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                                                                   EXHIBIT 10.41

                     FOURTH AMENDMENT AND WAIVER TO AMENDED
                          AND RESTATED CREDIT AGREEMENT

         THIS FOURTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of September 30, 2000 (this "Amendment and Waiver"), is made
by and among BUDGET GROUP, INC., a Delaware corporation (the "Borrower"), the
Lenders (such capitalized term and all other capitalized terms not otherwise
defined herein shall have the meanings provided for in Article I below) parties
hereto and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders.


                              W I T N E S S E T H:


         WHEREAS, the Borrower, the Lenders and the Agents have heretofore
entered into that certain Amended and Restated Credit Agreement, dated as of
June 19, 1998 (as amended by the First Amendment to Amended and Restated Credit
Agreement dated as of September 11, 1998, the Second Amendment to Amended and
Restated Credit Agreement dated as of March 18, 1999, the Third Amendment to
Amended and Restated Credit Agreement dated as of December 22, 1999, and as
further amended, supplemented, amended and restated or otherwise modified, the
"Credit Agreement");

         WHEREAS, the Borrower has suffered certain losses from its operations
in Europe, the Middle East and Africa and desires the amendment and/or waiver of
certain provisions of the Credit Agreement in connection therewith;

         WHEREAS, the Required Lenders are willing, on and subject to the terms
and conditions set forth below (including, without limitation, an increase in
the Applicable Margin and the reduction of certain "basket" amounts in the
Credit Agreement), to amend and waive certain provisions of the Credit Agreement
as provided below (the Credit Agreement, as amended and otherwise modified
pursuant to the terms of this Amendment and Waiver, being referred to as the
"Amended Credit Agreement");

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




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                                    ARTICLE I

                                   DEFINITIONS

         SECTION I.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment and Waiver shall have the following
meanings (such meanings to be equally applicable to the singular and plural
forms thereof):

         "Administrative Agent" is defined in the preamble.

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

         "Amendment and Waiver" is defined in the preamble.

         "Borrower" is defined in the preamble.

         "Credit Agreement" is defined in the first recital.

         SECTION I.2. Other Definitions. Terms for which meanings are provided
in the Amended Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment and Waiver with such
meanings.


                                   ARTICLE II

                    WAIVER AND AMENDMENTS TO CREDIT AGREEMENT

         SECTION II.1. Waiver. (a) Subject to the satisfaction of the conditions
set forth in Article III, the Lenders hereby waive, from the date hereof until
(and including) January 31, 2001, compliance by the Borrower with the provisions
of clauses (b) and (c) of Section 8.2.4 of the Credit Agreement with respect to
the third Fiscal Quarter of the 2000 Fiscal Year.

         (b) Clause (a) of this Section 2.1 shall be limited precisely as
written and relates solely to noncompliance by the Borrower with the provisions
of clauses (b) and (c) of Section 8.2.4 of the Credit Agreement in the manner
and to the extent set forth above, and nothing in this Amendment and Waiver
shall be deemed to constitute a waiver of compliance by the Borrower with
respect to (A) clauses (b) and (c) of Section 8.2.4 of the Credit Agreement for
any period other than the third Fiscal Quarter of the 2000 Fiscal Year or (B)
any other term, provision or condition of the Credit Agreement or any other
instrument or agreement referred to therein or relating thereto or prejudice any
right or remedy that the Administrative Agent or any Lender may now have or may
have in the future under or in connection with the Credit Agreement or any other
instrument or agreement referred to therein or relating thereto.



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         SECTION II.2. Amendments. Subject to the satisfaction of the conditions
set forth in Article III, effective as of the date hereof, the Credit Agreement
is hereby amended in accordance with this Section 2.2.

