<PAGE>   1
                                                                   EXHIBIT 10.23





                                U.S. $550,000,000

                     AMENDED AND RESTATED CREDIT AGREEMENT,

                            dated as of June 19, 1998
    (amending and restating the Credit Agreement dated as of April 29, 1997),


                                      among


                               BUDGET GROUP, INC.,

                                as the Borrower,


                         CERTAIN FINANCIAL INSTITUTIONS,

                                 as the Lenders,


                           CREDIT SUISSE FIRST BOSTON,

             as a Co-Syndication Agent and the Administrative Agent,


                                       and


                     NATIONSBANC MONTGOMERY SECURITIES LLC,

             as a Co-Syndication Agent and the Documentation Agent.




                                   Arranged By
                           CREDIT SUISSE FIRST BOSTON
                      NATIONSBANC MONTGOMERY SECURITIES LLC




<PAGE>   2



                                TABLE OF CONTENTS

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                                                      ARTICLE I

                                           DEFINITIONS AND ACCOUNTING TERMS

1.1.     Defined Terms............................................................................................2
1.2.     Use of Defined Terms....................................................................................46
1.3.     Cross-References........................................................................................46
1.4.     Accounting and Financial Determinations.................................................................46

                                                       ARTICLE II

                                      COMMITMENTS, BORROWING PROCEDURES AND NOTES

2.1.     Commitments.............................................................................................47
2.1.1.   Loan Commitment.........................................................................................47
2.1.2.   Commitment to Issue Letters of Credit...................................................................47
2.1.3.   Lenders Not Permitted or Required To Make Loans or Issue Letters of
                  Credit Under Certain Circumstances.............................................................47
2.2.     Reduction of the Commitment Amount......................................................................48
2.2.1.   Optional ...............................................................................................48
2.2.2.   Mandatory...............................................................................................48
2.3.     Borrowing Procedure.....................................................................................49
2.4.     Continuation and Conversion Elections...................................................................49
2.5.     Funding  ...............................................................................................50
2.6.     Loan Accounts...........................................................................................50

                                                      ARTICLE III

                                       REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

3.1.     Repayments and Prepayments..............................................................................50
3.2.     Interest Provisions.....................................................................................52
3.2.1.   Rates    ...............................................................................................52
3.2.2.   Post-Maturity Rates.....................................................................................52
3.2.3.   Payment Dates...........................................................................................53
3.2.4.   Interest Rate Determination.............................................................................53
3.3.     Fees     ...............................................................................................54
3.3.1.   Commitment Fees.........................................................................................54
3.3.2.   Arrangement Fees........................................................................................54
3.3.3.   Administrative Agent's Fee..............................................................................54
</TABLE>


<PAGE>   3
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3.3.4.   Letter of Credit Face Amount Fee........................................................................54
3.3.5.   Letter of Credit Issuing Fee............................................................................54
3.3.6.   Letter of Credit Administrative Fee.....................................................................55

                                                    ARTICLE IV
                                         
                                                 LETTERS OF CREDIT
                                        
4.1.     Issuance Requests.......................................................................................55
4.2.     Issuances and Extensions................................................................................56
4.3.     Expenses ...............................................................................................56
4.4.     Other Lenders' Participation............................................................................56
4.5.     Disbursements...........................................................................................57
4.6.     Reimbursement...........................................................................................58
4.7.     Deemed Disbursements....................................................................................58
4.8.     Nature of Reimbursement Obligations.....................................................................59
4.9.     Indemnity...............................................................................................60
4.10.    Borrower's Guaranty of Reimbursement Obligations of its Subsidiaries....................................60
4.10.1.  Guaranty ...............................................................................................60
4.10.2.  Acceleration of Guaranty................................................................................61
4.10.3.  Guaranty Absolute, etc..................................................................................61
4.10.4.  Reinstatement, etc......................................................................................62
4.10.5.  Waiver, etc.............................................................................................62
4.10.6.  Postponement of Subrogation, etc........................................................................63
4.10.7.  Successors, Transferees and Assigns; Transfers of Notes, etc............................................63
4.11.    No Bankruptcy Petition Against TFFC and Budget Funding Corporation......................................64
4.12.    Original Letters of Credit..............................................................................64

