to any
         litigation, action, proceeding or labor controversy described in
         Section 7.7 or (y) the commencement of any labor controversy,
         litigation, action or proceeding of the type described in Section 7.7,
         notice thereof and copies of all documentation relating thereto;

                  (f)      within 15 Business Days following the last day of
         each calendar month, the Monthly Report (with a copy to the Collateral
         Agent);

                  (g)      as soon as available but in any event on or before
         the fifteenth Business Day of each calendar month, a Borrowing Base
         Certificate for the last day of the preceding calendar month that is
         calculated as of such day, certified by an Authorized Officer of the
         Borrower;

                  (h)      promptly after the sending or filing thereof, (i)
         copies of all reports which the Borrower sends to any of its
         securityholders, (ii) all reports and registration statements which the
         Borrower or any of its Subsidiaries files with the Securities and
         Exchange Commission or any national securities exchange and (iii) all
         press releases and other statements made available by the Borrower or
         any of its Subsidiaries to the public concerning material changes or
         developments in the business of any such Person;

                  (i)      immediately upon becoming aware of the institution of
         any steps by the Borrower or any other Person to terminate any Pension
         Plan, or the failure to make a required contribution to any Pension
         Plan if such failure is sufficient to give rise to a Lien under section
         302(f) of ERISA, or the taking of any action with respect to a Pension
         Plan which could result in the requirement that the Borrower or any of
         its Subsidiaries furnish a bond or other security to the PBGC or such
         Pension Plan, or the occurrence of any event with respect to any
         Pension Plan which could result in the incurrence by the Borrower of
         any material liability, fine or penalty, or any material increase in
         the contingent liability of the Borrower with respect to any
         post-retirement Welfare Plan benefit, notice thereof and copies of all
         documentation relating thereto;

                  (j)      as soon as available, but not later than thirty (30)
         days prior to the end of each Fiscal Year, an annual operating plan for
         Borrower, on a consolidated and consolidating basis, approved by the
         Board of Directors of Borrower, for the following


                                      -73-

<PAGE>

         Fiscal Year, which (i) includes a statement of all of the material
         assumptions on which such plan is based, (ii) includes monthly income
         (loss) statements for the following year and (iii) integrates sales,
         gross profits, operating expenses, operating profit, cash flow
         projections and Borrowing Base Amount projections, all prepared on the
         same basis as that on which operating results are reported (and in the
         case of cash flow projections, representing management's good faith
         estimates of future financial performance based on historical
         performance), and including plans for personnel, Capital Expenditures
         and facilities;

                  (k)      as soon as possible and in any event within three
         days after the delivery thereof, copies of all notices, borrowing base
         certificates, agreements or documents delivered pursuant to Primary DIP
         Facility Documents or the 1999 Senior Note Indenture and each other
         agreement for borrowed money to which the Borrower or any of its
         Subsidiaries (other than Vehicle Debt) is a party and with a commitment
         or outstandings exceeding $10,000,000 (including all notices relating
         to any default of the Borrower or any such Subsidiary thereunder),
         except for such notices, agreements or documents delivered pursuant to
         the terms hereof;

                  (1)      promptly upon receipt thereof, copies of all material
         reports submitted to the Borrower or any of its Subsidiaries by
         independent public accountants in connection with each annual, interim
         or special audit of the Financial Statements of the Borrower and/or its
         Subsidiaries made by such accountants, including any comment letter
         submitted by such accountants to management in connection with their
         annual audit;

                  (m)      on the third Business Day of each calendar week,
         13-Week Consolidated Cash Flow Projections prepared by the Borrower as
         of the last day of the immediately preceding week, together with a
         reconciliation of such cash flows to actual results;

                  (n)      promptly after the same is available, copies of all
         pleadings, motions, applications, judicial information, financial
         information or other documents filed by or on behalf of the Borrower or
         any of its Subsidiaries with the Bankruptcy Court or the United States
         Trustee in the Cases, or distributed to any official committee
         appointed in the Cases;

                  (o)      as soon as possible and in any event within two
         Business Days notice if the Borrower believes, or has reason to
         believe, that it will not be able to make any payment in respect of any
         Lease or any Demand Capitalization Note;

                  (p)      as soon as possible and in any event within two
         Business Days, written notice of the occurrence or existence of (i) any
         Ford Default (as defined in the Ford Order) and (ii) the exercise of
         any repossession or other remedy in respect thereof; and

                  (q)      such other information respecting the condition or
         operations, financial or otherwise, of the Borrower or any of its
         Subsidiaries as any Lender through the Administrative Agent may from
         time to time reasonably request.

         SECTION 8.1.2 Maintenance and Preservation of Existence. Except to the
extent excused by the Bankruptcy Code or an order the Bankruptcy Court (but only
with respect to the


                                      -74-

<PAGE>

DIP Obligors), the Borrower will, and will cause each of its Subsidiaries to,
(i) preserve, renew and keep in full force and effect its corporate or limited
liability company existence and (ii) take all reasonable action to maintain all
rights, privileges and franchises necessary or desirable in the normal conduct
of its business, except, in each case, as otherwise permitted by Section 8.2.8
and except, in the case of clause (ii) above, to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect.

         SECTION 8.1.3 Compliance with Laws, Material Agreements, etc. Except to
the extent excused by the Bankruptcy Code or an order the Bankruptcy Court (but
only with respect to the DIP Obligors), the Borrower will, and will cause each
of its Subsidiaries to, comply in all material respects with all applicable
laws, rules, regulations, orders and material agreements, such compliance to
include:

                  (a)      the maintenance and preservation of all governmental
         licenses, permits and other approvals necessary for it to perform its
         obligations under this Agreement and each other Credit Document to
         which it is a party and to own and hold under lease its Property and to
         conduct its business substantially as currently conducted by it;

                  (b)      the maintenance, preservation and renewal of all
         material agreements necessary to conduct its business substantially as
         currently conducted by it (or the substitution for any such material
         agreement with a similar agreement), including the Supply Agreement
         dated as of April 29, 1997, between Ford Motor Company and BRACC, and
         the Advertising Agreement dated as of April 29, 1997, between Ford
         Motor Company and BRACC; and

                  (c)      the payment, before the same become delinquent, of
         all taxes, assessments and governmental charges imposed upon it or upon
         its Property except to the extent being diligently contested in good
         faith by appropriate proceedings and for which adequate reserves in
         accordance with GAAP shall have been set aside on its books.

         SECTION 8.1.4 Maintenance of Properties. The Borrower will, and will
cause each of its Subsidiaries to, maintain, preserve, protect and keep its
Properties in good repair, working order and condition, and make necessary and
proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times unless the Borrower
determines in good faith that the continued maintenance of any of its Properties
is no longer economically desirable.

         SECTION 8.1.5 Insurance. The Borrower will, and will cause each of its
respective Subsidiaries to, maintain or cause to be maintained with responsible
insurance companies insurance with respect to its Properties and business
(including business interruption insurance) against such casualties and
contingencies and of such types and in such amounts as is customary in the case
of similar businesses of established reputation and will, upon request of the
Administrative Agent, furnish to each Lender at reasonable intervals a
certificate of an Authorized Officer of the Borrower setting forth the nature
and extent of all insurance maintained by the Borrower and its Subsidiaries in
accordance with this Section.


                                      -75-

<PAGE>

         SECTION 8.1.6 Books and Records. The Borrower will, and will cause each
of its Subsidiaries to, keep books and records which accurately reflect all of
their respective business affairs and transactions and permit the Administrative
Agent and each Lender or any of their respective representatives or consultants,
at reasonable times and intervals (unless a Default or Event of Default shall
have occurred and be then continuing, in which case, at any time and as
frequently as the Administrative Agent determines is appropriate), to visit all
of their respective offices, to discuss their respective financial matters with
their respective officers and independent public accountant (and the Borrower
hereby authorizes such independent public accountants to discuss such financial
matters with each Lender or its representatives or consultants whether or not
any representative of the Borrower or such Subsidiary is present) and to examine
(and, at the expense of the Borrower, photocopy extracts from) any of their
respective books or other corporate records. The Borrower shall pay any fees of
such independent public accountant incurred in connection with the
Administrative Agent's or any Lender's exercise of its rights pursuant to this
Section. In addition to, and without limiting the effect of the foregoing
provisions of this Section, (i) the Administrative Agent shall be permitted to
engage consultants (other than Arthur Andersen and KPMG) reasonably acceptable
to the Required Lenders to review the Borrower's calculation of the Borrowing
Base Amount from time to time and the documents to be furnished from time to
time pursuant to Section 8.1.1, together with any other matter or matters
relating to the condition or operations, financial or otherwise, of the Borrower
or any of its Subsidiaries, in each case as the Required Lenders may request
(subject to the prior consent of the Borrower as to the scope of such
engagement, which consent shall not be unreasonably withheld or delayed), (ii)
the Borrower will, and will cause each of its Subsidiaries to, permit such
consultants to have access to their respective books, records, officers and
accountants for the purpose of completing their engagement and otherwise
cooperate with such consultants in completing their engagement, and (iii) the
Borrower shall pay any fees and out-of-pocket expenses of such consultants for
such engagement that are incurred in connection with the provisions of this
sentence. The Borrower shall be consulted as to the identity of such
consultants. Furthermore, so long as any Event of Default has occurred and is
continuing, each Obligor shall and shall cause its Subsidiaries to, provide the
Administrative Agent and each Lender with access to their suppliers and
customers.

         SECTION 8.1.7 Environmental Covenant. The Borrower will, and will cause
each of its Subsidiaries to,

                  (a)      use and operate all of their respective facilities
         and Properties in material compliance with all Environmental Laws, keep
         all necessary permits, approvals, certificates, licenses and other
         authorizations relating to environmental matters in effect and remain
         in material compliance therewith, and handle all Hazardous Materials in
         material compliance with all applicable Environmental Laws;

                  (b)      follow practices that are at least as effective as
         industry practices to minimize and respond to spills and overfills of
         petroleum products;

                  (c)      respond to past and ongoing releases of
         petroleum-containing materials in a manner that, as prudent, minimizes
         potential liability to third parties for off-site contamination from
         facilities owned or leased or otherwise operated by the Borrower or any
         of its Subsidiaries;


                                      -76-


<PAGE>

                  (d)      respond to past and ongoing releases of
         petroleum-containing materials in a manner that, as prudent, minimizes
         any likelihood that the Borrower or any of its Subsidiaries would incur
         costs or damages that, singly or in the aggregate, have, or may
         reasonably be expected to have, a Material Adverse Effect;

                  (e)      manage the disposition of residuals such as spent
         petroleum-containing material in a manner that, as prudent, minimizes
         any likelihood that the Borrower or any of its Subsidiaries would incur
         costs or damages that, singly or in the aggregate, have, or may
         reasonably be expected to have, a Material Adverse Effect;

                  (f)      immediately notify the Administrative Agent and
         provide copies upon receipt of all written claims, complaints, notices
         or inquiries relating to the condition of their facilities and
         Properties or compliance with Environmental Laws; and

                  (g)      provide such information and certifications which the
         Administrative Agent may reasonably request from time to time to
         evidence compliance with this Section 8.1.7.

         SECTION 8.1.8 Use of Proceeds. The Borrower and its Subsidiaries party
hereto shall, in accordance with the terms of this Agreement and the Orders, use
the Commitments hereunder for the issuance of (and support of) letters of credit
(the "Letters of Credit") that

                  (a)      provide credit enhancement ("Postpetition Enhancement
         Letters of Credit") for the first series of notes issued by TFFC (the
         "Initial Series 2002 Notes") post-Petition Date or any additional
         series of notes issued by TFFC after the issuance of the Initial Series
         2002 Notes (collectively, the "Additional Series Notes"):

                  (b)      constitute replacements ("Replacement Letters of
         Credit") of

                           (i)      Designated Prepetition Letters of Credit

                                    (A) that may by their terms otherwise be
                           drawn on or before the 60th day following the Final
                           Hearing Date for failure of the expiry date thereof
                           to be beyond a date certain or for any similar
                           reason; or

                                    (B) to obtain a Prepetition General Draw
                           Refund; or

                           (ii)     Replacement General Letters of Credit to
                  obtain a Postpetition General Draw Refund.

Replacement Letters of Credit issued in replacement of Designated Prepetition
Enhancement Letters of Credit are referred to hereinafter as the "Replacement
Enhancement Letters of Credit". Replacement Enhancement Letters of Credit and
the Postpetition Enhancement Letters of Credit are collectively referred to
hereinafter as the "Enhancement Letters of Credit". The Replacement Letters of
Credit issued in replacement of Prepetition General Letters of Credit and
replacements of such replacements are referred to hereinafter as the
"Replacement General Letters of Credit".


                                      -77-

<PAGE>


Without limiting the foregoing, no Letter of Credit or proceeds thereof will be
used in connection with the acquisition of any equity security of a class which
is registered pursuant to Section 12 of the Exchange Act or any "margin stock",
as defined in F.R.S. Board Regulation U.

         SECTION 8.1.9 Payment of Obligations. Except as excused by the
Bankruptcy Code or by an applicable order of the Bankruptcy Court (but only with
respect to the DIP Obligors), the Borrower will, and will cause each other DIP
Obligor to, pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, all of its material obligations of
whatever nature that constitute allowed administrative expenses under Section
503(b) of the Bankruptcy Code in the Cases, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or such Subsidiaries, as the case may be.

         SECTION 8.1.10 Collateral Monitoring and Review. At any time upon the
request of the Administrative Agent or the Administrative Agent acting at the
direction of the Required Lenders, permit the Administrative Agent or
professionals (including consultants, accountants and appraisers) retained by
the Administrative Agent or their professionals to conduct evaluations and
appraisals of (i) the Borrower's practices in the computation of the Borrowing
Base Amount and (ii) the assets included in the Borrowing Base Amount, and pay
the reasonable fees and expenses in connection therewith. In connection with any
collateral monitoring or review and appraisal relating to the computation of the
Borrowing Base Amount, the Borrower shall make such adjustments to the Borrowing
Base Amount as the Administrative Agent shall reasonably require based upon the
terms of this Agreement and results of such collateral monitoring, review or
appraisal.

         SECTION 8.1.11 Lease Agreements; and Demand Capitalization Notes. The
Borrower shall, and shall cause each of its Subsidiaries that is a lessee under
a Lease to, (i) make all payments required to be made by it thereunder on the
date such payments are required to be made thereunder (except to the extent any
such Subsidiary is relieved pursuant to the Lease Payment Order to make any such
payment in an amount equal to the Overenhancement Amount of the Prepetition
Enhancement Letter of Credit relating to such Lease and instead deposits (or the
Borrower deposits) an amount equal to the Overenhancement Amount into the Letter
of Credit Reimbursement Account prior to the draw on such Prepetition
Enhancement Letter of Credit as a result of such Subsidiary's failure to pay the
entire amount of such payment under such Lease), (ii) comply in all respects
with each of its other obligations thereunder and (iii) satisfy all demands
under the Demand Capitalization Notes.

         SECTION 8.1.12 Further Assurances. Each Obligor executing this
Agreement agrees that it shall, at such Obligor's expense and upon request of
the Administrative Agent, duly execute and deliver, or cause to be duly executed
and delivered, to the Administrative Agent such further instruments and do and
cause to be done such further acts as may be necessary or proper in the
reasonable opinion of the Administrative Agent to carry out more effectively the
provisions and purposes of this Agreement or any other Credit Document.

         SECTION 8.1.13 Landlords' Consents; Mortgagee Agreements; Bailee
Letters. After the Closing Date, no real Property or warehouse space shall be
leased by Borrower or any other


                                      -78-


<PAGE>

Obligor and no Collateral included in the Borrowing Base Amount shall be shipped
to a processor or converter under arrangements established after the Closing
Date without the prior written consent of the Administrative Agent unless and
until a reasonably satisfactory landlord consent, mortgagee letter or bailee
letter, as appropriate, shall first have been obtained with respect to such
location.