         SECTION II.2.1. Amendment to Section 1.1 of the Credit Agreement.
Section 1.1 of the Credit Agreement ("Defined Terms") is hereby amended as
follows:

                  (a) by inserting in such Section the following definitions in
         the appropriate alphabetical order:

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

                           "Excluded EMEA Losses" means, with respect to each of
                  the four-consecutive-Fiscal-Quarter periods ending on the last
                  day of the third Fiscal Quarter of the 2000 Fiscal Year and
                  the last day of the fourth Fiscal Quarter of the 2000 Fiscal
                  Year, any net loss for such period in respect of the
                  operations of the Borrower and its Subsidiaries conducted in
                  Europe, the Middle East and Africa, as separately reported by
                  the Borrower (with such detail as the Administrative Agent may
                  reasonably request) in the financial statements to be
                  furnished to the Lenders pursuant to clauses (a) and (b) of
                  Section 8.1.1 following the effectiveness of the Fourth
                  Amendment and determined in a manner consistent with the
                  accounting principles applied in the preparation of the
                  financial statements furnished to the Lenders pursuant to
                  Section 8.1.1 prior to the effectiveness of the Fourth
                  Amendment, to the extent the aggregate amount of such loss for
                  any such period does not exceed $90,000,000.

                           "Fourth Amendment" means the Fourth Amendment and
                  Waiver to Amended and Restated Credit Agreement, dated as of
                  September 30, 2000, among the Borrower, the Lenders parties
                  thereto and the Agents.

                           "Loan Commitment Amount" means, on any date,
                  $50,000,000, as such amount may be reduced from time to time
                  pursuant to Section 2.2.3.

                  (b) by amending the definition of "Applicable Commitment Fee"
         set forth in such Section by deleting the last sentence thereof and
         substituting therefor the following sentence:

                  "Notwithstanding anything to the contrary in this definition,
                  the Applicable Commitment Fee for the period from the date of
                  the effectiveness of the Fourth Amendment to the date on which
                  the Administrative Agent receives the Compliance Certificate
                  for the Fiscal Quarter ending on or about March 31, 2001 shall
                  mean 50.0 basis points."


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                  (c) by amending the definition of "Applicable Margin" set
         forth in such Section by deleting the last sentence thereof and
         substituting therefor the following sentence:

                  "Notwithstanding anything to the contrary in this definition,
                  the Applicable Margin with respect to any Loan of any type for
                  the period from the date of the effectiveness of the Fourth
                  Amendment to the date on which the Administrative Agent
                  receives the Compliance Certificate for the Fiscal Quarter
                  ending on or about March 31, 2001 shall mean (x) 300 basis
                  points with respect to each Loan made or maintained as a
                  Eurocurrency Loan or (y) 200 basis points with respect to each
                  Loan made or maintained as an ABR Loan."

                  (d) by amending the definition of "Borrowing Base Amount" by
         (i) inserting the following proviso at the end of clause (b) thereof:
         "; provided that in no event shall the amount added to the Borrowing
         Base Amount pursuant to this clause (b) exceed $31,000,000" and (ii)
         deleting the reference in clause (d) thereof to "35%" and substituting
         therefor "25%";

                  (e) by amending clause (a) of the definition of "Net Worth"
         set forth in such Section by inserting immediately following the term
         "Permitted 1999/2000 Restructuring Expenses" the phrase "and (without
         duplication), solely for the purposes of clause (a) of Section 8.2.4,
         Excluded EMEA Losses"; and

                  (f) by amending the definition of "Permitted Business
         Acquisition" set forth in such Section by:

                           (i) deleting the reference in clause (a)(ii) thereof
                  to "$150,000,000" and substituting therefor "$25,000,000";

                           (ii) deleting the parenthetical in clause (a)(ii)
                  thereof "(provided that the portion thereof payable in cash
                  does not exceed $75,000,000)" and substituting therefor the
                  parenthetical "(provided that, following the effectiveness of
                  the Fourth Amendment, the portion thereof comprised of (x)
                  Indebtedness assumed or incurred in connection therewith
                  (exclusive of Vehicle Debt) and (y) the payment of cash shall
                  not exceed $6,000,000 in the aggregate over the term of this
                  Agreement)"; and

                           (iii) inserting the following new clause (c):

                                    "(c) such Business Acquisition is not of an
                           Affiliate (or of assets of an Affiliate) of the
                           Person consummating such Business Acquisition".