                                                     ARTICLE V

                                  CERTAIN EUROCURRENCY RATE AND OTHER PROVISIONS

5.1.     Eurocurrency Rate Lending Unlawful......................................................................65
5.2.     Deposits Unavailable....................................................................................65
5.3.     Increased Eurocurrency Loan Costs, etc..................................................................65
5.4.     Funding Losses..........................................................................................66
5.5.     Increased Capital Costs.................................................................................66
5.6.     Taxes    ...............................................................................................67
5.7.     Payments, Computations, etc.............................................................................68
5.8.     Sharing of Payments.....................................................................................68
5.9.     Setoff   ...............................................................................................69
</TABLE>

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5.10.    Substitution of Lender..................................................................................69

                                                    ARTICLE VI

                                               CONDITIONS PRECEDENT

6.1.     [INTENTIONALLY OMITTED.]................................................................................70
6.2.     All Credit Extensions...................................................................................70
6.2.1.   Compliance with Warranties, No Default, etc.............................................................70
6.2.2.   Credit Request..........................................................................................71
6.2.3.   Satisfactory Legal Form.................................................................................71

                                                    ARTICLE VII

                                          REPRESENTATIONS AND WARRANTIES

7.1.     Organization, etc.......................................................................................72
7.2.     Due Authorization, Non-Contravention, etc...............................................................72
7.3.     Government Approval, Regulation, etc....................................................................73
7.4.     Validity, etc...........................................................................................73
7.5.     Financial Information; Absence of Undisclosed Liabilities...............................................73
7.6.     No Material Adverse Change; Absence of Undisclosed Liabilities..........................................74
7.7.     Litigation, Labor Controversies, etc....................................................................74
7.8.     Subsidiaries............................................................................................74
7.9.     Ownership of Properties.................................................................................74
7.10.    Taxes ..................................................................................................74
7.11.    Pension and Welfare Plans...............................................................................75
7.12.    Environmental Warranties................................................................................75
7.13.    Intellectual Property...................................................................................77
7.14.    Regulations U and X.....................................................................................77
7.15.    Accuracy of Information.................................................................................77
7.16.    Stock Purchase Agreements and Senior Note Purchase Agreements...........................................77
7.17.    Senior Indebtedness, etc................................................................................78
7.18.    No Burdensome Restrictions..............................................................................78
7.19.    Year 2000 Compatibility.................................................................................79
7.20.    Solvency ...............................................................................................79
</TABLE>

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                                                   ARTICLE VIII

                                                     COVENANTS

8.1.     Affirmative Covenants...................................................................................79
8.1.1.   Financial Information, Reports, Notices, etc............................................................79
8.1.2.   Compliance with Laws, Material Agreements, etc..........................................................82
8.1.3.   Maintenance of Properties...............................................................................83
8.1.4.   Insurance...............................................................................................83
8.1.5.   Books and Records.......................................................................................83
8.1.6.   Environmental Covenant..................................................................................83
8.1.7.   Use of Proceeds.........................................................................................84
8.1.8.   Debt Tender Offer and Consent Solicitation..............................................................84
8.1.9.   Future Subsidiaries.....................................................................................84
8.2.     Negative Covenants......................................................................................86
8.2.1.   Business Activities.....................................................................................86
8.2.2.   Indebtedness............................................................................................86
8.2.3.   Liens    ...............................................................................................89
8.2.4.   Financial Condition.....................................................................................90
8.2.5.   Investments.............................................................................................92
8.2.6.   Restricted Payments, etc................................................................................93
8.2.7.   Capital Expenditures, etc...............................................................................94
8.2.8.   Take or Pay Contracts...................................................................................95
8.2.9.   Consolidation, Merger, etc..............................................................................95
8.2.10.  Asset Dispositions, etc.................................................................................96
8.2.11.  Modification of Certain Agreements......................................................................96
8.2.12.  Transactions with Affiliates............................................................................97
8.2.13.  Negative Pledges, Restrictive Agreements, etc...........................................................97
8.2.14.  Ability to Amend; Restrictive Agreements................................................................98
8.2.15.  Accounting Changes......................................................................................98
8.2.16.  Tax Sharing Arrangements................................................................................98