         SECTION 8.1.14 Acquisition Documentation. The Borrower shall, on or
prior to August 22, 2002, be a party to (a) a definitive agreement providing for
the Acquisition with the Acquirer identified in clause (a) of the definition
thereof, which agreement (and all other arrangements with respect thereto) shall
be reasonably satisfactory in all respects to the Required Lenders and such
agreement is in full force and effect, or (b) in the event an agreement
satisfying the requirements of the preceding clause (a) is not in effect on
August 22, 2002, a bona fide letter of intent with another Acquirer, which
letter of intent shall be reasonably satisfactory in all respects to the
Required Lenders and in full force and effect, so long as a definitive agreement
providing for the Acquisition with such other Acquirer (and all other
arrangements with respect thereto) is reasonably satisfactory in all respects to
the Required Lenders has been executed and delivered on or prior to September
16, 2002 and such agreement is in full force and effect. The foregoing covenant
is referred to herein as the "Acquisition Agreement Covenant".

         SECTION 8.1.15 Dissolved Entities. On or prior to the date which is
thirty (30) days following the Closing Date, file all reports and take all other
actions reasonably required in order to reinstate the valid existence of the
Dissolved Entities under all applicable laws of their respective jurisdictions
of organization.

         SECTION 8.2 Negative Covenants. The Borrower agrees with the
Administrative Agent, the Issuer and each Lender that, until all Commitments
have terminated and all Obligations have been paid and performed in full, the
Borrower will perform the obligations set forth in this Section 8.2.

         SECTION 8.2.1 Business Activities. The Borrower will not, and will not
permit any of its Subsidiaries to, engage in any business activity, except the
business of (a) renting worldwide for general use passenger automobiles,
motorcycles, sport utility vehicles, vans, buses and trucks, (b) selling in the
United States late model automobiles, vans and trucks, (c) franchising the
foregoing rental business to other Persons, (d) with respect to SPCs, engage in
the activities permitted by their respective Organic Documents and any
transaction documents to which they are a party and (e) such activities as may
be incidental or related thereto, including, the ownership and operation of
parking lots, the ownership and operation of public storage facilities, the
ownership and rental of recreation vehicles and the ownership and operation of
limousine services, taxi fleets or car dealerships.

         SECTION 8.2.2 Indebtedness. The Borrower will not, and will not permit
any of its Subsidiaries to, create, incur, assume or suffer to exist or
otherwise become or be liable in respect of any Indebtedness, other than,
without duplication, the following:

                  (a)      Indebtedness in respect of the Letters of Credit and
         other Obligations;


                                      -79-


<PAGE>


                  (b)      Indebtedness in respect of the Primary DIP Facility
         in an aggregate principal amount not to exceed $100,000,000 (provided,
         however, that the Indebtedness thereunder consisting of loans (other
         than loans funded thereunder to satisfy the reimbursement obligations
         resulting from draws under letters of credit issued thereunder) shall
         not be in an outstanding aggregate principal amount in excess of
         $20,000,000 at any time);

                  (c)      Indebtedness existing as of the Closing Date which is
         identified in Item 8.2.2(c) ("Ongoing Indebtedness") of the Disclosure
         Schedule;

                  (d)      Vehicle Debt (provided, however, that any Vehicle
         Debt evidenced by any Additional Series Notes that is to be credit
         enhanced by one or more Postpetition Enhancement Letters of Credit may
         only be incurred if the terms thereof are reasonably satisfactory in
         all respects to the Lenders (such terms shall be deemed to be
         reasonably satisfactory to the Lenders to the extent such terms are
         substantially similar to the terms of the Initial Series 2002 Notes));

                  (e)      Indebtedness in respect of (i) the Subordinated
         Demand Note, (ii) the Demand Capitalization Note (1997-2) to the extent
         the obligations of BRACC thereunder (whether contingent or otherwise)
         do not exceed at any time $31,500,000, (iii) Demand Capitalization Note
         (1998-3) to the extent the obligations of the Borrower thereunder
         (whether contingent or otherwise) do not exceed at any time
         $60,000,000, (iv) Demand Capitalization Note (1998-4) to the extent the
         obligations of the Borrower thereunder (whether contingent or
         otherwise) do not exceed at any time $18,000,000, (v) Demand
         Capitalization Note (1999-3) to the extent the obligations of the
         Borrower thereunder (whether contingent or otherwise) do not exceed at
         any time $44,200,000, (vi) Demand Capitalization Note (1999-4) to the
         extent the obligations of the Borrower thereunder (whether contingent
         or otherwise) do not exceed at any time $25,300,000, (vii) Demand
         Capitalization Note (2001-2) to the extent the obligations of the
         Borrower thereunder (whether contingent or otherwise) do not exceed at
         any time $85,500,000, (viii) Demand Capitalization Note (2001-3) to the
         extent the obligations of the Borrower thereunder (whether contingent
         or otherwise) do not exceed at any time $34,375,000, (ix) Demand
         Capitalization Note (2002-1) to the extent the obligations of the
         Borrower thereunder (whether contingent or otherwise) do not exceed at
         any time $110,000,000, and (x) any promissory note or notes issued by
         the Borrower to an SPC or SPCs in connection with the issuance by such
         SPCs of medium-term notes, variable funding notes or other securities
         the proceeds of which are used to finance Vehicles or refinance Vehicle
         Debt so long as the Administrative Agent is satisfied that such
         promissory note or notes are structured in a manner similar to Demand
         Capitalization Note (1997-2), Demand Capitalization Note (1998-3),
         Demand Capitalization Note (1998-4), Demand Capitalization Note
         (1999-3), Demand Capitalization Note (1999-4), Demand Capitalization
         Note (2001-2), Demand Capitalization Note (2001-3) and Demand
         Capitalization Note (2002-1) (such promissory note or notes, together
         with the Demand Capitalization Note (1997-2), Demand Capitalization
         Note (1998-3), Demand Capitalization Note (1998-4), Demand
         Capitalization Note (1999-3), Demand Capitalization Note (1999-4),
         Demand Capitalization Note (2001-2) and Demand


                                      -80-

<PAGE>

         Capitalization Note (2001-3), are referred to hereinafter as the
         "Demand Capitalization Notes"):

                  (f)      Indebtedness of Foreign Subsidiaries incurred for
         working capital and general corporate purposes to the extent the
         aggregate principal amount thereof does not exceed at any time
         outstanding $10,000,000;

                  (g)      Indebtedness incurred after the Petition Date in an
         aggregate principal amount not to exceed $5,000,000 at any time
         outstanding which is incurred by the Borrower or any of its
         Subsidiaries to a vendor of any assets permitted to be acquired
         pursuant to clause (a) of Annex G to the Primary DIP Facility Agreement
         (as in effect on the date hereof and incorporated by reference in this
         Agreement pursuant to Section 8.2.6) to finance its acquisition of such
         assets;

                  (h)      unsecured Indebtedness incurred after the Petition
         Date in the ordinary course of business (including open accounts
         extended by suppliers on normal trade terms in connection with
         purchases of goods and services, but excluding Indebtedness incurred
         through the borrowing of money or Contingent Liabilities);

                  (i)      Indebtedness incurred after the Petition Date in
         respect of Capitalized Lease Liabilities to the extent permitted by
         clause (a) of Annex G to the Primary DIP Facility Agreement (as in
         effect on the date hereof and incorporated by reference in this
         Agreement pursuant to Section 8.2.6):

                  (j)      Hedging Obligations of the Borrower or any of its
         Subsidiaries pursuant to agreements designed to protect the Borrower or
         any of its Subsidiaries against fluctuations in interest rates in
         respect of Indebtedness of the Borrower or such Subsidiary incurred
         after the Petition Date and not entered into for purposes of
         speculation;

                  (k)      Hedging Obligations of the Borrower or any of its
         Subsidiaries pursuant to agreements entered into after the Petition
         Date and designed to protect the Borrower or any of its Subsidiaries
         against fluctuations in currency values and entered into in the
         ordinary course of business and not for purposes of speculation;

                  (1)      Contingent Liabilities of the Borrower or a
         Subsidiary Guarantor in respect of Vehicle Debt of the Borrower or a
         Subsidiary Guarantor that is a Wholly-Owned Subsidiary of the Borrower;

                  (m)      Indebtedness of the Borrower or any Subsidiary of the
         Borrower owing to a Subsidiary of the Borrower (other than a Subsidiary
         Guarantor); provided that any such Indebtedness of the Borrower (other
         than Indebtedness of the Borrower owing to TFFC in respect of amounts
         advanced by TFFC to the Borrower based upon TFFC's Profits (as defined
         in the Base Indenture or any supplement thereto)) constitutes
         Subordinated Intercompany Debt;


                                      -81-


<PAGE>

                  (n)      Indebtedness of (i) the Borrower owing to a
         Subsidiary Guarantor or (ii) a Subsidiary Guarantor that is a Wholly
         Owned Subsidiary of the Borrower owing to the Borrower or another
         Subsidiary Guarantor;

                  (o)      Indebtedness of Subsidiaries of the Borrower owing to
         the Borrower or a Subsidiary Guarantor to the extent permitted by
         clause (e) of Section 8.2.4:

                  (p)      Contingent Liabilities of the Borrower incurred after
         the Petition Date in respect of the guarantees of the Borrower in
         respect of Indebtedness of a Foreign Subsidiary of the type permitted
         and described in clause (d) or (f) above;

                  (q)      unfunded pension fund and other employee benefit plan
          obligations and liabilities to the extent they are permitted to remain
          unfunded under applicable law;

                  (r)      Indebtedness owed to banks or other financial
         institutions in the ordinary course of business in respect of any
         overdrafts and related liabilities arising from treasury, depository
         and cash management services or in connection with any automated
         clearing house transfers of funds;

                  (s)      Indebtedness, if any, secured solely by Liens
         permitted by clause (1) of Section 8.2.3;

                  (t)      Indebtedness in respect of surety, appeal or customs
         bond incurred in the ordinary course of business of such Person; and

                  (u)      other Indebtedness of the Borrower and its
         Subsidiaries incurred after the Petition Date in an aggregate amount
         not to exceed at any time outstanding $1,000,000;

provided, however, that no Indebtedness otherwise permitted by clauses (f), (g),
(i), (j) (except to the extent required under the Series 1997-2 Supplement or
any Series Supplement relating to the Initial Series 2002 Notes or any
Additional Series Notes), (k), (o) or (u) shall be permitted to be incurred if,
after giving effect to the incurrence thereof, any Default shall have occurred
and be continuing.

Notwithstanding anything to the contrary in this Section 8.2.2, the Borrower
shall not incur any Indebtedness to TFFC that is made as a subordinated loan or
advance pursuant to a Demand Capitalization Note and funded in cash on or after
the date hereof.

         SECTION 8.2.3 Liens. The Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any
of its Property, revenues or assets, whether now owned or hereafter acquired,
except:

                  (a)      Liens securing payment of Reimbursement Obligations
         and the other Obligations, granted pursuant to any Credit Document or
         the Orders;

                  (b)      Liens granted prior to the Closing Date to secure
         payment of Indebtedness of the type permitted and described in clause
         (c) of Section 8.2.2:


                                      -82-


<PAGE>

                  (c)      Liens granted (i) by TFFC to secure the Initial
         Series 2002 Notes or the Additional Series Notes and (ii) to secure
         payment of Vehicle Debt and covering only Vehicles financed by such
         Vehicle Debt, Excluded Receivables relating to such Vehicles, rights
         under the Demand Capitalization Note, cash (and investments thereof in
         High Quality Investments) of an SPC arising from the operations of such
         SPC and all proceeds of the foregoing;

                  (d)      Liens granted to secure payment of Indebtedness of
         the type permitted and described in clause (f) of Section 8.2.2 and
         covering only assets of the Foreign Subsidiary obligated under such
         Indebtedness;

                  (e)      Liens granted to secure payment of Indebtedness of
         the type permitted and described in clause (g) of Section 8.2.2 and
         covering only those assets acquired with the proceeds of such
         Indebtedness;

                  (f)      Liens granted to secure payment of Indebtedness
         (other than Subordinated Intercompany Debt) of the type permitted and
         described in clause (m) (n) or (o) of Section 8.2.2;

                  (g)      Liens for taxes, assessments or other governmental
         charges or levies not at the time delinquent or thereafter payable
         without penalty or being diligently contested in good faith by
         appropriate proceedings and for which adequate reserves in accordance
         with GAAP shall have been set aside on its books;

                  (h)      Liens of carriers, warehousemen, mechanics,
         materialmen and landlords incurred in the ordinary course of business
         for sums not overdue or being diligently contested in good faith by
         appropriate proceedings and for which adequate reserves in accordance
         with GAAP shall have been set aside on its books;

                  (i)      Liens incurred in the ordinary course of business in
         connection with workmen's compensation, unemployment insurance or other
         forms of insurance or benefits, or to secure performance of tenders,
         statutory obligations, leases and contracts (other than for borrowed
         money) entered into in the ordinary course of business or to secure
         obligations on surety or appeal bonds;

                  (j)      judgment Liens in existence less than 30 days after
         the entry thereof or with respect to which execution has been stayed or
         the payment of which is covered in full (subject to a customary
         deductible) by insurance maintained with responsible insurance
         companies (and for which no such insurance company has denied any
         liability);

                  (k)      Liens with respect to the Finance Lease Collateral;

                  (1)      Liens in favor of finance companies providing
         insurance policy financing to the Obligors and their respective
         Subsidiaries, so long as such Liens are limited to the unearned
         insurance premiums payable by the Obligors and their respective
         Subsidiaries;

                  (m)      pledges or deposits of money securing bids, tenders,
         contracts (other than contracts for the payment of money) or leases to
         which the Borrower or any such


                                      -83-

<PAGE>

         Subsidiary is a party as lessee made in the ordinary course of business
         and other pledges or deposits of money required to be made in the
         ordinary course of business (including without limitation in connection
         with airport concessions and surety obligations, but excluding any
         pledges or deposits in respect of Indebtedness for borrowed money); and

                  (n)      the Primary DIP Facility Liens.

         Notwithstanding the foregoing clauses (b) through (m), the Borrower
will not, and will not permit any of its Subsidiaries to, create, incur, assume
or suffer to exist any Lien upon or with respect to any trademarks, software
systems, reservations systems or other intellectual Property (or rights in
respect of any thereof), whether now owned or hereafter acquired (other than the
Primary DIP Facility Liens and the Prepetition Liens).

         Notwithstanding anything to the contrary in this Section 8.2.3, except
for the Carve-Out and the Primary DIP Facility Liens on Collateral (other than
the Secondary DIP Facility First Priority Collateral), the Borrower will not,
and will not permit any of its Subsidiaries to, create, incur, assume or suffer
to exist any other Super-Priority Claim or Lien which is pari passu with or
senior to the claims of (x) the Administrative Agent and the Lenders granted
pursuant to this Agreement and the Orders or (y) other than for claims
referenced in clause (x), the Prepetition Agent and the Prepetition Secured
Lenders granted pursuant to the Orders.