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         SECTION II.2.2. Amendment to Section 2.1.3 of the Credit Agreement.
Section 2.1.3 of the Credit Agreement is hereby amended in its entirety to read
as follows:


                  "SECTION 2.1.3. Lenders Not Permitted or Required To Make
         Loans or Issue Letters of Credit Under Certain Circumstances. No Lender
         shall be permitted or required to

                           (a) make any Loan if, after giving effect thereto,
                  the aggregate outstanding principal amount of all Loans

                                    (i) of all Lenders, together with all Letter
                           of Credit Outstandings, would exceed the least of (A)
                           the Commitment Amount, (B) the then existing
                           Borrowing Base Amount and (C) during the period from
                           November 1, 2000 to (and including) January 31, 2001,
                           $465,300,000, or

                                    (ii) of such Lender, together with its
                           Percentage of all Letter of Credit Outstandings,
                           would exceed such Lender's Percentage of the least of
                           (A) the Commitment Amount, (B) the then existing
                           Borrowing Base Amount and (C) during the period from
                           November 1, 2000 to (and including) January 31, 2001,
                           $465,300,000, or

                                    (iii) of all Lenders would exceed the Loan
                           Commitment Amount; or

                                    (iv) of such Lender would exceed such
                           Lender's Percentage of the Loan Commitment Amount; or

                           (b) issue (in the case of the Issuer) any Letter of
                  Credit if, after giving effect thereto

                                    (i) all Letter of Credit Outstandings,
                           together with the aggregate outstanding principal
                           amount of all Loans of all Lenders would exceed the
                           least of (A) the Commitment Amount, (B) the then
                           existing Borrowing Base Amount and (C) during the
                           period from November 1, 2000 to (and including)
                           January 31, 2001, $465,300,000, or

                                    (ii) such Lender's Percentage of all Letter
                           of Credit Outstandings, together with the aggregate
                           outstanding principal amount of all Loans of such
                           Lender would exceed such Lender's Percentage of the
                           least of (A) the Commitment Amount, (B) the then
                           existing Borrowing Base Amount and (C) during the
                           period from November 1, 2000 to (and including)
                           January 31, 2001, $465,300,000."


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         SECTION II.2.3. Amendment to Section 2.2 of the Credit Agreement.
Section 2.2 of the Credit Agreement is hereby amended by inserting the following
new Section 2.2.3:

                  "SECTION 2.2.3. Corresponding Reductions. Any reduction of the
         Commitment Amount which reduces the Commitment Amount below the then
         current amount of the Loan Commitment Amount shall result in an
         automatic and corresponding reduction of the Loan Commitment Amount to
         the amount of the Commitment Amount, as so reduced, without any further
         action on the part of the Administrative Agent, the Lenders or
         otherwise."

         SECTION II.2.4. Amendment to Section 3.1 of the Credit Agreement.
Clause (b) of Section 3.1 of the Credit Agreement is hereby amended by deleting
the reference in subclause (A) thereof to "Commitment Amount" and substituting
therefor "Loan Commitment Amount".

         SECTION II.2.5. Amendment to Section 6.2 of the Credit Agreement.
Section 6.2 of the Credit Agreement is hereby amended by inserting the following
new Section 6.2.4:

                  "SECTION 6.2.4. Compliance Certificate. With respect to each
         Credit Extension requested during the period commencing with the first
         day following the last day of the fourth Fiscal Quarter of the 2000
         Fiscal Year and ending on (and including) January 31, 2001 and each
         Credit Extension requested to be made during such period, the
         Administrative Agent shall have received a Compliance Certificate,
         executed by an Authorized Officer of the Borrower, showing (in
         reasonable detail and with appropriate calculations and computations
         (and, if applicable, projections and assumptions) in all respects
         satisfactory to the Administrative Agent) compliance with the financial
         covenants set forth in Section 8.2.4 with respect to the fourth Fiscal
         Quarter of the 2000 Fiscal Year."

         SECTION II.2.6. Amendment to Section 8.1.1 of the Credit Agreement.
Section 8.1.1 of the Credit Agreement is hereby amended by retitling clause (n)
thereof as clause (o) and inserting the following new clause (n):

                  "(n) (i) as soon as available and in any event no later than
         December 15, 2000, the Borrower's plan to address the losses being
         suffered by its operations in Europe, the Middle East and Africa,
         including a timetable for the actions set forth therein, in such detail
         as the Administrative Agent may reasonably request, and (ii) as soon as
         available and in any event (notwithstanding anything to the contrary
         herein) no later than January 15, 2001, an annual budget for the 2001
         Fiscal Year, prepared on a monthly basis for such Fiscal Year
         containing consolidated and consolidating projected statements of
         earnings and cash flow of the Borrower and its Subsidiaries consistent
         with the financial statements previously furnished to the Lenders
         pursuant to clauses (a) and (b) of this Section; and"