                                                    ARTICLE IX

                                                 EVENTS OF DEFAULT

9.1.     Listing of Events of Default............................................................................98
9.1.1.   Non-Payment of Obligations..............................................................................98
9.1.2.   Breach of Warranty......................................................................................98
9.1.3.   Non-Performance of Certain Covenants and Obligations....................................................98
9.1.4.   Non-Performance of Other Covenants and Obligations......................................................98
9.1.5.   Default on Other Indebtedness, etc......................................................................99
9.1.6.   Judgments...............................................................................................99
9.1.7.   Pension Plans...........................................................................................99
9.1.8.   Change in Control......................................................................................100
</TABLE>

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9.1.9.   Bankruptcy, Insolvency, etc............................................................................100
9.1.10.  Impairment of Security, etc............................................................................101
9.2.     Action if Bankruptcy...................................................................................101
9.3.     Action if Other Event of Default.......................................................................101

                                                  ARTICLE X
                                        
                                                  THE AGENTS

10.1.    Actions  ..............................................................................................102
10.2.    Funding Reliance, etc..................................................................................102
10.3.    Exculpation............................................................................................103
10.4.    Successor..............................................................................................103
10.5.    Credit Extensions by Agents............................................................................103
10.6.    Credit Decisions.......................................................................................104
10.7.    Copies, etc............................................................................................104

                                                 ARTICLE XI

                                          MISCELLANEOUS PROVISIONS

11.1.    Waivers, Amendments, etc...............................................................................104
11.2.    Notices  ..............................................................................................106
11.3.    Payment of Costs and Expenses..........................................................................106
11.4.    Indemnification........................................................................................106
11.5.    Survival ..............................................................................................107
11.6.    Severability...........................................................................................108
11.7.    Headings ..............................................................................................108
11.8.    Execution in Counterparts, Effectiveness, etc..........................................................108
11.9.    Governing Law; Entire Agreement........................................................................108
11.10.   Successors and Assigns.................................................................................108
11.11.   Sale and Transfer of Loans and Notes; Participations in Loans and Notes................................108
11.11.1. Assignments............................................................................................109
11.11.2. Participations.........................................................................................110
11.12.   Other Transactions.....................................................................................111
11.13.   Independence of Covenants..............................................................................111
11.14.   Forum Selection and Consent to Jurisdiction............................................................111
11.15.   Waiver of Jury Trial...................................................................................112
</TABLE>



                                      -v-



<PAGE>   7



                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 19, 1998
(amending and restating the Credit Agreement dated as of April 29, 1997, as
amended through the date hereof), among BUDGET GROUP, INC., a Delaware
corporation ("Budget" or the "Borrower"), the various financial institutions as
are or may become parties hereto (collectively, the "Lenders"), CREDIT SUISSE
FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such
capacity, a "Co-Syndication Agent"), a co-arranger (in such capacity, a
"Co-Arranger") and the administrative agent (in such capacity, the
"Administrative Agent") for the Lenders, and NATIONSBANC MONTGOMERY SECURITIES
LLC, as a co-syndication agent (in such capacity, a "Co-Syndication Agent" and,
together with Credit Suisse First Boston, the "Co-Syndication Agents"), a
co-arranger (in such capacity, a "Co-Arranger" and, together with Credit Suisse
First Boston, the "Co-Arrangers") and the documentation agent (in such capacity,
the "Documentation Agent") for the Lenders.