         SECTION 8.2.4 Investments. The Borrower will not, and will not permit
any of its Subsidiaries to, make, incur, assume or suffer to exist any
Investment in any other Person, except:

                  (a)      Investments existing on the Closing Date and
         identified in Item 8.2.4(a) ("Ongoing Investments") of the Disclosure
         Schedule;

                  (b)      Cash Equivalent Investments and High Quality
         Investments;

                  (c)      without duplication, Investments permitted as Capital
         Expenditures pursuant to clause (a) of Annex G to the Primary DIP
         Facility Agreement (as in effect on the date hereof and incorporated by
         reference in this Agreement pursuant to Section 8.2.6);

                  (d)      Investments by the Borrower and Subsidiary Guarantors
         in Subsidiary Guarantors that are Wholly Owned Subsidiaries of the
         Borrower;

                  (e)      Investments by the Borrower and Subsidiary Guarantors
         in Subsidiaries of the Borrower (other than Budget Capital) that are
         not permitted by the preceding clause (d), by way of contributions to
         capital, the making of loans or advances or the incurrence of
         Contingent Liabilities (other than Contingent Liabilities permitted
         pursuant to clause (p) of Section 8.2.2), to the extent the aggregate
         amount of such Investments at any time outstanding does not exceed
         $1,000,000;

                  (f) the equity securities of Budget Capital held by the
         Borrower on the Closing Date to the extent the aggregate liquidation
         amount of such equity securities does not exceed 3% of the total
         capital of Budget Capital;


                                      -84-

<PAGE>

                  (g)      Investments by (i) a Subsidiary of the Borrower
         (other than a Subsidiary Guarantor) in the Borrower or another
         Subsidiary of the Borrower and (ii) a Subsidiary Guarantor of the
         Borrower in the Borrower or another Subsidiary Guarantor;

                  (h)      without duplication, Investments permitted as
         Contingent Liabilities pursuant to Section 8.2.2;

                  (i)      Borrower and its Subsidiaries may hold Investments
         comprised of notes payable, stock or other securities issued by Account
         Debtors pursuant to negotiated agreements with respect to settlement of
         such Account Debtor's Accounts in the ordinary course of business;

                  (j)      Borrower and its Subsidiaries may acquire and hold
         accounts receivables owing to any of them, if created or acquired in
         the ordinary course of business and payable or dischargeable in
         accordance with customary trade terms (other than accounts receivable
         among Borrower and its Subsidiaries) of Borrower or such Subsidiary;

                  (k)      Investments by the Borrower in TFFC solely to the
         extent expressly contemplated and required by the Initial Series 2002
         Notes or any Additional Series Notes;

                  (1)      additional Investments in any SPC, in any event not
         to exceed the amount reasonably required by the Base Indenture, any
         Series Supplement or any other agreement directly related thereto; and

                  (m)      Investments by any SPC to the extent expressly
         contemplated and permitted by the agreements relating to its Vehicle
         Debt;

provided, however, that

                  (i)      any Investment which when made complies with the
         requirements of the definition of the term "Cash Equivalent Investment"
         or "High Quality Investment" may continue to be held notwithstanding
         that such Investment if made thereafter would not comply with such
         requirements; and

                  (ii)     no Investment otherwise permitted by clause (d), (e)
         or (g) shall be permitted to be made if, immediately before or after
         giving effect thereto, any Default shall have occurred and be
         continuing.

Notwithstanding anything to the contrary in this Section 8.2.4 (including clause
(m) above), TFFC shall not make any Investments in the Borrower in the form of
subordinated loans or advances that are made pursuant to a Demand Capitalization
Note and funded in cash on or after the date hereof.

         SECTION 8.2.5 Restricted Payments, etc. On and at all times after the
Closing Date:

                  (a)      the Borrower will not declare, pay or make any
         Distribution with respect to any shares of its Capital Stock (now or
         hereafter outstanding) or on any warrants,


                                      -85-

<PAGE>

         options or other rights with respect to any such shares of Capital
         Stock (now or hereafter outstanding) or apply, or permit any of its
         Subsidiaries to apply, any of its funds, Property or assets to the
         purchase, redemption, sinking fund or other retirement of, or agree or
         permit any of its Subsidiaries to purchase or redeem, any shares of any
         class of Capital Stock (now or hereafter outstanding) of the Borrower,
         or warrants, options or other rights with respect to any such shares of
         Capital Stock (now or hereafter outstanding) of the Borrower;

                  (b)      the Borrower will not permit any of its Subsidiaries
         to declare, pay or make any Distribution with respect to any shares of
         Capital Stock (now or hereafter outstanding) of any such Subsidiary
         (other than (x) with respect to any such shares held by the Borrower or
         any of its Wholly Owned Subsidiaries and (y) with respect to such
         shares which are shares of common stock, so long as such Distribution
         is made on a pro rata basis, consistent with the ownership interests in
         such shares of common stock, to the owners of such shares of common
         stock) or apply any of its funds, Property or assets to the purchase,
         redemption, sinking fund or other retirement of, or agree to purchase
         or redeem, any shares of any class of Capital Stock (now or hereafter
         outstanding) of any such Subsidiary, or warrants, options or other
         rights with respect to any such shares of Capital Stock (now or
         hereafter outstanding) of any such Subsidiary (other than any such
         shares, warrants, options or other rights held by the Borrower or any
         of its Wholly Owned Subsidiaries);

                  (c)      the Borrower will not permit any of its Subsidiaries
         (other than the SPCs) to make any payments of pre-Petition Date
         obligations other than (i) as permitted under the Orders, (ii) as
         permitted by the Bankruptcy Court pursuant to the "First Day" Orders
         referred to in Section 6.1.3, including pre-petition wages and benefits
         and other employee-related claims, and (iii) as otherwise permitted
         under this Agreement; and

                  (d)      the Borrower will not, and will not permit any of its
         Subsidiaries to, make any deposit for any of the foregoing purposes
         (other than any SPC; provided that such deposit is made for the
         purposes described in clause (c) above).

         SECTION 8.2.6 Financial Covenants. The Borrower shall not breach or
fail to comply with any of the covenants set forth in Annex G to the Primary DIP
Facility Agreement (as in effect on the date hereof).

         SECTION 8.2.7 Take or Pay Contracts. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into or be a party to any
arrangement for the purchase of materials, supplies, other Property or services
if such arrangement by its express terms requires that payment be made by the
Borrower or such Subsidiary regardless of whether such materials, supplies,
other Property or services are delivered or furnished to it (it being understood
and agreed that motor vehicle supply agreements containing customary and
reasonable provisions that provide price and other incentives to purchase motor
vehicles from the manufacturer thereunder shall not violate this Section 8.2.7).

         SECTION 8.2.8 Consolidation, Merger, etc. The Borrower will not, and
will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate
with, or merge into or with, any other


                                      -86-


<PAGE>

Person, or otherwise enter into or consummate any Business Acquisition, except
(a) any Domestic Subsidiary may liquidate or dissolve voluntarily into and may
merge with and into, the Borrower or any Domestic Subsidiary that is a Wholly
Owned Subsidiary of the Borrower, and the assets or stock of any Domestic
Subsidiary may be purchased or otherwise acquired by the Borrower or any
Domestic Subsidiary that is a Wholly Owned Subsidiary of the Borrower and (b)
any Foreign Subsidiary may liquidate or dissolve voluntarily into, and may merge
with and into, any Foreign Subsidiary that is a Wholly Owned Subsidiary of the
Borrower, and the assets or stock of any Foreign Subsidiary may be purchased or
otherwise acquired by any Foreign Subsidiary that is a Wholly Owned Subsidiary
of the Borrower.

         SECTION 8.2.9 Asset Dispositions, etc. The Borrower will not, and will
not permit any of its Subsidiaries to, sell, issue, transfer, lease, contribute
or otherwise convey, or grant options, warrants or other rights with respect to,
any Property, business or assets of the Borrower or any of its Subsidiaries
(including accounts receivable and Capital Stock) (each, a "Disposition") to any
Person, other than

                  (a)      (i) the sale of Inventory (other than Vehicles) in
         the ordinary course of business consistent with past practice, (ii) in
         the case of the Borrower and its Subsidiaries (other than the SPCs) the
         sale of Vehicles in the ordinary course of business consistent with
         past practice or which are otherwise obsolete or no longer useful in
         the ordinary course of such Person's business consistent with past
         practice; provided that with respect to any Vehicle which is (A) an
         Eligible Non-Repurchase Vehicle, such sale shall be for cash at a price
         not less than the fair market value thereof and (B) an Eligible
         Repurchase Vehicle, such sale shall be for cash at a price not less
         than the Repurchase Price in respect thereof under the related
         Repurchase Agreement; and (iii) in the case of the SPCs, the sale of
         assets to the extent not prohibited by the Base Indenture, the
         applicable Series Supplement or the applicable Lease;

                  (b)      the Disposition of Property (other than Vehicles),
         that is obsolete or no longer used or useful in such Obligor's business
         and having a net book value not exceeding $100,000 in any single
         transaction or $1,000,000 over the term of this Agreement;

                  (c)      the Disposition of the assets or Capital Stock of any
         EMEA Subsidiary;

                  (d)      with prior written consent of the Administrative
         Agent, the Disposition of the real Property set forth on Item 8.2.9(d)
         ("Excluded Real Property") of the Disclosure Schedule; and

                  (e)      leases or subleases of its real Property to any
         Person so long as (A) such lease or sublease does not interfere in any
         material respect in the business of the Borrower or any of its
         Subsidiaries, (B) the Borrower or such Subsidiary shall have obtained
         the Administrative Agent's prior written approval, and (C) prior to
         executing and delivering such lease or sublease, as applicable, the
         Borrower or the relevant Subsidiary shall have caused the lessee or
         sublessee thereunder, as applicable, to execute and deliver to the
         Administrative Agent such documents as the Administrative Agent may
         reasonably request to maintain or protect its Lien on such real
         Property;


                                      -87-


<PAGE>

provided that with respect to any Disposition permitted pursuant to clause (b),
(c), (d) or (e) above, such Dispositions shall be made for cash at a price not
less than the fair market value thereof (or, in the case of clause (e) above,
for market-rate rent therefor). The Administrative Agent agrees, on reasonable
prior written notice from the Borrower of a Disposition permitted pursuant to
this Section 6.2.9. to release its Lien, if any, on such assets or other
properties in order to permit the applicable Person to effect such Disposition
and shall execute and deliver to the Borrower, at the Borrower's expense,
appropriate UCC-3 termination statements (or equivalent or similar statements
under applicable personal property security statutes) and other releases as
reasonably requested by the Borrower, if applicable.

         SECTION 8.2.10 Modification of Certain Agreements; Order. (a) The
Borrower will not consent to, and will not permit any of its Subsidiaries to
consent to, any amendment, supplement or other modification of any of the terms
or provisions contained in, or applicable to, (i) the Primary DIP Facility
Documents, the Budget Capital Trust Documents, the Series B Note Purchase
Agreements, the Series B Notes, the High Tides Debentures, the High Tides
Debentures Indenture, the High Tides Guaranty, any Material Document or any
other document or instrument evidencing or applicable to any Subordinated Debt
or 1999 Senior Note Debt, other than any amendment, supplement or other
modification which would not have an adverse effect on the Lenders or (ii) the
Base Indenture, any Lease or Series Supplement, except in accordance with the
amendment, consent and waiver provisions contained therein.

         (b)      Other than as contemplated by the Orders, the Borrower will
not enter into, or permit any of its Subsidiaries to enter into, after the
Closing Date any Lease or Series Supplement with respect to which one or more
Postpetition Enhancement Letters of Credit may be issued as credit enhancement
other than any such Lease or Series Supplement the terms of which (including the
terms of all documents relating thereto and the use of the proceeds of the
medium term or variable funding notes related thereto) are reasonably
satisfactory in all respects to the Administrative Agent (it being acknowledged
and agreed that the terms of the Lease or Series Supplement relating to any
Additional Series of Notes shall be deemed to be reasonably satisfactory to the
Administrative Agent to the extent that such terms are substantially similar to
the terms of the Group IV Lease or Series 2002-1 Supplement).

         (c)      The Borrower will not, and will not permit any other DIP
Obligor to, make or permit to be made any change, amendment or modification, or
any application or motion for any change, amendment or modification, to (i)
either or both Orders; (ii) either or both Primary DIP Facility Orders; (iii)
the Ford Leasing Order; (iv) the Lease Payment Order or (v) the New Fleet
Financing Order, in each case, without the prior written consent of the
Administrative Agent and the Required Lenders.

         SECTION 8.2.11 Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into, or cause, suffer or
permit to exist any arrangement or contract with any of its other Affiliates
unless such arrangement or contract is fair and equitable to the Borrower or
such Subsidiary and is an arrangement or contract of the kind which would be
entered into by a prudent Person in the position of the Borrower or such
Subsidiary with a Person which is not one of its Affiliates; provided, however,
that the foregoing restriction shall not apply to (a) any agreement or
arrangement between or among the Borrower and any Subsidiary Guarantor that is a
Wholly Owned Subsidiary of the Borrower that is not otherwise prohibited


                                      -88-


<PAGE>

hereunder, (b) any agreement or arrangement that provides for the sale of
Vehicles from TFFC to the Borrower or any other Subsidiary of the Borrower at
the higher of the fair market value thereof and the net book value thereof (or,
in the case of Vehicles located in Texas or Hawaii, at the net book value
thereof), to the extent such agreement or arrangement is entered into in
connection with a structured financing or securitization program, (c) the rate
of interest on any Indebtedness permitted pursuant to clause (o) of Section
8.2.2 and (d) intercompany loans and advances entered into in connection with
the cash management system of the Obligors (but only to the extent permitted
under Section 8.2.2).

         SECTION 8.2.12 Negative Pledges, Restrictive Agreements, etc. The
Borrower will not, and will not permit any of its Subsidiaries to, enter into
any agreement (excluding this Agreement and any other Credit Document)
prohibiting

                  (a)      the creation or assumption of any Lien upon its
         Properties, revenues or assets, whether now owned or hereafter
         acquired; or

                  (b)      the ability of any Subsidiary of the Borrower to make
         any payments, directly or indirectly, to the Borrower by way of
         dividends, advances, repayments of loans or advances, reimbursements of
         management and other intercompany charges, expenses and accruals or
         other returns on investments, or any other agreement or arrangement
         which restricts the ability of any such Subsidiary to make any payment,
         directly or indirectly, to the Borrower;

except

                  (i)      any agreement governing any Indebtedness permitted by
         clause (d), (g) or (i) of Section 8.2.2 as to the assets financed with
         the proceeds of such Indebtedness;

                  (ii)     as to any SPC, usual and customary restrictions
         pursuant to the Organic Documents of such SPC and the instruments and
         agreements to which it is a party;

                  (iii)    usual and customary restrictions pursuant to any
         agreement relating to any Indebtedness of any Foreign Subsidiary
         permitted pursuant to clause (f) of Section 8.2.2, such as maintenance
         of net worth or other balance sheet conditions, provided that such
         restrictions are agreed to in good faith and, where applicable, based
         upon reasonable assumptions;

                  (iv)     as to Budget Capital, pursuant to the Budget Capital
         Trust Documents;

                  (v)      the instruments and agreements entered into by
         Subsidiaries of the Borrower which are organized or formed under the
         laws of Australia or New Zealand;

                  (vi)     the Prepetition Credit Agreement and the Loan
         Documents (as defined therein); or

                  (vii)    the Primary DIP Facility Documents.


                                      -89-
<PAGE>
         SECTION 8.2.13    Ability to Amend; Restrictive Agreements. The
Borrower will not, and will not permit any of its Subsidiaries to, enter into,
or accept obligations under, any agreement (a) prohibiting (including
subjecting to any condition) the ability of the Borrower or any of its
Subsidiaries to amend, supplement or otherwise modify this Agreement or any
other Credit Document (other than the Primary DIP Facility Agreement) or (b)
containing any provision that would contravene any provision of this Agreement
or any other Credit Document.

         SECTION 8.2.14    Accounting Changes. The Borrower will not, and will
not permit any of its Subsidiaries to, change its Fiscal Year from twelve
consecutive calendar months ending on December 31.

         SECTION 8.2.15    Tax Sharing Arrangements. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into or permit to exist any
tax sharing agreement or similar arrangement unless the same shall have been
reviewed by, and consented to, by the Administrative Agent.

         SECTION 8.2.16    Certain Issuances. The Borrower shall not, and shall
not permit any of its Subsidiaries to, issue, or agree to issue, any shares of
its Capital Stock, including any warrants, options or other rights to acquire
its Capital Stock (and including in Capital Stock for purposes of this Section
8.2.16 stock appreciation rights or similar rights), to any provider,
underwriter or arranger of any secured financing to the Borrower or any of its
Subsidiaries (or any Affiliate of such provider, underwriter or arranger) in
connection with the providing, underwriting or arranging of such financing.

         SECTION 8.2.17    Employment. No Obligor shall, nor shall it permit
its Subsidiaries to, pay to any officer, director or employee any employment
wages, salary, bonus or other compensation of any type or character that is not
consistent with past practices other than retention, performance and severance
payments which have been approved by the Bankruptcy Court and otherwise
approved in writing by the Administrative Agent.

         SECTION 8.2.18    Cancellation of Indebtedness. The Borrower will not,
and will not permit any of its Subsidiaries to, cancel any claim or debt owing
to it, except for reasonable consideration negotiated on an arm's-length basis
and in the ordinary course of its business consistent with past practices.

         SECTION 8.2.19    Overenhancement. The Borrower shall not permit the
stated amount of any Postpetition Enhancement Letter of Credit to exceed the
minimum amount required to credit enhance the Initial Series 2002 Notes or any
Additional Series Notes, as applicable, after taking into account all other
credit enhancement for the Initial Series 2002 Notes and any such Additional
Series Notes, as applicable, by $2,500,000 for a period in excess of 30
consecutive days (it being understood that compliance with this covenant may
require reducing the stated amount of such Postpetition Enhancement Letter of
Credit).