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         SECTION II.2.7. Amendment to Section 8.1.5 of the Credit Agreement.
Section 8.1.5 of the Credit Agreement is hereby amended by adding the following
sentences at the end thereof:

         "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) reasonably
         acceptable to the Required Lenders to review the Borrower's calculation
         of the Borrowing Base Amount as of September 30, 2000 (or as of any
         later date) and the documents to be furnished pursuant to clause (n) of
         Section 8.1.1, (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 (it being understood that, assuming timely delivery of
         the documents required to be delivered by the Borrower pursuant to
         clause (n) of Section 8.1.1 and compliance by the Borrower and its
         Subsidiaries with the terms of this Section, such engagement should,
         unless otherwise consented to by the Borrower, end on January 31, 2001
         and not require the engagement by such consultants or their own
         accountants). The Borrower shall be consulted as to the identity of
         such consultants."

         SECTION II.2.8. Additional Amendments to Section 8.1 of the Credit
Agreement. Section 8.1 of the Credit Agreement is hereby further amended by
inserting the following new Sections 8.1.11 and 8.1.12:

                  "SECTION 8.1.11. Additional Collateral. As soon as practicable
         following the effectiveness of the Fourth Amendment and in any event
         prior to November 30, 2000 (or, in the case of interests in real
         property, December 29, 2000), the Borrower shall, and shall cause each
         of its Subsidiaries that is not an SPC, Foreign Subsidiary or
         Non-Material Subsidiary to, cause the Administrative Agent, for the
         benefit of the Secured Parties, to have a first priority perfected
         security interest in all of the property (real and personal, tangible
         and intangible) owned by the Borrower and each such Subsidiary (subject
         to Liens permitted hereunder and exceptions agreed to by the
         Administrative Agent based on the value to the Secured Parties of any
         such security interest and the cost to the Borrower and its
         Subsidiaries of providing such security interest), and, following such
         respective dates, the Borrower shall, and shall cause each such
         Subsidiary, to cause the Administrative Agent, for the benefit of the
         Secured Parties, to have a first priority security interest (subject to
         Liens permitted hereunder) in such property owned from time to time by
         the Borrower and each such Subsidiary. In order to effect the terms of
         the preceding sentence, the Borrower and its Subsidiaries shall execute
         and deliver to the Administrative Agent such agreements, instruments
         and documents as it may reasonably request, including amendments and/or
         supplements to the Borrower Security Agreement


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<PAGE>   8

         and the Subsidiary Security Agreement, mortgages and/or deeds of trust,
         search reports on Form UCC-11, title insurance reports, financing
         statements on Form UCC-1 and, in the Administrative Agent's reasonable
         discretion, legal opinions, in each case in form and substance
         reasonably satisfactory to the Administrative Agent.

                  SECTION 8.1.12. Borrowing Base. As soon as practicable
         following the effectiveness of the Fourth Amendment and in any event
         prior to December 15, 2000, the Borrower shall furnish to the
         Administrative Agent a written proposal to amend the definition of
         "Borrowing Base Amount" that would replace all or a material portion of
         the Net Worth component set forth in clause (d) of the definition
         thereof with specified assets not otherwise included in the
         determination of the Borrowing Base Amount with respect to which the
         Administrative Agent, for the benefit of the Secured Parties, would
         have a perfected, first priority security interest."

         SECTION II.2.9. Amendment to Section 8.2.2 ("Indebtedness") of the
Credit Agreement. Section 8.2.2 of the Credit Agreement is hereby amended by:

                  (a) deleting the reference in clause (i) thereof to
         "$100,000,000" and substituting therefor "$40,000,000"; and

                  (b) deleting the reference in clause (v) thereof to
         "$50,000,000" and substituting therefor "$25,000,000".

         SECTION II.2.10. Amendment to Section 8.2.4 ("Financial Condition") of
the Credit Agreement. Section 8.2.4 of the Credit Agreement is hereby amended by
amending clause (a) thereof by inserting immediately following the term
"Permitted 1999/2000 Restructuring Expenses" the phrase "and (without
duplication) Excluded EMEA Losses".