         SECTION 8.2.20    Ford Liens. No Obligor shall, nor shall it permit
any Subsidiary to, suffer to exist any Lien or other claim on or to any Ford
Vehicle (other than any Lien or claim in favor of Ford Motor Credit Corporation
or any of its Affiliates).


                                     -90-
<PAGE>
         SECTION 8.2.21    Reclamation Claims; Bankruptcy Code Section 546(g)
Agreements. Except as otherwise permitted by the Bankruptcy Court, no DIP
Obligor will

                  (a)      make any payments or transfer any Property on
         account of claims asserted by any vendors of any DIP Obligor for
         reclamation in accordance with Section 2-702 of the Uniform Commercial
         Code and Section 546(c) of the Bankruptcy Code; or

                  (b)      enter into any agreements or file any motion seeking
         a Bankruptcy Court order for the return of Property of any DIP Obligor
         to any vendor pursuant to Section 546(g) of the Bankruptcy Code.

                                   ARTICLE IX

                               EVENTS OF DEFAULT

         SECTION 9.1       Listing of Events of Default. Each of the following
events or occurrences described in this Section 9.1 shall constitute an "Event
of Default".

         SECTION 9.1.1     Non-Payment of Obligations. The Borrower or any
other Obligor shall (a) default in the payment when due of any Reimbursement
Obligation or (b) default (and such default shall continue unremedied for a
period of three Business Days) in the payment when due of any fee or of any
other Obligation.

         SECTION 9.1.2     Breach of Warranty. Any representation or warranty
of the Borrower or any other Obligor made or deemed to be made hereunder or in
any other Credit Document executed by it or any other writing or certificate
furnished by or on behalf of the Borrower or any other Obligor to the
Administrative Agent or any Lender for the purposes of or in connection with
this Agreement or any such other Credit Document (including any certificates
delivered pursuant to Article VI) is or shall be incorrect when made in any
material respect.

         SECTION 9.1.3     Non-Performance of Certain Covenants and
Obligations. The Borrower shall default in the due performance and observance
of any of its obligations under Section 8.2 or Section 8.1.1, 8.1.2, 8.1.8,
8.1.11, 8.1.14 or 8.1.15.

         SECTION 9.1.4     Non-Performance of Other Covenants and Obligations.
Any Obligor shall default in the due performance and observance of any other
agreement contained herein or in any other Credit Document executed by it, and
such default shall continue unremedied for a period of 10 days after notice
thereof shall have been given to the Borrower by the Administrative Agent or
any Lender.

         SECTION 9.1.5     Default on Other Indebtedness, etc. (a) A default
shall occur on or after the Petition Date in performance or observance of any
obligation or condition (including the failure to make any payment) with respect
to any Indebtedness having a principal amount, individually or in the aggregate,
in excess of $1,000,000 that was incurred by any DIP Obligor on or after the
Petition Date (including the Primary DIP Facility but excluding Indebtedness
described in Section 9.1.1) and (i) the holder of such Indebtedness shall have
accelerated, or commenced the exercise of remedies with respect to, such
Indebtedness or (ii) the effect of such


                                     -91-
<PAGE>
default is to accelerate the maturity (or require the cash collateralization
thereof) prior to its expressed maturity.

         (b)      Any commitment under the Primary DIP Facility shall have been
terminated or reduced such that the aggregate stated amount of letters of
credit that may be, or are, issued thereunder for the purpose of providing
credit enhancement is in an amount less than $70,000,000 (including as a result
of (x) any reduction resulting in such aggregate stated amount of such letters
of credit being an amount less than $70,000,000 as a result of a reduction to
the commitments in respect of the issuance of such letters of credit, (y) any
modification by the Primary DIP Facility Agent or the Primary DIP Facility
Lenders under the Primary DIP Facility of any borrowing base thereunder (or
definitions related thereto) that limits the aggregate stated amount of such
letters of credit to an amount less than $70,000,000 or (z) any other action by
the Primary DIP Facility Agent or the Primary DIP Facility Lenders that has a
similar effect (it being acknowledged and agreed that any cash
collateralization of any such letters of credit shall be deemed to result in a
dollar-for-dollar reduction to the stated amount thereof for purposes of this
Event of Default) but excluding any reduction to the stated amount of any such
letter of credit as a result of drawings thereon). For purposes of this Section
9.1.5(b), the word "drawings" shall mean, with respect to any letter of credit,
drawings thereon that have not been reimbursed.

         (c)      A default shall occur in the payment when due (subject to any
applicable grace period), whether by acceleration or otherwise, of any
Indebtedness incurred by any Foreign Subsidiary Guarantor (other than
Indebtedness described in Section 9.1.1 and the Primary DIP Facility
Obligations) having a principal amount, individually or in the aggregate, in
excess of $1,000,000, or a default shall occur in the performance or observance
of any obligation or condition with respect to such Indebtedness if the effect
of such default is to accelerate the maturity of any such Indebtedness or such
default shall continue unremedied for any applicable period of time sufficient
to permit the holder or holders of such Indebtedness, or any trustee or agent
for such holders, to cause such Indebtedness to become due and payable prior to
its expressed maturity.

         (d)      A default shall occur in the payment when due of any Adequate
Protection Obligation.

         (e)      A default shall occur in the payment when due of any amount
that is required to be paid under the Lease Payment Order.

         (f)      An Amortization Event, Liquidation Event of Default or
Limited Liquidation Event of Default (as each such term is defined in the Base
Indenture (as modified by any Series Supplement)) shall have occurred in
respect of any Indebtedness incurred by any SPC under the Base Indenture or
such Series Supplement relating to the Initial Series 2002 Notes or any
Additional Series Notes.

         SECTION 9.1.6     Judgments. A final judgment or judgments in respect
of (i) post-petition liabilities or obligations for the payment of money with
respect to any DIP Obligor or (ii) with respect to any Foreign Subsidiary
Guarantor or any other Subsidiary of Borrower that is not an Obligor,
liabilities or obligations for the payment of money, in each case, which is not
covered in full (subject to a customary deductible) by insurance maintained
with responsible


                                     -92-
<PAGE>
insurance companies (and for which no such insurance company has denied any
liability) in excess of $250,000 in the aggregate at any time are outstanding
against one or more of the Obligors and the same are not, within thirty (30)
days after the entry thereof, discharged or execution thereof stayed or bonded
pending appeal, or such judgments are not discharged prior to the expiration of
any such stay.

         SECTION 9.1.7     Pension Plans. Any of the following events shall
occur with respect to any Pension Plan

                  (a)      the institution of any steps by the Borrower, any
         member of its Controlled Group or any other Person to terminate a
         Pension Plan if, as a result of such termination, the Borrower or any
         such member could be required to make a contribution to such Pension
         Plan, or could reasonably expect to incur a liability or obligation to
         such Pension Plan, in excess of $1,000,000; or

                  (b)      a contribution failure occurs with respect to any
         Pension Plan sufficient to give rise to a Lien under Section 302(f) of
         ERISA.

         SECTION 9.1.8     Change in Control. Any Change in Control shall
occur.

         SECTION 9.1.9     Invalidity. Any Credit Document, the Orders, or any
Lien granted under such Credit Document or the Orders, shall (except in
accordance with its terms), in whole or in part, terminate, cease to be
effective or cease to be the legally valid, binding and enforceable obligation
of any Obligor party thereto or TFFC, so long as TFFC is a party thereto or any
Obligor or TFFC shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability of any Credit
Document, the Orders, or any Lien granted under such Credit Document or the
Orders.

         SECTION 9.1.10    Bankruptcy Court Related Matter. (a) Any of the
Cases shall be dismissed or converted to a case under Chapter 7 of the
Bankruptcy Code;

         (b)      an order of the Bankruptcy Court shall be entered in any of
the Cases appointing a trustee under Chapter 11 of the Bankruptcy Code;

         (c)      except for the Carve-Out and the Primary DIP Facility Liens
on the Collateral (other than the Secondary DIP Facility First Priority
Collateral), an order of the Bankruptcy Court shall be entered granting another
(i) Lien pari passu with or senior to that granted (A) to the Administrative
Agent for the benefit of the Secured Parties pursuant to this Agreement and the
Orders, or (B) to the Prepetition Secured Lenders pursuant to the Orders (other
than pursuant to clause (A) above) or (ii) a Super-Priority Claim pari passu
with or senior to that granted to the Administrative Agent for the benefit of
the Secured Parties pursuant to this Agreement and the Orders;

         (d)      an order of a court of competent jurisdiction shall be
entered staying, reversing, vacating or otherwise modifying either of the
Orders without the Administrative Agent's and the Required Lenders' consent;


                                     -93-
<PAGE>
         (e)      the Prepetition Secured Lenders' Cash Collateral shall be
used in a manner inconsistent with the Orders, except to the extent permitted
by the intercreditor provisions of the Primary DIP Facility Orders;

         (f)      the entry of an order that approves or permits the payment of
any pre-petition Indebtedness or otherwise impairs the value of the
post-petition Claims of the Administrative Agent (other than (i) the
"first-day" motions filed and orders based thereon (including the First Day
Orders), (ii) any order approved in writing by the Administrative Agent and the
Required Lenders and (iii) any other order seeking enforcement of any provision
of the orders described in the preceding clauses (i) and (ii)):

         (g)      an order of the Bankruptcy Court shall be entered in any of
the Cases appointing an examiner having enlarged powers (beyond those set forth
under Sections 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b)
of the Bankruptcy Code;

         (h)      the entry of an order granting relief from the automatic stay
applicable under section 362 of the Bankruptcy Code so as to allow a third
party to proceed against any asset or assets of any DIP Obligor which have a
book value in excess of $100,000 in the aggregate (other than (i) any orders
based on the "first-day" motions filed (including the First Day Orders), (ii)
any order approved in writing by the Administrative Agent and (iii) the
Required Lenders and any other order seeking enforcement of any provision of
the orders described in the preceding clauses (i) and (ii)):

         (i)      except to the extent the same would not constitute a Default
under any of the previous clauses (a) through (i), the entry of an order
approving any settlement or other stipulation with any creditor of any DIP
Obligor, other than the Administrative Agent and Lenders, or otherwise
providing for payments as adequate protection (other than adequate protection
to the Prepetition Secured Lenders as approved in the Secondary DIP Facility
Orders) or otherwise to such creditor individually or in the aggregate in
excess of $25,000 for any and all such creditors;

         (j)      the filing of any pleading by any DIP Obligor seeking, or
otherwise consenting to, any of the matters set forth in clauses (a) through
(i) above; or

         (k)      an "Event of Default" shall have occurred within the meaning
of the Interim Order (or the Final Order when applicable).

         SECTION 9.1.11    Interim Order; Final Order. (i) The Interim Order
shall cease to be in full force and effect and the Final Order shall not have
been entered prior to such cessation; or (ii) the Final Order shall not have
been entered (and shall not have been certified as having been entered) by the
Bankruptcy Court on or before August 30, 2002 or such later date agreed to in
writing by the Administrative Agent; or (iii) from and after the date of entry
thereof, the Final Order shall cease to be in full force and effect; (iv) any
DIP Obligor shall default in the due performance or observance by it of any
term, covenant or agreement contained in the Interim Order or the Final Order
and such default shall continue for a period of three (3) days after the
earlier to occur of (x) written notice thereof to the defaulting party by
Administrative Agent or the Administrative Agent at the direction of the
Required Lenders or (y) such Obligor's


                                     -94-
<PAGE>
knowledge of such default; or (v) this Agreement, the other Credit Documents,
the Interim Order or the Final Order shall be amended, supplemented, stayed,
reversed, vacated or otherwise modified (or any of the DIP Obligors shall apply
for authority to do so), or any Obligor or any other Person shall file any
pleading requesting any such relief (and, in the case of such other Person, any
Obligor shall fail to timely object to such pleading) or any motion for such
relief shall be granted by the Bankruptcy Court, in each case without the
written consent of the Administrative Agent and the Required Lenders.

         SECTION 9.1.12    Liens. Except as contemplated in the Primary DIP
Facility Final Order and the Final Order, any DIP Obligor shall file any
pleading seeking, or otherwise consenting to, (i) the invalidation,
subordination or other challenging of the Liens granted to secure the
Obligations or (ii) if waived in the Final Order, any relief under Section
506(c) of the Bankruptcy Code with respect to any Property which secures the
Prepetition Obligations.

         SECTION 9.1.13    Acquisition Agreement. The termination of a
definitive agreement that satisfied the requirements of the Acquisition
Agreement Covenant for a reason other than a default by the Borrower thereunder
and, to the extent (x) the Borrower is seeking in good faith during the 60-day
period commencing on the date of such termination to enter into a replacement
definitive agreement providing for the Acquisition that is reasonably
satisfactory to the Required Lenders and (y) the Required Lenders have not
determined that there is a reasonable probability that entry into such
definitive agreement will not occur before the end of such 60-day period, the
passage of 60 days from the date of such termination (it being understood that
this 60-day grace period will be operative only once).

         SECTION 9.1.14    Material Adverse Change. There shall occur any event
(including any change in the financial condition of the Borrower and its
Subsidiaries, taken as a whole) that would have a 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, 2001 or upon the ability of the Borrower and the
Subsidiary Guarantors to perform their respective obligations under the Credit
Documents; provided that those events disclosed by the Borrower pursuant to
reports on Form 10-Q and Form 10-K filed with the Securities and Exchange
Commission on or prior to May 15, 2002 or which customarily occur as a result
of events leading up to and following the commencement of a proceeding under
Chapter 11 of the Bankruptcy Code shall not constitute such an event.

         SECTION 9.1.15    Material Document Default. Any default or breach by
any Obligor occurs after the Petition Date and is continuing under any Material
Document.

         SECTION 9.1.16    Foreign Subsidiary Guarantor Event of Default. Any
Bankruptcy Event shall have occurred with respect to any Foreign Subsidiary
Guarantor.

         SECTION 9.2       Available Action if Event of Default. If any Event
of Default shall occur for any reason, whether voluntary or involuntary, and be
continuing, then (and without further order of or application to the Bankruptcy
Court but subject to the intercreditor provisions of the Primary DIP Facility
Orders), the Administrative Agent may, and, at the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrower (with a copy
to the Primary DIP Facility Agent and the counsel for any statutory committee
of unsecured creditors appointed


                                     -95-
<PAGE>
in the Cases and to the United States Trustee in the Cases), take one or more
of the following actions, at the same or different times (provided, that with
respect to clause (c) below and the enforcement of Liens or other remedies with
respect to the Collateral under clause (d) below, the Administrative Agent
shall provide the Borrower (with a copy to the Primary DIP Facility Agent and
the counsel for any statutory committee of unsecured creditors appointed in the
Cases and to the United States Trustee in the Cases) with five Business Days'
written notice prior to the taking the action contemplated thereby): (a)
terminate forthwith the Commitments (if not theretofore terminated) (other
than, until the Fully Collateralized Condition or the Collateral Turnover Date
has occurred, Commitments to extend a Postpetition Enhancement Letter of Credit
in respect of an Overenhancement Drawing that has been reimbursed (and retained
by the recipients thereof) and the associated Postpetition Enhancement Letter
of Credit has not been issued); (b) declare all or any portion of the Letter of
Credit Outstandings and other Obligations to be due and payable, whereupon the
Letter of Credit Outstandings and any unpaid accrued fees and all other
Obligations of the Borrower and the Subsidiary Guarantors outstanding hereunder
and under any other Credit Document, shall become forthwith due and payable,
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived by the Borrower and the Subsidiary
Guarantors, anything contained herein or in any other Credit Document to the
contrary notwithstanding; (c) demand immediate compliance of the Borrower with
its obligations under Section 4.7, whereupon the Borrower shall be obligated to
comply immediately with its obligations under Section 4.7, (d) set-off amounts
in the Cash Collateral Account and the Letter of Credit Reimbursement Account
or any other accounts of the Borrower or any Subsidiary Guarantor and apply
such amounts to the Obligations of the Borrower or such Subsidiary Guarantor
hereunder and under the other Credit Documents, as the case may be; and (e)
exercise any and all remedies under this Agreement, the Orders, and applicable
law available to the Administrative Agent and the Lenders. All rights and
remedies of the Administrative Agent and the Lenders under this Agreement, the
Documents and the Orders shall be subject, in all respects, to the
intercreditor provisions set forth in the Primary DIP Facility Orders.