         SECTION II.2.11. Amendment to Section 8.2.5 ("Investments") of the
Credit Agreement. Section 8.2.5 of the Credit Agreement is hereby amended by:

                  (a) deleting the reference in clause (g) thereof to
         "$35,000,000" and substituting therefor "(x) for each Fiscal Year up to
         and including the 1999 Fiscal Year, $35,000,000, (y) for the 2000
         Fiscal Year, $30,000,000, and (z) for each Fiscal Year thereafter,
         $10,000,000";

                  (b) deleting the reference in clause (g) thereof to
         "$75,000,000" and substituting therefor "$65,000,000";

                  (c) deleting the reference in clause (k) thereof to
         "$35,000,000" and substituting therefor "$32,000,000"; and


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                  (d) renumbering clause (ii) of the proviso to Section 8.2.5 as
         clause (iii) and inserting the following new clause (ii) to such
         proviso:

                                    "(ii) no Investment proposed to be made
                           after November 1, 2000 that would otherwise be
                           permitted hereunder, including any Investment that
                           would be permitted under clause (f), (g), (i) or (k),
                           shall be permitted to be made to the extent the
                           amount of such Investment that would be utilized,
                           directly or indirectly, in connection with the
                           operations conducted by the Borrower and its
                           Subsidiaries in Europe, the Middle East and Africa
                           would exceed, when taken together with the aggregate
                           amount of all other such Investments made after
                           November 1, 2000, $20,000,000; and"

         SECTION II.2.12. Amendments to Section 8.2.6 ("Restricted Payments,
etc.") of the Credit Agreement. Section 8.2.6 of the Credit Agreement is hereby
amended by deleting subclauses (i) and (ii) of the proviso to clause (a) of such
Section in their entirety.

         SECTION II.2.13. Amendment to Section 8.2.7 ("Capital Expenditures,
etc.") of the Credit Agreement. Section 8.2.7 of the Credit Agreement is hereby
amended by:

                  (a) deleting the dollar amount "$70,000,000" opposite Fiscal
         Year 2000 and substituting therefor "$60,000,000", and

                  (b) deleting clause (b) of such Section in its entirety.

         SECTION II.2.14. Amendment to Section 8.2.9 (Consolidation, Merger,
etc.) of the Credit Agreement. Section 8.2.9 of the Credit Agreement is hereby
amended by deleting clause (a) thereof and substituting therefor the following:

                  "(a) (i) 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 (ii) 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; and"

         SECTION II.2.15. Amendment to Section 8.2.10 (Asset Dispositions, etc.)
of the Credit Agreement. Section 8.2.10 of the Credit Agreement is hereby
amended by inserting in the first


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line of clause (c) thereof the phrase "to a Person not an Affiliate of the
Person consummating such sale, transfer or conveyance" after the words "such
sale, transfer or conveyance is".

                                  ARTICLE III

                           CONDITIONS TO EFFECTIVENESS

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

         SECTION III.1. Execution of Counterparts. The Administrative Agent
shall have received counterparts of this Amendment and Waiver, duly executed and
delivered on behalf of the Borrower and each of the Required Lenders.

         SECTION III.2. Closing Date Certificate. The Administrative Agent shall
have received, with counterparts for each Lender, a certificate, dated the date
hereof, appropriately completed and duly executed and delivered by an Authorized
Officer of the Borrower in which certificate the Borrower shall agree and
acknowledge that the statements made therein shall be deemed to be true and
correct representations and warranties of the Borrower made as of such date and,
at the time such certificate is delivered, such statements shall in fact be true
and correct.

         SECTION III.3. Execution of Affirmation and Consent. The Administrative
Agent shall have received an affirmation and consent in form and substance
satisfactory to it, duly executed and delivered by each Guarantor and any other
Obligor that has granted a Lien pursuant to any Loan Document.

         SECTION III.4. Amendment Fee. The Administrative Agent shall have
received the amendment fees due and payable pursuant to Section 5.4.


         SECTION III.5. Fees and Expenses. The Administrative Agent shall have
received all fees and expenses due and payable pursuant to Section 5.5 (to the
extent then invoiced) and pursuant to the Credit Agreement (including all
previously invoiced fees and expenses).


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION IV.1. Representations and Warranties. In order to induce the
Required Lenders and the Administrative Agent to enter into this Amendment and
Waiver, the Borrower


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hereby represents and warrants to the Administrative Agent,
the Issuer and each Lender, as of the date hereof, as follows:

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

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

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

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

                  (c) no Default has occurred and is continuing, and neither the
         Borrower nor any of its Subsidiaries nor any other Obligor is in
         material violation of any law or governmental regulation or court order
         or decree;

                  (d) this Amendment and Waiver has been duly authorized,
         executed and delivered by the Borrower and constitutes a legal, valid
         and binding obligation of the Borrower, enforceable against it in
         accordance with its terms, except to the extent the enforceability
         hereof may be limited by (i) the effect of bankruptcy, insolvency,
         reorganization, moratorium or other similar laws now or hereafter in
         effect relating to or affecting the rights and remedies of creditors
         generally and (ii) the effect of general principles of equity, whether
         enforcement is considered in a proceeding in equity or at law; and

                  (e) the execution, delivery and performance by the Borrower
         and its Subsidiaries of this Amendment and Waiver and each other Loan
         Document executed or to be executed by any of them in connection
         therewith are within the Borrower's and each such Subsidiary's
         corporate powers, have been duly authorized by all necessary corporate
         action, and do not (i) contravene the Borrower's or such Subsidiary's
         Organic


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<PAGE>   12

         Documents, (ii) contravene any contractual restriction, law or
         governmental regulation or court decree or order binding on or
         affecting the Borrower or such Subsidiary or (iii) result in, or
         require the creation or imposition of, any Lien (other than the Liens
         created under the Loan Documents in favor of the Administrative Agent
         for the benefit of the Secured Parties) on any of the Borrower's or
         such Subsidiary's properties.

         SECTION IV.2. Full Disclosure. Except as corrected by written
information delivered to the Agents and the Lenders reasonably prior to the date
on which this representation is made, all factual information heretofore or
contemporaneously furnished by the Borrower in writing to any Agent, the Issuer
or any Lender for purposes of or in connection with this Amendment and Waiver or
any transaction contemplated hereby is true and accurate in every material
respect and such information is not incomplete by omitting to state any material
fact necessary to make such information not misleading. All projections
delivered to any Agent or any Lender by or on behalf of the Borrower have been
prepared in good faith by the Borrower and represent the best estimates of the
Borrower, as of the date hereof, of the reasonably expected future performance
of the businesses reflected in such projections.

         SECTION IV.3. Compliance with Credit Agreement. As of the execution and
delivery of this Amendment and Waiver, each Obligor is in compliance with all
the terms and conditions of the Credit Agreement and the other Loan Documents to
be observed or performed by it thereunder, and no Default has occurred and is
continuing.


                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION V.1. Full Force and Effect; Limited Amendment and Waiver.
Except as expressly provided herein, all of the representations, warranties,
terms, covenants, conditions and other provisions of the Credit Agreement and
the other Loan Documents shall remain in full force and effect in accordance
with their respective terms and are in all respects hereby ratified and
confirmed. The amendments and waivers set forth herein shall be limited
precisely as provided for herein to the provisions expressly amended herein or
waived hereby and shall not be deemed to be an amendment to, waiver of, consent
to or modification of any other term or provision of the Credit Agreement, any
other Loan Document referred to therein or herein or of any transaction or
further or future action on the part of the Borrower or any other Obligor which
would require the consent of any of the Lenders under the Credit Agreement or
any of the other Loan Documents.

         SECTION V.2. Loan Document Pursuant to Credit Agreement. This Amendment
and Waiver is a Loan Document executed pursuant to the Credit Agreement and
shall be construed, administered and applied in accordance with all of the terms
and provisions of the Credit Agreement (and, following the date hereof, the
Amended Credit Agreement). Any breach of


                                      -12-
<PAGE>   13

any representation or warranty or covenant or agreement contained in this
Amendment and Waiver shall be deemed to be an Event of Default for all purposes
of the Credit Agreement and the other Loan Documents.

         SECTION V.3. Further Assurances. The Borrower hereby agrees that it
will take any action that from time to time may be reasonably necessary to
effectuate the amendments contemplated herein.