                                   ARTICLE X
                       REMEDIES; APPLICATION OF PROCEEDS

         SECTION 10.1      Remedies; Obtaining the Collateral Upon Default.
Subject to the intercreditor provisions of the Primary DIP Facility Orders,
upon the occurrence and during the continuance of an Event of Default, to the
extent any such action is not inconsistent with the Orders and Article IX
(including the requirement thereunder that the Administrative Agent shall
provide the Borrower (with a copy to the Primary DIP Facility Agent and the
counsel for any statutory committee of unsecured creditors appointed in the
Cases and to the United States Trustee in the Cases) with five Business Days'
written notice prior to the taking of any such action), the Administrative
Agent, in addition to any rights now or hereafter existing under applicable
law, and without application to or order of the Bankruptcy Court, shall have
all rights as a secured creditor under the Uniform Commercial Code as
applicable in all relevant jurisdictions and may (x) withdraw all monies,
securities and instruments in the Letter of Credit Reimbursement Account for
application to the Obligations or (y) following the occurrence of the
Collateral Turnover Date:


                                     -96-
<PAGE>
                  (a)      instruct the obligor or obligors on any agreements,
         instrument or other obligation constituting the Collateral to make any
         payment required by the terms of such instrument or agreement directly
         to the Cash Collateral Account or the Letter of Credit Reimbursement
         Account;

                  (b)      withdraw all monies, securities and instruments in
         the Concentration Account, the Cash Collateral Account or the Letter
         of Credit Reimbursement Account for application to the Obligations;

                  (c)      sell, assign or otherwise liquidate, or direct the
         Borrower or any Subsidiary Guarantor to sell, assign or otherwise
         liquidate, any or all of the Collateral or any part thereof, and take
         possession of the proceeds of any such sale or liquidation; and

                  (d)      personally, or by agents or attorneys, immediately
         take possession of the Collateral or any part thereof, from the
         Borrower, any Subsidiary Guarantor or any other Person who then has
         possession of any part thereof with or without notice or process of
         law (but subject to any Requirements of Law), and for that purpose may

                           (i)      enter upon the Borrower's or any Subsidiary
                  Guarantor's premises where any of the Collateral is located
                  and remove the same and use in connection with such removal
                  any and all services, supplies, aids and other facilities of
                  the Borrower or Subsidiary Guarantor; and

                           (ii)     take possession of the Collateral or any
                  part thereof, by directing the Borrower or any Subsidiary
                  Guarantor in writing to deliver the same to the
                  Administrative Agent at any place or places designated by the
                  Administrative Agent, in which event the Borrower or such
                  Subsidiary Guarantor shall at its own expense:

                                    (A)      forthwith cause the same to be
                           moved to the place or places so designated by the
                           Administrative Agent and there delivered to the
                           Administrative Agent;

                                    (B)      store and keep any Collateral so
                           delivered to the Administrative Agent at such place
                           or places pending further action by the
                           Administrative Agent as provided in Section 10.2;
                           and

                                    (C)      while the Collateral shall be so
                           stored and kept, provide such guards and maintenance
                           services as shall be necessary to protect the same
                           and to preserve and maintain them in good condition;

it being understood that the Borrower's or any Subsidiary Guarantor's
obligation so to deliver the Collateral is of the essence of this Agreement and
that, accordingly, upon application to the Bankruptcy Court, the Administrative
Agent shall be entitled to a decree requiring specific performance by the
Borrower or any Subsidiary Guarantor of such obligation; provided, however,
that all rights and remedies of the Administrative Agent and the Lenders under
this Agreement, the other Credit Documents and the Orders shall be subject, in
all respects, to the intercreditor provisions set forth in the Primary DIP
Facility Orders.


                                     -97-
<PAGE>
         SECTION 10.2      Remedies; Disposition of the Collateral. Subject to
the intercreditor provisions set forth in the Primary DIP Facility Orders, upon
the occurrence and during the continuance of an Event of Default, and to the
extent not inconsistent with the Orders and Article IX (including the
requirement thereunder that the Administrative Agent shall provide the Borrower
(with a copy to the Primary DIP Facility Agent and the counsel for any
statutory committee of unsecured creditors appointed in the Cases and to the
United States Trustee in the Cases) with five Business Days' written notice
prior to the taking of any such action), without application to or order of the
Bankruptcy Court, any Collateral repossessed by the Administrative Agent under
or pursuant to Section 10.1 or the Orders or otherwise, and any other
Collateral whether or not so repossessed by the Administrative Agent, may be
sold, assigned, leased or otherwise disposed of under one or more contracts or
as an entirety, and without the necessity of gathering at the place of sale the
Property to be sold, and in general in such manner, at such time or times, at
such place or places and on such terms as the Administrative Agent may, in
compliance with any Requirements of Law, determine to be commercially
reasonable. Any of the Collateral may be sold, leased or otherwise disposed of,
in the condition in which the same existed when taken by the Administrative
Agent or after any overhaul or repair which the Administrative Agent shall
determine to be commercially reasonable. Any such disposition which shall be a
private sale or other private proceeding permitted by applicable Requirements
of Law shall be made upon not less than 10 days' written notice to the Borrower
and the Subsidiary Guarantors specifying the time at which such disposition is
to be made and the intended sale price or other consideration therefor, and
shall be subject, for the 10 days after the giving of such notice, to the right
of the Borrower, the Subsidiary Guarantors or any nominee thereof to acquire
the Collateral involved at a price or for such other consideration at least
equal to the intended sale price or other consideration so specified. Any such
disposition which shall be a public sale permitted by applicable Requirements
of Law shall be made upon not less than 10 days' written notice to the Borrower
and the Subsidiary Guarantors specifying the time and place of such sale and,
in the absence of applicable Requirement of Law, shall be by public auction
(which may, at the Administrative Agent's option, be subject to reserve), after
publication of notice of such auction not less than 10 days prior thereto in
two newspapers in general circulation in New York, New York and Chicago,
Illinois. Subject to Section 10.4, to the extent permitted by any such
Requirement of Law, the Administrative Agent on behalf of the Lenders may bid
for and become the purchaser of the Collateral or any item thereof, offered for
sale in accordance with this Section without accountability to the Borrower,
the Subsidiary Guarantors or the Prepetition Secured Lenders (except to the
extent of surplus money received). If, under mandatory Requirements of Law, the
Administrative Agent shall be required to make disposition of the Collateral
within a period of time which does not permit the giving of notice to the
Borrower or Subsidiary Guarantors as hereinabove specified, the Administrative
Agent need give the Borrower and Subsidiary Guarantors only such notice of
disposition as shall be reasonably practicable.

         SECTION 10.3      Application of Proceeds. Subject, in all respects,
to the intercreditor provisions set forth in the Primary DIP Facility Orders:

                  (a)      Notwithstanding anything to the contrary contained
         in this Agreement or any other Credit Document, (i) if the
         Administrative Agent is entitled to take action and takes such action
         under clause (a) or (b) of Section 9.2 upon the occurrence and during
         the continuance of an Event of Default, any payment by the Borrower or
         Subsidiary


                                     -98-
<PAGE>
         Guarantors on account of the Obligations or the Designated Prepetition
         Obligations and any proceeds arising out of any realization (including
         after foreclosure) upon the Collateral or the Prepetition Collateral
         shall be applied, subject to the prior payment of the Primary DIP
         Facility Obligations (or cash collateralization thereof) (provided
         that such payment shall not be required prior to any such application
         of proceeds arising out of any realization (including after
         foreclosure) upon the Secondary DIP Facility First Priority
         Collateral) and the Carve-Out, as follows: first, to the payment in
         full of all costs and expenses (including without limitation,
         reasonable attorneys' fees and disbursements) paid or incurred by the
         Administrative Agent or any of the Lenders in connection with any such
         realization upon the Collateral, second, to the payment in full of all
         outstanding Reimbursement Obligations in an amount equal to the
         aggregate amount of such outstanding Reimbursement Obligations, third,
         as a permanent reduction of the Commitments and to cash collateralize
         Letter of Credit Outstandings (other than in respect of unreimbursed
         Reimbursement Obligations) in an amount equal to 110% of the amount of
         such Letter of Credit Outstandings (which cash collateral shall be
         held in the Cash Collateral Account), and fourth, to the payment in
         full of the Designated Prepetition Obligations, and (ii) any payments
         or distributions of any kind or character, whether in cash, Property
         or securities, made by the Borrower or Subsidiary Guarantors or
         otherwise in a manner inconsistent with clause (i) of this Section
         10.3(a) shall be held in trust and paid over or delivered to the
         Administrative Agent so that the priorities and requirements set forth
         in such clause (i) are satisfied.

                  (b)      It is understood that the Borrower and the
         Subsidiary Guarantors shall remain jointly and severally liable to the
         extent of any deficiency between the amount of the proceeds of the
         Collateral and the amount of the Obligations.

         SECTION 10.4      WAIVER OF CLAIMS. EXCEPT AS OTHERWISE PROVIDED IN
THIS AGREEMENT (INCLUDING ANY REQUIREMENT THAT THE ADMINISTRATIVE AGENT PROVIDE
THE BORROWER (WITH A COPY TO THE PRIMARY DIP FACILITY AGENT AND THE COUNSEL FOR
ANY STATUTORY COMMITTEE OF UNSECURED CREDITORS APPOINTED IN THE CASES AND TO
THE UNITED STATES TRUSTEE IN THE CASES) WITH FIVE BUSINESS DAYS' WRITTEN NOTICE
PRIOR TO THE TAKING OF ANY REMEDY), THE BORROWER AND THE SUBSIDIARY GUARANTORS
HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL
HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT'S TAKING POSSESSION OR THE
ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT
LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR
REMEDIES AND ANY SUCH RIGHT WHICH THE BORROWER OR SUBSIDIARY GUARANTOR WOULD
OTHERWISE HAVE UNDER ANY REQUIREMENT OF LAW AND THE BORROWER AND THE SUBSIDIARY
GUARANTORS HEREBY FURTHER WAIVE, TO THE EXTENT PERMITTED BY LAW:

                  (a)      all damages occasioned by such taking of possession
         except any damages which are the direct result of the Administrative
         Agent's or any Lender's gross negligence or willful misconduct as held
         by a court of competent jurisdiction in a final and non-appealable
         judgment;


                                     -99-
<PAGE>
                  (b)      all other requirements as to the time, place and
         terms of sale or other requirements with respect to the enforcement of
         the Administrative Agent's rights hereunder; and

                  (c)      all rights of redemption, appraisement, valuation,
         stay, extension or moratorium now or hereafter in force under any
         applicable law in order to prevent or delay the enforcement of this
         Agreement or the absolute sale of the Collateral or any portion
         thereof, and the Borrower and each Subsidiary Guarantor, for itself
         and all who may claim under it, insofar as it now or hereafter
         lawfully may, hereby waive the benefit of all such laws.

         SECTION 10.5      Remedies Cumulative. Subject to the intercreditor
provisions set forth in the Primary DIP Facility Orders, each and every right,
power and remedy hereby specifically given to the Administrative Agent shall be
in addition to every other right, power and remedy specifically given under
this Agreement, the Orders or the other Credit Documents or now or hereafter
existing at law or in equity, or by statute and each and every right, power and
remedy whether specifically herein given or otherwise existing may be exercised
from time to time or simultaneously and as often and in such order as may be
deemed expedient by the Administrative Agent. All such rights, powers and
remedies shall be cumulative and the exercise or the beginning of exercise of
one shall not be deemed a waiver of the right to exercise of any other or
others. No delay or omission of the Administrative Agent in the exercise of any
such right, power or remedy and no renewal or extension of any of the
Obligations shall impair any such right, power or remedy or shall be construed
to be a waiver of any Default or Event of Default or an acquiescence therein.
In the event that the Administrative Agent shall bring any suit to enforce any
of their rights hereunder and shall be entitled to judgment, then in such suit
the Administrative Agent may recover reasonable expenses, including attorney's
fees, and the amounts thereof shall be included in such judgment.

         SECTION 10.6      Discontinuance of Proceedings. In case the
Administrative Agent shall have instituted any proceeding to enforce any right,
power or remedy under this Agreement by foreclosure, sale, entry or otherwise,
and such proceeding shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Administrative Agent, then and in
every such case the Borrower, the Subsidiary Guarantors, the Administrative
Agent and each holder of any of the Obligations shall be restored to their
former positions and rights hereunder with respect to the Collateral subject to
the security interest created under this Agreement, and all rights, remedies
and powers of the Administrative Agent and the Lenders shall continue as if no
such proceeding had been instituted.

                                   ARTICLE XI

                              PRIORITY AND LIENS

         SECTION 11.1      Priority and Liens. (a) Each DIP Obligor hereby
covenants, represents and warrants that, upon entry of the Interim Order, the
Obligations of such DIP Obligor hereunder and under the other Credit Documents,
shall be valid and have the scope and priority set forth in the Interim Order.


                                     -100-
<PAGE>
         (b)      As to all Collateral, including without limitation, all real
property the title to which is held by either the Borrower or a Subsidiary
Guarantor or the possession of which is held by the Borrower or a Subsidiary
Guarantor pursuant to leasehold interests, the Borrower and each of the
Subsidiary Guarantors hereby assigns and conveys as security, grants a security
interest in, hypothecates, mortgages, pledges and sets over unto the
Administrative Agent for the benefit of the Secured Parties all of its right,
title and interest in all of such Collateral, including without limitation, all
owned real property and in all such leasehold interests, together in each case
with all of the right, title and interest of the Borrower or Subsidiary
Guarantor in and to all buildings, improvements, and fixtures related thereto,
any lease or sublease thereof, all general intangibles relating thereto and all
proceeds thereof. The Borrower and each Subsidiary Guarantor acknowledges that,
pursuant to the Orders, the Liens granted in favor of the Administrative Agent
for the benefit of the Secured Parties in all of the Collateral shall be
perfected without the recordation of any Uniform Commercial Code financing
statements, notices of Lien or other instruments of mortgage or assignment. The
Borrower and each Subsidiary Guarantor further agrees that if requested by the
Administrative Agent, the Borrower and the Subsidiary Guarantors shall enter
into separate security agreements, pledge agreements and fee and leasehold
mortgages with respect to such Collateral on terms reasonably satisfactory to
the Administrative Agent.

         SECTION 11.2      Security Interest in Accounts. Pursuant to Section
364(c)(2) of the Bankruptcy Code, the Borrower and the Subsidiary Guarantors
hereby assign and pledge to the Administrative Agent for the benefit of the
Secured Parties, and hereby grants to the Administrative Agent for the benefit
of the Secured Parties a first priority security interest, senior to all other
Liens, if any, in all of the Borrower's right, title and interest in and to the
Concentration Account, the Cash Collateral Account, the Letter of Credit
Reimbursement Account and any direct investment of the funds contained therein;
provided that such security interest as it relates to only the Concentration
Account and any direct investment of the funds contained therein shall be
subject to the prior Lien of the Primary DIP Facility Liens.

         SECTION 11.3      Payment of Obligations. Upon the maturity (whether
by acceleration or otherwise) of any of the Obligations under this Agreement or
any of the other Credit Documents, the Lenders shall be entitled to immediate
payment of such Obligations without further application to or order of the
Bankruptcy Court.

         SECTION 11.4      No Discharge; Survival of Claims. The Borrower and
each Subsidiary Guarantor agrees that to the extent the Obligations hereunder
are not satisfied in full, (i) the Obligations arising hereunder shall not be
discharged by the entry of a Confirmation Order (and, in accordance with the
Orders, the Borrower and the Subsidiary Guarantors pursuant to Section
1141(d)(4) of the Bankruptcy Code hereby waive any such discharge) and (ii) the
Super-Priority Claims granted to the Administrative Agent for the benefit of
the Secured Parties pursuant to the Orders and the Liens granted to the
Administrative Agent for the benefit of the Secured Parties pursuant to the
Orders shall not be affected in any manner by the entry of a Confirmation
Order.


                                     -101-
<PAGE>
                                  ARTICLE XII

                                   GUARANTY

         SECTION 12.1      Guaranty. Each Subsidiary Guarantor hereby
absolutely, unconditionally and irrevocably

                  (a)      guarantees the full and punctual payment when due,
         whether at stated maturity, by required prepayment, declaration,
         acceleration, demand or otherwise, of all Obligations of the Borrower
         now or hereafter existing, whether for principal, interest, fees,
         expenses or otherwise, and

                  (b)      indemnifies and holds harmless each Secured Party
         for any and all costs and expenses (including reasonable attorney's
         fees and expenses) incurred by such Secured Party or such holder, as
         the case may be, in enforcing any rights under the guaranty set forth
         in this Article XII:

provided, however, that each Subsidiary Guarantor shall be liable under this
Guaranty for the maximum amount of such liability that can be hereby incurred
without rendering this Guaranty, as it relates to such Subsidiary Guarantor,
voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount. The guaranty set forth in this
Article XII constitutes a guaranty of payment when due and not of collection,
and each Subsidiary Guarantor specifically agrees that it shall not be
necessary or required that any Secured Party exercise any right, assert any
claim or demand or enforce any remedy whatsoever against the Borrower or any
other Obligor (or any other Person) before or as a condition to the obligations
of such Subsidiary Guarantor under the guaranty set forth in this Article XII.
Subject to the grace periods provided by Article IX, upon the Obligations of
the Borrower becoming due and payable (by acceleration or otherwise), the
Secured Parties shall be entitled to immediate payment of such Obligations by
the Subsidiary Guarantors upon 5 Business Days' written demand by the
Administrative Agent to all or any of the Subsidiary Guarantors (with a copy to
the Borrower, the Primary DIP Facility Agent and the counsel for any statutory
committee of unsecured creditors appointed in the Cases and to the United
States Trustee in the Cases), without further application to or order of the
Bankruptcy Court.

         SECTION 12.2      Guaranty Absolute, etc. The guaranty set forth in
this Article XII shall in all respects be a continuing, absolute, unconditional
and irrevocable guaranty of payment, and shall remain in full force and effect
until all Obligations of the Borrower and each other Obligor have been paid in
full in cash, all obligations of each Subsidiary Guarantor under the guaranty
set forth in this Article XII shall have been paid in full in cash, all Letters
of Credit have been terminated or expired and all Commitments shall have
terminated. Each Subsidiary Guarantor guarantees that the Obligations of the
Borrower will be paid strictly in accordance with the terms of this Agreement
and each other Credit Document under which they arise, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of any Secured Party with respect thereto. The
liability of each Subsidiary Guarantor under the guaranty set forth in this
Article XII shall be absolute, unconditional and irrevocable irrespective of:


                                     -102-
<PAGE>
                  (a)      any lack of validity, legality or enforceability of
         this Agreement or any other Credit Document;

                  (b)      the failure of any Secured Party

                           (i)      to assert any claim or demand or to enforce
                  any right or remedy against the Borrower, any other Obligor
                  or any other Person (including any other guarantor (including
                  any Subsidiary Guarantor)) under the provisions of this
                  Agreement, any other Credit Document or otherwise, or

                           (ii)     to exercise any right or remedy against any
                  other guarantor (including any Subsidiary Guarantor) of, or
                  collateral securing, any Obligations of the Borrower;

                  (c)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the Obligations of the
         Borrower, or any other extension, compromise or renewal of any
         Obligation of the Borrower;

                  (d)      any reduction, limitation, impairment or termination
         of any Obligations of the Borrower for any reason, including any claim
         of waiver, release, surrender, alteration or compromise, and shall not
         be subject to (and each Subsidiary Guarantor hereby waives any right
         to or claim of) any defense or setoff, counterclaim, recoupment or
         termination whatsoever by reason of the invalidity, illegality,
         nongenuineness, irregularity, compromise, unenforceability of, or any
         other event or occurrence affecting, any Obligations of the Borrower
         or otherwise;

                  (e)      any amendment to, rescission, waiver, or other
         modification of, or any consent to departure from, any of the terms of
         this Agreement or any other Credit Document;

                  (f)      any addition, exchange, release, surrender or
         non-perfection of any collateral, or any amendment to or waiver or
         release or addition of, or consent to departure from, any other
         guaranty, held by any Secured Party securing any of the Obligations of
         the Borrower; or

                  (g)      any other circumstance which might otherwise
         constitute a defense available to, or a legal or equitable discharge
         of, the Borrower, any surety or any guarantor.

         SECTION 12.3      Reinstatement, etc. Each Subsidiary Guarantor agrees
that the guaranty set forth in this Article XII shall continue to be effective
or be reinstated, as the case may be, if at any time any payment (in whole or
in part) of any of the Obligations is rescinded or must otherwise be restored
by any Secured Party, upon the insolvency, bankruptcy or reorganization of the
Borrower or otherwise, all as though such payment had not been made.

         SECTION 12.4      Waiver, etc. Each Subsidiary Guarantor hereby waives
promptness, diligence, notice of acceptance and any other notice with respect
to any of the Obligations of the Borrower and the guaranty set forth in this
Article XII and any requirement that the


                                     -103-
<PAGE>
Administrative Agent, any other Secured Party protect, secure, perfect or
insure any security interest or Lien, or any Property subject thereto, or
exhaust any right or take any action against the Borrower, any other Obligor or
any other Person (including any other guarantor) or entity or any collateral
securing the Obligations of the Borrower.

         SECTION 12.5      Postponement of Subrogation, etc. Each Subsidiary
Guarantor agrees that it will not exercise any rights which it may acquire by
way of rights of subrogation under the guaranty set forth in this Article XII,
by any payment made under the guaranty set forth in this Article XII or
otherwise, until the prior payment in full in cash of all Obligations of the
Borrower and each other Obligor, the termination or expiration of all Letters
of Credit and the termination of all Commitments. Any amount paid to any
Subsidiary Guarantor on account of any such subrogation rights prior to the
payment in full in cash of all Obligations of the Borrower and each other
Obligor shall be held in trust for the benefit of the Administrative Agent for
the benefit of the Secured Parties and shall immediately be paid to the
Administrative Agent for the benefit of the Secured Parties and credited and
applied against the Obligations of the Borrower and each other Obligor, whether
matured or unmatured, in accordance with the terms of this Agreement; provided,
however, that if

                  (a)      such Subsidiary Guarantor has made payment to the
         Secured Parties of all or any part of the Obligations of the Borrower,
         and

                  (b)      all Obligations of the Borrower and each other
         Obligor have been paid in full in cash, all Letters of Credit have
         been terminated or expired and all Commitments have been permanently
         terminated,

each Secured Party agrees that, at such Subsidiary Guarantor's request, the
Administrative Agent, on behalf of the Secured Parties and the holders of the
Notes, will execute and deliver to such Subsidiary Guarantor appropriate
documents (without recourse and without representation or warranty) necessary
to evidence the transfer by subrogation to such Subsidiary Guarantor of an
interest in the Obligations of the Borrower resulting from such payment by such
Subsidiary Guarantor. In furtherance of the foregoing, for so long as any
Obligations or Commitments remain outstanding, each Subsidiary Guarantor shall
refrain from taking any action or commencing any proceeding against the
Borrower (or its successors or assigns, whether in connection with a bankruptcy
proceeding or otherwise) to recover any amounts in the respect of payments made
under the guaranty set forth in this Article XII to any Secured Party.

         SECTION 12.6      Right of Contribution. Each Subsidiary Guarantor
hereby agrees that to the extent that a Subsidiary Guarantor shall have paid
more than its proportionate share of any payment made hereunder, such
Subsidiary Guarantor shall be entitled to seek and receive contribution from
and against any other Subsidiary Guarantor hereunder who has not paid its
proportionate share of such payment. Each Subsidiary Guarantor's right of
contribution shall be subject to the terms and conditions of Section 12.5. The
provisions of this Section 12.6 shall in no respect limit the obligations and
liabilities of any Subsidiary Guarantor to the Administrative Agent and each
other Secured Party, and each Subsidiary Guarantor shall remain liable to the
Administrative Agent and each other Secured Party for the full amount
guaranteed by such Subsidiary Guarantor hereunder.


                                     -104-
<PAGE>
         SECTION 12.7      Successors, Transferees and Assigns; Transfers of
Notes, etc. The guaranty set forth in this Article XII shall:

                  (a)      be binding upon each Subsidiary Guarantor, and its
         successors, transferees and assigns; and

                  (b)      inure to the benefit of and be enforceable by the
         Administrative Agent and each other Secured Party.

Without limiting the generality of the foregoing clause (b), any Lender may
assign or otherwise transfer (in whole or in part) any Credit Extension held by
it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all rights and benefits in respect thereof granted
to such Lender under any Credit Document (including the guaranty set forth in
this Article XII) or otherwise, subject, however, to any contrary provisions in
such assignment or transfer, and to the provisions of Section 14.11 and Article
XIII.

                                  ARTICLE XIII

                           THE ADMINISTRATIVE AGENT

         SECTION 13.1      Actions. Each Lender hereby appoints Credit Suisse
First Boston as its Administrative Agent under and for purposes of this
Agreement and each other Credit Document. Each Lender authorizes the
Administrative Agent to act on behalf of such Lender under this Agreement and
each other Credit Document (including each agreement and other document
contemplated under the Orders and the Primary DIP Facility Orders) and, in the
absence of other written instructions from the Required Lenders received from
time to time by the Administrative Agent (with respect to which the
Administrative Agent agrees that it will comply, except as otherwise provided
in this Section or as otherwise advised by counsel in order to avoid
contravention of applicable law), to exercise such powers hereunder and
thereunder as are specifically delegated to or required of the Administrative
Agent by the terms hereof and thereof, together with such powers as may be
reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity
shall survive any termination of this Agreement) the Administrative Agent pro
rata according to such Lender's Percentage, from and against any and all
liabilities, obligations, losses, damages, claims, costs or expenses of any
kind or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against, the Administrative Agent in any way relating to or arising
out of this Agreement and any other Credit Document, including reasonable
attorneys' fees, and as to which the Administrative Agent is not reimbursed by
the Borrower; provided, however, that no Lender shall be liable for the payment
of any portion of such liabilities, obligations, losses, damages, claims, costs
or expenses which are held by a court of competent jurisdiction in a final and
non-appealable judgment to have resulted solely from the Administrative Agent's
gross negligence or willful misconduct. The Administrative Agent shall not be
required to take any action hereunder or under any other Credit Document, or to
prosecute or defend any suit in respect of this Agreement or any other Credit
Document, unless the Administrative Agent is indemnified hereunder to its
satisfaction. If any indemnity in favor of the Administrative Agent shall be or
become, in the Administrative Agent's determination, inadequate, the
Administrative Agent may call for additional


                                     -105-
<PAGE>
indemnification from the Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given.

         SECTION 13.2      Exculpation. Neither the Administrative Agent nor
any of its directors, officers, employees or agents shall be liable to any
Lender for any action taken or omitted to be taken by it under this Agreement
or any other Credit Document, or in connection herewith or therewith, except
for its willful misconduct or own gross negligence as held by a court of
competent jurisdiction in a final and non-appealable judgment, nor responsible
for any recitals or warranties herein or therein, nor for the effectiveness,
enforceability, validity or due execution of this Agreement or any other Credit
Document, nor for the creation, perfection or priority of any Liens purported
to be created by any of the Credit Documents, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the performance by the Borrower of its
obligations hereunder or under any other Credit Document. Any such inquiry
which may be made by the Administrative Agent shall not obligate it to make any
further inquiry or to take any action. The Administrative Agent shall be
entitled to rely upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which the Administrative
Agent believes to be genuine and to have been presented by a proper Person.

         SECTION 13.3      Successor. The Administrative Agent may resign as
such at any time upon at least 30 days' prior notice to the Borrower and all
Lenders. If the Administrative Agent at any time shall resign, the Required
Lenders may appoint another Lender as a successor Administrative Agent which
shall thereupon become the Administrative Agent hereunder in such capacity. If
no successor Administrative Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be one of the Lenders or a commercial banking
institution organized under the laws of the U.S. (or any State thereof) or a
U.S. branch or agency of a commercial banking institution having a combined
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as the Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to receive from
the retiring Administrative Agent such documents of transfer and assignment as
such successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement. After any
retiring Administrative Agent's resignation hereunder as the Administrative
Agent, the provisions of

                  (a)      this Article XIII shall inure to its benefit as to
         any actions taken or omitted to be taken by it while it was the
         Administrative Agent under this Agreement; and

                  (b)      Section 14.3 and Section 14.4 shall continue to
         inure to its benefit.

         SECTION 13.4      Credit Extensions by the Administrative Agent. The
Administrative Agent shall have the same rights and powers with respect to its
participating interests in the Letters of Credit as any other Lender and may
exercise the same as if it were not the Administrative Agent. The
Administrative Agent and its Affiliates may accept deposits from,


                                     -106-
<PAGE>
lend money to, and generally engage in any kind of business with the Borrower
or any Subsidiary or Affiliate of the Borrower as if Credit Suisse First Boston
were not the Administrative Agent hereunder.

         SECTION 13.5      Credit Decisions. Each Lender acknowledges that it
has, independently of the Administrative Agent and each other Lender, and based
on such Lender's review of the financial information of the Borrower, this
Agreement, the other Credit Documents (the terms and provisions of which being
satisfactory to such Lender) and such other documents, information and
investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitments. Each Lender also acknowledges that it will,
independently of the Administrative Agent and each other Lender, and based on
such other documents, information and investigations as it shall deem
appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Credit Document.

         SECTION 13.6      Copies, etc. The Administrative Agent shall give
prompt notice to each Lender of each notice or request required or permitted to
be given to the Administrative Agent by the Borrower pursuant to the terms of
this Agreement (unless concurrently delivered to the Lenders by the Borrower).
The Administrative Agent will distribute to each Lender each document or
instrument received for its account and copies of all other communications
received by the Administrative Agent from the Borrower for distribution to the
Lenders by the Administrative Agent in accordance with the terms of this
Agreement or any other Credit Document.

         SECTION 13.7      Release of Collateral. Each Secured Party
irrevocably authorizes the Administrative Agent to release any Subsidiary
Guarantor from its obligations under the Guaranty and any Lien granted to or
held by or in favor of the Administrative Agent for the benefit of the Secured
Parties upon the occurrence of the date by which all Obligations have been paid
in full in cash and all Letters of Credit and Commitments have expired or been
terminated or in connection with (i) collateral under the Credit Documents
being disposed of in accordance with the terms of Section 8.2.9 and the other
relevant provisions of this Agreement or (ii) the release of any Subsidiary
Guarantor the Capital Stock of which has been disposed of in accordance with
the terms of Section 8.2.9 and the other relevant provisions of this Agreement;
provided, however, that the Administrative Agent may, prior to any such
release, request that the Borrower certify in a written notice delivered to the
Administrative Agent (with such detail as the Administrative Agent may
reasonably request) that such disposition or release is made in compliance with
the terms of the Credit Documents. Upon request by the Administrative Agent at
any time, each Secured Party will confirm in writing the Administrative Agent's
authority to release any Subsidiary Guarantor or particular types or items of
collateral under the Credit Documents pursuant to this Section 13.7.