         SECTION V.4. Amendment Fee. Upon satisfaction of the condition set
forth in Section 3.1, the Borrower shall pay, without setoff, deduction or
counterclaim, a non-refundable amendment fee for the account of each Lender that
has executed and delivered (including delivery by way of facsimile) a copy of
this Amendment and Waiver to the attention of Ms. Shannon Hales at Mayer, Brown
& Platt, 1675 Broadway, New York, New York 10019 (19th floor), telecopy number
212-262-1910 at or prior to noon, New York time, on November 14, 2000 in the
amount of 1/4 of 1% of such Lender's Commitment. The aggregate amount of such
amendment fee shall be paid at or prior to noon, New York time, on November 16,
2000 to the Administrative Agent for the pro rata account of the Lenders
entitled to receive such amendment fee.

         SECTION V.5. Fees and Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, execution and delivery of this Amendment and
Waiver and the documents and transactions contemplated hereby, including the
reasonable fees and disbursements of Mayer, Brown, and Platt, as counsel for the
Administrative Agent.

         SECTION V.6. Headings. The various headings of this Amendment and
Waiver are inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment and Waiver or any provisions hereof.

         SECTION V.7. Execution in Counterparts. This Amendment and Waiver may
be executed by the parties hereto in counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but one and the
same agreement.

         SECTION V.8. Cross-References. References in this Amendment and Waiver
to any Article or Section are, unless otherwise specified or otherwise required
by the context, to such Article or Section of this Amendment and Waiver.

         SECTION V.9. Severability. Any provision of this Amendment and Waiver
which is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Amendment and Waiver or affecting the validity or enforceability of such
provision in any other jurisdiction.


                                      -13-
<PAGE>   14

         SECTION V.10. Successors and Assigns. This Amendment and Waiver shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.

         SECTION V.11. GOVERNING LAW. THIS AMENDMENT AND WAIVER SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

                            BUDGET GROUP, INC.


                            By: /s/ William S. Johnson
                                --------------------------------------------
                                Name: William S. Johnson
                                Title: Chief Financial Officer


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


                            By: /s/ Bill O'Daly
                                --------------------------------------------
                                Name: Bill O'Daly
                                Title: Vice President


                            By: /s/ Mark Heron
                                --------------------------------------------
                                Name: Mark Heron
                                Title: Asst. Vice President


                            BANK OF AMERICA, N.A.


                            By: /s/ Nelson D. Albrecht
                                --------------------------------------------
                                Name: Nelson D. Albrecht
                                Title: Vice President


                                      -14-
<PAGE>   15

                            BANK OF HAWAII


                            By: /s/ Donna R. Parker
                                --------------------------------------------
                                Name: Donna R. Parker
                                Title: Vice President



                            BANK OF MONTREAL


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


                            THE BANK OF NEW YORK


                            By: /s/ John M. Lokay, Jr.
                                --------------------------------------------
                                Name: John M. Lokay, Jr.
                                Title: Vice President


                            THE BANK OF NOVA SCOTIA


                            By: /s/ F.C.H. Ashby
                                --------------------------------------------
                                Name: F.C.H. Ashby
                                Title: Senior Manager Loan Operations


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


                            By: /s/ Joseph P. Devoe
                                --------------------------------------------
                                Name: Joseph P. Devoe
                                Title: Attorney-in-Fact


                                      S-2
<PAGE>   16

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


                            By: /s/ William G. Reynolds
                                --------------------------------------------
                                Name: William G. Reynolds
                                Title: Vice President



                            BANK UNITED


                            By: /s/ Phil Green
                                --------------------------------------------
                                Name: Phil Green
                                Title: Director Commercial Syndication


                            BANKERS TRUST COMPANY


                            By: /s/ Anthony LoGrippo
                                --------------------------------------------
                                Name: Anthony LoGrippo
                                Title: Director


                            BNP PARIBAS


                            By: /s/ Brian F. Hewett
                                --------------------------------------------
                                Name: Brian F. Hewett
                                Title: Vice President


                            By: /s/ Nicholas C. Mast
                                --------------------------------------------
                                Name: Nicholas C. Mast
                                Title: Managing Director



                            BANQUE WORMS CAPITAL CORPORATION


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


                                      S-3
<PAGE>   17


                            BHF (USA) CAPITAL CORPORATION


                            By: /s/ Christopher J. Ruzzi
                                --------------------------------------------
                                Name: Christopher J. Ruzzi
                                Title: Vice President


                            By: /s/ Lisa Moraglia
                                --------------------------------------------
                                Name: Lisa Moraglia
                                Title: Portfolio Management


                            CHASE MANHATTAN BANK, N.A.