                                  ARTICLE XIV

                           MISCELLANEOUS PROVISIONS

         SECTION 14.1      Waivers, Amendments, etc. The provisions of this
Agreement and of each other Credit Document may from time to time be amended,
modified or waived, if such


                                     -107-
<PAGE>
amendment, modification or waiver is in writing and consented to by the
Borrower and the Required Lenders; provided, however, that no such amendment,
modification or waiver which would:

                  (a)      modify any requirement hereunder that any particular
         action be taken by all the Lenders, by the Required Lenders or by the
         Supermajority Lenders, as the case may be, shall be effective unless
         consented to by each Lender;

                  (b)      modify this Section 14.1 or the Super-Priority Claim
         status of the Lenders in respect of the Commitments, the Letters of
         Credit or the Reimbursement Obligations, change the definition of
         "Required Lenders" or "Supermajority Lenders", increase the Commitment
         Amount, the Enhancement Letter of Credit Commitment Amount, the
         Postpetition Enhancement Letter of Credit Commitment Amount or the
         Percentage of any Lender, reduce any fees described in Article III,
         release all or substantially all collateral security which is a
         component in the Borrowing Base Amount, except as otherwise
         specifically provided in any Credit Document or release any Subsidiary
         Guarantor from its obligations under its Guaranty shall be made
         without the consent of each Lender;

                  (c)      extend the Termination Date or the Stated Maturity
         Date or accept, in connection with a Plan of Reorganization for the
         Borrower, treatment for all Obligations that is different than full
         payment in cash upon confirmation of such Plan of Reorganization shall
         be made without the consent of the Supermajority Lenders;

                  (d)      extend the due date for, or reduce the amount of,
         any repayment of a Reimbursement Obligation (or reduce the amount of
         or rate of interest on any Reimbursement Obligation) shall be made
         without the consent of each Lender;

                  (e)      release or consent to the subordination of all or
         substantially all collateral security which is not a component in the
         Borrowing Base Amount, except as otherwise specifically provided in
         any Credit Document, or modify the definition of Borrowing Base Amount
         or any definition related thereto shall be made without the consent of
         the Supermajority Lenders;

                  (f)      affect adversely the interests, rights or
         obligations of the Issuer qua the Issuer shall be made without the
         consent of the Issuer; or

                  (g)      affect adversely the interests, rights or
         obligations of the Administrative Agent qua the Administrative Agent
         shall be made without consent of the Administrative Agent.

No failure or delay on the part of the Administrative Agent, the Issuer or any
Lender in exercising any power or right under this Agreement or any other
Credit Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Borrower in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the Administrative
Agent, the Issuer or any Lender under this Agreement or any other Credit
Document shall, except as may be otherwise stated in such waiver or approval,
be applicable to subsequent transactions. No waiver or approval


                                     -108-
<PAGE>
hereunder shall require any similar or dissimilar waiver or approval thereafter
to be granted hereunder.

         SECTION 14.2      Notices. All notices and other communications
provided to any party hereto or the Primary DIP Facility Agent under this
Agreement or any other Credit Document shall be in writing or by facsimile and
addressed, delivered or transmitted to such party or the Primary DIP Facility
Agent, as the case may be, at its address or facsimile number set forth in the
case of the Borrower or the Administrative Agent, below its signature hereto,
in the case of any Subsidiary Guarantor, to it in care of the Borrower below
the signature of the Borrower hereto or in the case of any Lender, in Schedule
II hereto or in a Lender Assignment Agreement or in the case of the Primary DIP
Facility Agent, to it at General Electric Capital Corporation, as Agent, 500
West Monroe Street, 13th Floor, Chicago, Illinois 60661 (Telecopier:
312-463-3854), Attention: Budget Group, Inc. Loan Administration Officer or at
such other address or facsimile number as may be designated by such party or
the Primary DIP Facility Agent, as the case may be, in a notice to the other
parties and in the case of the Primary DIP Facility Agent, to the
Administrative Agent and the Borrower. Any notice, if mailed and properly
addressed with postage prepaid or if properly addressed and sent by pre-paid
courier service, shall be deemed given when received; any notice, if
transmitted by facsimile, shall be deemed given when the confirmation thereof
is received by the transmitter.

         SECTION 14.3      Payment of Costs and Expenses. The Borrower agrees
to pay on demand all expenses of the Administrative Agent (including the fees
and out-of-pocket expenses of counsel to the Administrative Agent and of local
counsel, if any, who may be retained by counsel to the Administrative Agent) in
connection with

                  (a)      the negotiation, preparation, execution and delivery
         of this Agreement and of each other Credit Document, including
         schedules and exhibits, and any amendments, waivers, consents,
         supplements or other modifications to this Agreement or any other
         Credit Document as may from time to time hereafter be required,
         whether or not the transactions contemplated hereby are consummated
         (other than the fees and expenses of the Administrative Agent in the
         event that the transactions contemplated hereby are not consummated
         and such non-consummation results from the failure of the
         Administrative Agent to negotiate and deal with the Borrower in good
         faith);

                  (b)      the filing, recording, refiling or rerecording of
         any Credit Document and/or any Uniform Commercial Code financing
         statements relating thereto and all amendments, supplements,
         amendments and restatements and other modifications to any thereof and
         any and all other documents or instruments of further assurance
         required to be filed or recorded or refiled or rerecorded by the terms
         hereof or the terms of any Credit Document; and

                  (c)      the preparation and review of the form of any
         document or instrument relevant to this Agreement or any other Credit
         Document (including the Primary DIP Facility Documents and the Series
         Supplements, Leases and other documents and agreements related to the
         Initial Series 2002 Notes and the Additional Series Notes).


                                     -109-
<PAGE>
The Borrower further agrees to pay, and to save the Administrative Agent, the
Issuer and the Lenders harmless from all liability for, any stamp or other
taxes which may be payable in connection with the execution or delivery of this
Agreement, the Credit Extensions hereunder, the issuance of the Letters of
Credit or any other Credit Documents. The Borrower also agrees to reimburse the
Administrative Agent, the Issuer and each Lender upon demand for all reasonable
out-of-pocket expenses (including attorneys' fees and legal expenses) incurred
by the Administrative Agent or such Lender in connection with (x) the
negotiation of any restructuring or "work-out", whether or not consummated, of
any Obligations and (y) the enforcement of any Obligations. In addition to, and
without limiting the effect of, the foregoing provisions of this Section 14.3,
the Borrower also agrees to pay the fees and out-of-pocket expenses of (i)
Wachtell, Lipton, Rosen & Katz, special restructuring counsel engaged by the
Administrative Agent and (ii) Conway, Del Genio, Gries & Co., LLC, consultants
to the Lenders (and the Borrower agrees that it will, and will cause each of
its Subsidiaries to, permit such consultants to have access to their respective
books, records, officers and accountants for the purpose of completing their
engagement and otherwise cooperate with such consultants in completing their
engagement).

         SECTION 14.4 Indemnification. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby indemnifies, exonerates and holds the Administrative Agent,
the Issuer and each Lender and each of their respective officers, directors,
employees and agents (collectively, the "Indemnified Parties") free and
harmless from and against any and all actions, causes of action, suits, losses,
costs, liabilities and damages, and expenses incurred in connection therewith
(irrespective of whether any such Indemnified Party is a party to the action
for which indemnification hereunder is sought), including reasonable attorneys'
fees and disbursements whether incurred in connection with actions between or
among the parties hereto or the parties hereto and third parties (collectively,
the "Indemnified Liabilities"), incurred by the Indemnified Parties or any of
them as a result of, or arising out of,

                  (a)      any transaction financed or to be financed in whole
         or in part, directly or indirectly, with the proceeds of any Credit
         Extension, including all Indemnified Liabilities arising in connection
         with the use of any Letter of Credit;

                  (b)      the entering into and performance of this Agreement
         and any other Credit Document by any of the Indemnified Parties
         (including any action brought by or on behalf of the Borrower as the
         result of any determination by the Required Lenders pursuant to
         Article VI not to fund any Credit Extension) provided that any such
         action is resolved in favor of such Indemnified Party;

                  (c)      any investigation, litigation or proceeding related
         to any acquisition or proposed acquisition by the Borrower or any of
         its Subsidiaries of all or any portion of the stock or assets of any
         Person, whether or not the Administrative Agent, the Issuer or such
         Lender is party thereto;

                  (d)      any investigation, litigation or proceeding related
         to any environmental cleanup, audit, compliance or other matter
         relating to the protection of the environment or the Release by the
         Borrower or any of its Subsidiaries of any Hazardous Material;


                                    - 110 -
<PAGE>

                  (e)      the presence on or under, or the escape, seepage,
         leakage, spillage, discharge, emission, discharging or releases from,
         any real property owned or operated by the Borrower or any Subsidiary
         thereof of any Hazardous Material (including any losses, liabilities,
         damages, injuries, costs, expenses or claims asserted or arising under
         any Environmental Law), regardless of whether caused by, or within the
         control of, the Borrower or such Subsidiary; or

                  (f)      the Cases, credit having been extended, suspended or
         terminated under this Agreement and the other Credit Documents, the
         Primary DIP Facility Loan Documents, the Base Indenture or any Series
         Supplement,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's
gross negligence or willful misconduct as held by a court of competent
jurisdiction in a final and non-appealable judgment. If and to the extent that
the foregoing undertaking may be unenforceable for any reason, the Borrower
hereby agrees to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable
law.

         SECTION 14.5 Survival. The obligations of the Borrower under Sections
4.9, 5.1, 5.2, 14.3 and 14.4 and the obligations of the Lenders under Section
13.1, shall in each case survive any assignment from one Lender to another (in
the case of Sections 14.3 and 14.4) and any termination of this Agreement, the
payment in full of all Obligations and the termination of all Commitments. The
representations and warranties made by each Obligor in this Agreement and in
each other Credit Document shall survive the execution and delivery of this
Agreement and each such other Credit Document.

         SECTION 14.6 Severability. Any provision of this Agreement or any
other Credit Document 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 Agreement or such Credit Document or affecting the validity
or enforceability of such provision in any other jurisdiction.

         SECTION 14.7 Headings. The various headings of this Agreement and of
each other Credit Document are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or such other Credit
Document or any provisions hereof or thereof.

         SECTION 14.8 Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each
of which shall constitute together but one and the same agreement. This
Agreement shall become effective when counterparts hereof executed on behalf of
the Borrower, each Subsidiary Guarantor, each Lender and the Administrative
Agent (or notice thereof satisfactory to the Administrative Agent) shall have
been received by the Administrative Agent.

         SECTION 14.9 Governing Law; Entire Agreement. THIS AGREEMENT AND EACH
OTHER CREDIT DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. This


                                    - 111 -
<PAGE>

Agreement and the other Credit Documents constitute the entire understanding
among the parties hereto with respect to the subject matter hereof and
supersede any prior agreements, written or oral, with respect thereto.

          SECTION 14.10 Successors and Assigns. This Agreement shall be binding
 upon and shall inure to the benefit of the parties hereto and their respective
 successors and assigns; provided, however, that:

                  (a)      the Borrower may not assign or transfer any of its
         rights or obligations hereunder without the prior written consent of
         the Administrative Agent and all of the Lenders; and

                  (b)      the rights of sale, assignment and transfer of the
         Lenders are subject to Section 14.11.

         SECTION 14.11 Sale and Transfer of Commitments and Participations in
Letters of Credit; Participations in Commitments and Participations in Letters
of Credit. Each Lender may assign, or sell participations in, its Letters of
Credit and Commitments to one or more other Persons in accordance with this
Section 14.11.

         SECTION 14.11.1 Assignments. Any Lender,

                  (a)      with the written consents of the Issuer and the
         Administrative Agent (which consents shall not be unreasonably delayed
         or withheld) may at any time assign and delegate to one or more
         Eligible Assignees, and

                  (b)      with notice to the Borrower, the Issuer and the
         Administrative Agent, but without the consent of the Borrower, the
         Issuer or the Administrative Agent, may assign and delegate to any of
         its Affiliates which is an Eligible Assignee or to any other Lender

(each Eligible Assignee to whom such assignment and delegation is to be made,
being hereinafter referred to as an "Assignee Lender"), all or any fraction of
such Lender's total Commitments (which assignment and delegation shall be of a
constant, and not a varying, percentage of all the assigning Lender's
Commitments and shall include an equal percentage of its participations in
Letter of Credit Outstandings) in a minimum aggregate amount of $2,000,000 (or
such lesser amount agreed to by the Borrower and the Administrative Agent);
provided, however, that following an assignment of less than all of such
assigning Lender's total Commitments, such assigning Lender shall continue to
have Commitments and related participations in Letter of Credit Outstandings
aggregating at least $2,000,000 (or such lesser amount agreed to by the
Borrower and the Administrative Agent); provided further, however, that any
such Assignee Lender will comply, if applicable, with the provisions contained
in the last sentence of Section 5.2; provided further, however, that, the
Borrower, the Issuer and the Administrative Agent shall be entitled to continue
to deal solely and directly with such Lender in connection with the interests
so assigned and delegated to an Assignee Lender until

                  (i)      written notice of such assignment and delegation,
         together with payment instructions, addresses and related information
         with respect to such Assignee Lender,


                                    - 112 -
<PAGE>

         shall have been given to the Borrower, the Issuer and the
         Administrative Agent by such assigning Lender and such Assignee
         Lender,

                  (ii)     such Assignee Lender shall have executed and
         delivered to the Borrower, the Issuer and the Administrative Agent a
         Lender Assignment Agreement, accepted by the Administrative Agent, and

                  (iii)    the processing fees described below shall have been
         paid.

From and after the date that the Administrative Agent accepts such Lender
Assignment Agreement, (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and under the other Credit Documents, and (y)
the assigning Lender, to the extent that rights and obligations hereunder have
been assigned and delegated by it in connection with such Lender Assignment
Agreement, shall be released from its obligations hereunder and under the other
Credit Documents. Accrued fees shall be paid as provided in the Lender
Assignment Agreement. Accrued fees shall be paid at the same time or times
provided in this Agreement. Such assigning Lender must also pay a processing
fee to the Administrative Agent upon delivery of any Lender Assignment
Agreement in the amount of $3,500. Any attempted assignment and delegation not
made in accordance with this Section 14.11.1 shall be null and void.

         Notwithstanding any other provision set forth in this Agreement, any
Lender may at any time create a security interest in all or any portion of its
rights under this Agreement in favor of any Federal Reserve Bank in accordance
with Regulation A of the F.R.S. Board.

         Notwithstanding anything to the contrary herein or in the Prepetition
Credit Agreement, no Lender may assign any of its rights or obligations (A)
hereunder (including its Commitment) and under the Credit Documents unless it
concurrently assigns its rights and obligations under the Prepetition Credit
Agreement (including its Commitment thereunder as defined therein) and the Loan
Documents (as defined in the Prepetition Credit Agreement) on a proportionate
basis to its Commitment hereunder (e.g., a Lender may only assign one-half of
its rights and obligations hereunder and under the Credit Documents if it
concurrently assigns one-half of all of its rights and obligations under the
Prepetition Credit Agreement and the Loan Documents (as defined therein)) and
to the same Person that is its Assignee Lender hereunder or (B) under the
Prepetition Credit Agreement (including its Commitment thereunder as defined
therein) and under the Loan Documents (as defined therein) unless it
concurrently assigns its rights and obligations hereunder (including its
Commitment) and the Credit Documents on a proportionate basis to its Commitment
(as defined therein) thereunder and to the same Person that is its Assignee
Lender (as defined therein) thereunder.

         SECTION 14.11.2 Participations. Upon prior written notice to the
Borrower and the Administrative Agent, any Lender may at any time sell to one
or more commercial banks or other financial institutions (each of such
commercial banks and other financial institutions being herein called a
"Participant") participating interests (or a sub-participating interest, in the
case of


                                    - 113 -
<PAGE>

a Lender's participating interest in a Letter of Credit) in any of the
Commitments, or other interests of such Lender hereunder; provided, however,
that

                  (a)      no participation or sub-participation contemplated
         in this Section 14.11 shall relieve such Lender from its Commitments
         or its other obligations hereunder or under any other Credit Document,

                  (b)      such Lender shall remain solely responsible for the
         performance of its Commitments and such other obligations,

                  (c)      the Borrower and each other Obligor and the
         Administrative Agent shall continue to deal solely and directly with
         such Lender in connection with such Lender's rights and obligations
         under this Agreement and each of the other Credit Documents,

                  (d)      no Participant, unless such Participant is an
         Affiliate of such Lender, or is itself a Lender, shall be entitled to
         require such Lender to take or refrain from taking any action
         hereunder or under any other Credit Document, except that such Lender
         may agree with any Participant that such Lender will not, without such
         Participant's consent, take any actions of the type described in
         clause (b), (c), (d) or (e) of Section 14.1, and

                  (e)      the Borrower shall not be required to pay any amount
         under Section 5.2 that is greater than the amount which it would have
         been required to pay had no participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of
Sections 5.1, 5.2, 5.4, 5.5, 14.3 and 14.4, shall be considered a Lender.

         SECTION 14.12 Other Transactions. Nothing contained herein shall
preclude the Administrative Agent or any other Lender from engaging in any
transaction, in addition to those contemplated by this Agreement or any other
Credit Document, with the Borrower or any of its Affiliates in which the
Borrower or such Affiliate is not restricted hereby from engaging with any
other Person.

         SECTION 14.13 Independence of Covenants. All covenants contained in
this Agreement and each other Credit Document shall be given independent effect
such that, in the event a particular action or condition is not permitted by
any of such covenants, the fact that it would be permitted by an exception to,
or be otherwise within the limitations of, another covenant shall not, unless
expressly so provided in such first covenant, avoid the occurrence of a Default
or an Event of Default if such action is taken or such condition exists.

         SECTION 14.14 Press Releases and Related Matters. Each Obligor
executing this Agreement agrees that neither it nor its Affiliates will in the
future issue any press releases or other public disclosure using the name of
the Administrative Agent, any Lender or any of their respective affiliates or
referring to this Agreement or any other Credit Document without at least two
(2) Business Days' prior notice to the Administrative Agent and such Lender
without the prior written consent of the Administrative Agent and such Lender,
as the case may be, unless (and only to the extent that) such Obligor or
Affiliate is required to do so under law and then, in any event, such Obligor
or Affiliate will consult with the Administrative Agent and such Lender


                                    - 114 -
<PAGE>

before issuing such press release or other public disclosure. Each Obligor
consents to the publication by the Administrative Agent of a tombstone or
similar advertising material relating to the financing transactions
contemplated by this Agreement. The Administrative Agent reserves the right to
provide to industry trade organizations information necessary and customary for
inclusion in league table measurements.

         SECTION 14.15 Parties Including Trustees; Bankruptcy Court
Proceedings. This Agreement, the other Credit Documents, and all Liens created
hereby or pursuant to this Agreement, the Security Agreement, the Pledge
Agreement or any other Credit Document shall be binding upon each Obligor
(other than the Foreign Subsidiary Guarantors), the estate of each such
Obligor, and any trustee or successor in interest of any such Obligor in the
Cases or any subsequent case commenced under Chapter 7 of the Bankruptcy Code,
and shall not be subject to Section 365 of the Bankruptcy Code. This Agreement
and the other Credit Documents shall be binding upon, and inure to the benefit
of, the successors of the Administrative Agent and each Lender and each of
their respective assigns, transferees and endorsees. The Liens created by this
Agreement, the Security Agreement, the Pledge Agreement and the other Credit
Documents shall be and remain valid and perfected in the event of the
substantive consolidation or conversion of the Cases or any other bankruptcy
case of any such Obligor to a case under Chapter 7 of the Bankruptcy Code or in
the event of dismissal of any Case or the release of any Collateral from the
jurisdiction of the Bankruptcy Court for any reason, without the necessity that
the Administrative Agent file financing statements or otherwise perfect its
security interests or Liens under applicable law.

         SECTION 14.16 Judgment Currency.

         (a)      If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum due hereunder (including under Section 12.1) or
under any other Credit Document in another currency into Dollars, the parties
hereto agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which, in accordance with normal banking
procedures, the applicable Secured Party could purchase such other currency
with Dollars in New York City, New York at the close of business on the
Business Day immediately preceding the day on which final judgment is given,
together with any premiums and costs of exchange payable in connection with
such purchase.

         (b)      The obligation of each Obligor in respect of any sum due from
it to the Administrative Agent, any Lender or any other Secured Party hereunder
or under any other Credit Document shall, notwithstanding any judgment in a
currency other than Dollars be discharged only to the extent that on the
Business Day next succeeding receipt by the Administrative Agent, such Lender
or such other Secured Party of any sum adjudged to be so due in such other
currency, the Administrative Agent, such Lender or such other Secured Party
may, in accordance with normal banking procedures, purchase Dollars with such
other currency. If the Dollars so purchased are less than the sum originally
due to the Administrative Agent, such Lender or such other Secured Party in
Dollars or in such foreign currency, each Obligor agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent, such Lender or such other Secured Party against such
loss.


                                    - 115 -
<PAGE>

         SECTION 14.17 Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE
LENDERS AND THE OBLIGORS PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
ADMINISTRATIVE AGENT, THE LENDERS OR SUCH OBLIGORS. EACH SUCH OBLIGOR
ACKNOWLEDGES AND AGREES THAT EACH SUCH PERSON HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER CREDIT
DOCUMENT TO WHICH SUCH PERSON IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO THIS
AGREEMENT AND EACH SUCH OTHER CREDIT DOCUMENT.

               [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]


                                    - 116 -


<PAGE>

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


                                  BUDGET GROUP, INC.



                                  By: /s/ William S. Johnson
                                     ------------------------------------------
                                     Name:  William S. Johnson
                                     Title: Executive Vice President
                                            Chief Financial Officer
                                  Address:       4225 S Naperville Road
                                                 Lisle, IL 60532
                                  Facsimile No.: (630) 955-7617
                                  Attention:     Kathy Abbott


<PAGE>

                                  DOMESTIC SUBSIDIARY GUARANTORS:

                                  BGI AIRPORT PARKING INC.
                                  BGI SHARED SERVICES, INC.
                                  BGI SHARED SERVICES, LLC
                                  VEHICLE RENTAL ACCESS COMPANY, LLC
                                  PREMIER CAR RENTAL LLC
                                  AUTO RENTAL SYSTEMS, INC.
                                  RYDER TRS, INC.
                                  RYDER MOVE MANAGEMENT, INC.
                                  MASTERING THE MOVE REALTY, INC.
                                  THE MOVE SHOP, INC.
                                  RYDER RELOCATION SERVICES, INC.
                                  BUDGET STORAGE CORPORATION
                                  BUDGET RENT A CAR CORPORATION
                                  BUDGET CAR SALES, INC.
                                  CARSON CHRYSLER PLYMOUTH DODGE
                                    JEEP EAGLE, INC.
                                  PAUL WEST FORD, INC.



                                  By: /s/ Robert L. Aprati
                                     ------------------------------------------
                                     Name:  Robert L. Aprati
                                     Title: Executive Vice President


<PAGE>

                                  WARREN WOOTEN FORD, INC.
                                  TEAM CAR SALES OF CHARLOTTE, INC.
                                  TEAM CAR SALES OF DAYTON, INC.
                                  TEAM CAR SALES OF PHILADELPHIA, INC.
                                  TEAM CAR SALES OF RICHMOND, INC.
                                  TEAM CAR SALES OF SAN DIEGO, INC.
                                  TEAM CAR SALES OF SOUTHERN
                                    CALIFORNIA, INC.
                                  IN MOTORS VI, LLC
                                  DIRECTORS ROW MANAGEMENT
                                    COMPANY, LLC
                                  VALCAR RENTAL CAR SALES, INC.
                                  TCS PROPERTIES, LLC
                                  BUDGET RENT-A-CAR SYSTEMS, INC.
                                  BUDGET RENT-A-CAR OF ST. LOUIS, INC.



                                  By: /s/ Robert L. Aprati
                                     ------------------------------------------
                                     Name:  Robert L. Aprati
                                     Title: Executive Vice President


<PAGE>

                                  BUDGET RENT-A-CAR OF THE MIDWEST,
                                    INC.
                                  BVM,INC.
                                  DAYTON AUTO LEASE COMPANY, INC.
                                  MOISANT CAR SALES, INC.
                                  NYRAC INC.
                                  BUDGET FLEET FINANCE CORPORATION
                                  CONTROL RISK CORPORATION
                                  PHILIP JACOBS INSURANCE AGENCY, INC.
                                  BRAC CREDIT CORPORATION
                                  BUDGET SALES CORPORATION
                                  RESERVATION SERVICES, INC.
                                  TEAM REALTY SERVICES, INC.
                                  TEAM HOLDINGS CORP.
                                  TEAM FLEET SERVICES CORPORATION
                                  TRANSPORTATION AND STORAGE
                                    ASSOCIATES
                                  BUDGET RENT-A-CAR INTERNATIONAL,
                                    INC.
                                  BUDGET RENT A CAR ASIA-PACIFIC, INC.
                                  BUDGET RENT A CAR OF JAPAN, INC.



                                  By: /s/ Robert L. Aprati
                                     ------------------------------------------
                                     Name:  Robert L. Aprati
                                     Title: Executive Vice President


                                  BUDGET RENT A CAR CARIBE
                                    CORPORATION



                                  By: /s/ Robert L. Aprati
                                     ------------------------------------------
                                     Name:  Robert L. Aprati
                                     Title: Executive Vice President


<PAGE>

                                  FOREIGN SUBSIDIARY GUARANTORS:


                                  COMPACT RENT-A-CAR LIMITED



                                  By: /s/ Robert L. Aprati
                                     ------------------------------------------
                                     Name:  Robert L. Aprati
                                     Title: Executive Vice President


                                  BUDGET RENT A CAR OF CANADA LIMITED



                                  By: /s/ Robert L. Aprati
                                     ------------------------------------------
                                     Name:  Robert L. Aprati
                                     Title: Executive Vice President


<PAGE>

                                  CREDIT SUISSE FIRST BOSTON, as the
                                    Administrative Agent



                                  By: /s/ Carol Flaton
                                     ------------------------------------------
                                     Name:  Carol Flaton
                                     Title: Director



                                  By: /s/ Didier Siffer
                                     ------------------------------------------
                                     Name:  Didier Siffer
                                     Title: Director

                                  Address:       Eleven Madison Avenue
                                                 New York, NY 10010-3629
                                  Facsimile No.: (917) 326-8081
                                  Attention:     Carol Flaton


<PAGE>

                                  LENDERS:
                                  CREDIT SUISSE FIRST BOSTON



                                  By: /s/ Carol Flaton
                                     ------------------------------------------
                                     Name:  Carol Flaton
                                     Title: Director



                                  By: /s/ Didier Siffer
                                     ------------------------------------------
                                     Name:  Didier Siffer
                                     Title: Director


<PAGE>

                                  BANK OF AMERICA, N.A.



                                  By: /s/ Henry Y. Yu
                                     ------------------------------------------
                                     Name:  Henry Y. Yu
                                     Title: Managing Director


<PAGE>

                                  THE BANK OF NEW YORK



                                  By: /s/ Edward F. Ryan Jr.
                                     ------------------------------------------
                                     Name:  Edward F. Ryan Jr.
                                     Title: SVP


<PAGE>

                                  THE BANK OF NOVA SCOTIA



                                  By: /s/ Olivia L. Braun
                                     ------------------------------------------
                                     Name:  Olivia L. Braun
                                     Title: Director


<PAGE>

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



                                  By: /s/ Christina T. Schoen
                                     ------------------------------------------
                                     Name:  Christina T. Schoen
                                     Title: Vice President


<PAGE>

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



                                  By: /s/ Harvey Winter
                                     ------------------------------------------
                                     Name:  Harvey Winter
                                     Title: Vice President


<PAGE>

                                  WASHINGTON MUTUAL BANK, FA (as
                                    successor in interest to Bank United)



                                  By: /s/ Jeffrey A. Beunier
                                     ------------------------------------------
                                     Name:  Jeffrey A. Beunier
                                     Title: Vice President


<PAGE>

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



                                  By: /s/ Greg Shefron
                                     ------------------------------------------
                                     Name:  Greg Shefron
                                     Title: Director


<PAGE>

                                  BNP PARIBAS



                                  By: /s/ Kathryn Quinn
                                     ------------------------------------------
                                     Name:  Kathryn Quinn
                                     Title: Vice President



                                  By: /s/ Barbara Eppolito
                                     ------------------------------------------
                                     Name:  Barbara Eppolito
                                     Title: Vice President


<PAGE>

                                  CALIFORNIA PUBLIC EMPLOYEES'
                                    RETIREMENT SYSTEM
                                  By Highland Capital Management, L.P., as
                                     Authorized Representatives of the Board



                                  By: /s/ Louis Koven
                                     ------------------------------------------
                                     Name:  Louis Koven
                                     Title: Executive Vice President-CFO
                                            Highland Capital Management, L.P


<PAGE>

                                  CERBERUS PARTNERS L.P.



                                  By: /s/ Scott Cohen
                                     ------------------------------------------
                                     Name:  Scott Cohen
                                     Title: Managing Director


<PAGE>

                                  CREDIT INDUSTRIEL ET COMMERCIAL



                                  By: /s/ Bernard Laleuf
                                     ------------------------------------------
                                     Name:  Bernard Laleuf
                                     Title: Senior Vice President &
                                            Deputy General Manager



                                  By: /s/ Albert M. Calo
                                     ------------------------------------------
                                     Name:  Albert M. Calo
                                     Title: Vice President


<PAGE>

                                  CREDIT AGRICOLE INDOSUEZ



                                  By: /s/ Kathleen M. Sweeney
                                     ------------------------------------------
                                     Name:  Kathleen M. Sweeney
                                     Title: Vice President



                                  By: /s/ Leo von Reissig
                                     ------------------------------------------
                                     Name:  Leo von Reissig
                                     Title: Vice President


<PAGE>

                                  CREDIT LYONNAIS NEW YORK BRANCH



                                  By: /s/ John-Charles Van Essche
                                     ------------------------------------------
                                     Name:  John-Charles Van Essche
                                     Title: Vice President


<PAGE>

                                  DRESDNER BANK AG, NEW YORK AND
                                    GRAND CAYMAN BRANCHES



                                  By: /s/ Lisa M. Overton
                                     ------------------------------------------
                                     Name:  Lisa M. Overton
                                     Title: Associate



                                  By: /s/ Phillip J. Glass
                                     ------------------------------------------
                                     Name:  Phillip J. Glass
                                     Title: Analyst


<PAGE>

                                  ERSTE BANK DER OESTERREICHISCHEN
                                    SPARKASSEN AG



                                  By: /s/ John Fay
                                     ------------------------------------------
                                     Name:  John Fay
                                     Title: Vice President
                                            Erste Bank New York Branch



                                  By: /s/ John S. ?
                                     ------------------------------------------
                                     Name:          John S. ?
                                     Title:     Managing Director
                                            Erste Bank New York Branch


<PAGE>

                                  FLEET BANK. N.A.



                                  By: /s/ Andrew J. Maidman
                                     ------------------------------------------
                                     Name:  Andrew J. Maidman
                                     Title: Vice President


<PAGE>

                                  COMERICA BANK (as successor to Imperial Bank
                                    by merger)



                                  By: /s/ Larry King
                                     ------------------------------------------
                                     Name:  Larry King
                                     Title: Senior Vice President


<PAGE>

                                  GENERAL ELECTRIC CAPITAL
                                    CORPORATION



                                  By: /s/ W. Jerome McDermott
                                     ------------------------------------------
                                     Name:  W. JEROME MCDERMOTT
                                     Title: DULY AUTHORIZED SIGNATORY


<PAGE>

                                  MERRILL LYNCH, PIERCE, FENNER & SMITH
                                    INCORPORATED



                                  By: /s/ Kevin Lydon
                                     ------------------------------------------
                                     Name:  KEVIN LYDON
                                     Title: MANAGING DIRECTOR


<PAGE>

                                  NATEXIS BANQUES POPULAIRES



                                  By: /s/
                                     ------------------------------------------
                                     Name:
                                     Title:



                                  By: /s/
                                     ------------------------------------------
                                     Name:
                                     Title:
<PAGE>

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



                                  By: /s/ Louis Koven
                                     ------------------------------------------
                                     Name:  Louis Koven
                                     Title: Executive Vice President-CFO
                                            Highland Capital Management, L.P


<PAGE>

                                  SOUTHERN PACIFIC BANK



                                  By: /s/ Daniel M. Rood
                                     ------------------------------------------
                                     Name:  Daniel M. Rood
                                     Title: SVP


<PAGE>

                                  SUNTRUST BANK



                                  By: /s/ Daniel M. Rood
                                     ------------------------------------------
                                     Name:  Byron P. Kurtgis
                                     Title: Director


<PAGE>

                                  DK ACQUISITION PARTNERS LP by,
                                  MH DAVIDSON & CO, Its General Partners



                                  By: /s/ Michael J. Leffell
                                     ------------------------------------------
                                     Name:  Michael J. Leffell
                                     Title: General Partner


<PAGE>

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



                                  By: /s/ Robert McCormick
                                     ------------------------------------------
                                     Name:  Robert McCormick
                                     Title: Vice President