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


                            CREDIT INDUSTRIEL ET COMMERCIAL


                            By: /s/ Eric Dulot
                                --------------------------------------------
                                Name: Eric Dulot
                                Title: Vice President


                            By: /s/ Eric Longuet
                                --------------------------------------------
                                Name: Eric Longuet
                                Title: Vice President



                                      S-4
<PAGE>   18

                            COMMERZBANK AKTIENGESELLSCHAFT,
                                    CHICAGO BRANCH


                            By: /s/ J. Timothy Shortly    /s/ Albert Morrow
                                ------------------------------------------------
                                Name: J. Timothy Shortly Albert Morrow
                                Title: Senior Vice President Assistant Treasurer


                            CREDIT AGRICOLE INDOSUEZ


                            By: /s/ Laurence F. Grant
                                ------------------------------------------------
                                Name: Laurent F. Grant
                                Title: Vice President
                                       Senior Relationship Manager

                            By: /s/ Bradley C. Peterson
                                ------------------------------------------------
                                Name: Bradley C. Peterson
                                Title: Vice President, Manager


                            CREDIT LYONNAIS CHICAGO BRANCH


                            By: /s/ Lee E. Greve
                                ------------------------------------------------
                                Name: Lee E. Greve
                                Title: First Vice President


                            DRESDNER BANK AG, NEW YORK AND
                                    GRAND CAYMAN BRANCHES


                            By: /s/ Ken Hamilton
                                ------------------------------------------------
                                Name: Ken Hamilton
                                Title: Senior Vice President


                            By: /s/ Joanna M. Solowski
                                ------------------------------------------------
                                Name: Joanna M. Solowski
                                Title: Vice President



                                      S-5
<PAGE>   19

                            ERSTE BANK DER OESTERREICHISCHEN
                                    SPARKASSEN AG


                            By: /s/ John Fay                John S. Flunnion
                                ------------------------------------------------
                                Name: John Fay              John S. Flunnion
                                Title: Asst. Vice President First Vice President


                            FLEET BANK, N.A.


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


                            THE FUJI BANK, LIMITED


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


                            IMPERIAL BANK


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


                            GENERAL ELECTRIC CAPITAL
                                    CORPORATION


                            By: /s/ W. Jerome McDermott
                                ------------------------------------------------
                                Name: W. Jerome McDermott
                                Title: Duly Authorized Signatory



                                      S-6
<PAGE>   20

                            MERRILL LYNCH, PIERCE, FENNER & SMITH
                            INCORPORATED


                            By: /s/ G. Goodsmith
                                ------------------------------------------------
                                Name: G. Goodsmith
                                Title: Director

                            NATEXIS BANQUE


                            By: /s/ Michael Ferris      Pieter J. van Tulder
                                ------------------------------------------------
                                Name: Michael Ferris    Pieter J. van Tulder
                                Title: V. President     V. President and Manager
                                 Leveraged Finance      Multinational Group


                            SATELLITE DISTRESSED CREDITS FUND,
                            LLC

                            By: Satellite Asset Management, L.P., its
                                Investment Manager

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


                            SOUTHERN PACIFIC BANK


                            By: /s/ Mun Young Kim
                                ------------------------------------------------
                                Name: Mun Young Kim
                                Title: Vice President


                            THE SUMITOMO BANK, LIMITED, NEW
                                    YORK BRANCH


                            By: /s/ Suresh S. Tata
                                ------------------------------------------------
                                Name: Suresh S. Tata
                                Title: Senior Vice President



                                      S-7
<PAGE>   21

                            SUNTRUST BANK CENTRAL FLORIDA, N.A.


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


                            TORONTO DOMINION (TEXAS), INC.


                            By: /s/ Mark A. Baird
                                ------------------------------------------------
                                Name: Mark A. Baird
                                Title: Vice President


                            UNION BANK OF CALIFORNIA, N.A.


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


                                      S-8