                              W I T N E S S E T H:

         WHEREAS, Budget Rent A Car Corporation, a Delaware corporation and a
direct Wholly Owned Subsidiary (capitalized terms used in these recitals to have
the meanings set forth in Section 1.1 below) of the Borrower ("BRACC") has,
pursuant to the Assignment and Amendment Agreement (as defined below),
transferred all of its rights and obligations under the Credit Agreement, dated
as of April 29, 1997, among BRACC (as borrower), Budget (as guarantor), the
lenders party thereto and the Agents (as in effect immediately prior to the
effectiveness of this Agreement, the "Original Credit Agreement") and the Notes
(as defined in the Original Credit Agreement and in effect immediately prior to
the effectiveness of this Agreement) to Budget;

         WHEREAS, the Borrower is engaged directly and through its various
Subsidiaries in the business of (a) renting worldwide for general use passenger
automobiles, motorcycles, sport utility vehicles, vans, buses, truck campers,
trucks and motor homes, (b) selling in the United States late model automobiles,
vans and trucks and (c) franchising the foregoing rental business to other
Persons;

         WHEREAS, pursuant to (a) the Stock Purchase Agreement, dated as of
January 13, 1997, between BRACC and Budget (as so originally executed and
delivered, the "Budget Stock Purchase Agreement"), (b) the Preferred Stock
Purchase Agreement, dated as of January 13, 1997, between Ford Motor Company and
Budget (as so originally executed and delivered, the "Preferred Stock Purchase
Agreement") and (c) the Stock Purchase Agreement, dated as of January 13, 1997,
between John J. Nevin and Budget (as so originally executed and delivered, the
"Common Stock Purchase Agreement", and, together with the Budget Stock Purchase
Agreement and the Preferred Stock Purchase Agreement, the "Stock Purchase
Agreements"), Budget acquired the Capital Stock of BRACC and purchased certain
Indebtedness of BRACC for approximately $275,000,000 in cash and the issuance of
shares of a new series of non-dividend paying, non-voting convertible preferred
stock of Budget (the "BRACC Acquisition");





<PAGE>   8



         WHEREAS, in connection with the BRACC Acquisition, Budget arranged for
the refinancing of approximately $850,500,000 of indebtedness under various
vehicle financing facilities of BRACC and its Subsidiaries pursuant to, among
other things, a rental car asset-backed commercial paper program (the "CP
Program") through a special purpose, bankruptcy remote, Wholly Owned Subsidiary
of BRACC ("Budget Funding Corporation");

         WHEREAS, the Borrower desires to obtain Commitments from the Lenders
pursuant to which

                  (a) Loans will be made to the Borrower from time to time prior
         to the Loan Commitment Termination Date; and

                  (b) Letters of Credit will be issued by the Issuer for the
         account of the Borrower and certain of its Subsidiaries and under the
         several responsibilities of the Lenders from time to time prior to the
         Letter of Credit Commitment Termination Date;

in maximum aggregate principal amount for Loans and Stated Amount for Letters of
Credit outstanding at any one time not to exceed in the aggregate $550,000,000;

         WHEREAS, the Lenders and the Issuer are willing, on the terms and
subject to the conditions hereinafter set forth (including Article VI), to
extend such Commitments, make such Loans to the Borrower and issue and
participate in such Letters of Credit; and

         WHEREAS, the proceeds

                  (a) of such Loans will be used for general corporate purposes
         of the Borrower and its Subsidiaries; and

                  (b) of such Letters of Credit will be used by the Borrower and
         its Subsidiaries

                           (i) as credit and/or liquidity enhancement for
                  commercial paper or similar fleet financing programs
                  (including the CP Program) (the "Enhancement Letters of
                  Credit") and

                           (ii) for other general corporate purposes (the
                  "General Letters of Credit");

         NOW, THEREFORE, the parties hereto agree as follows:




                                      -2-
<PAGE>   9



                                    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):

         "ABR Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

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

         "Account Party" means (a) the Borrower, (b) in the case of the CP
Enhancement Letter of Credit, Budget Funding Corporation, and (c) any Subsidiary
Guarantor or SPC for the account of which a Letter of Credit is issued in
accordance with Article IV.

         "Adjusted Debt" means, at any time, the sum of (a) Non-Vehicle Debt at
such time plus (b) the maximum amount available for drawing under each letter of
credit constituting Indebtedness of the Borrower or any of its Subsidiaries and
which provides credit enhancement or liquidity enhancement to a commercial paper
or other fleet financing program (including Enhancement Letters of Credit),
whether or not drawn and whether or not any conditions to drawing can then be
met at such time.

         "Adjusted EBITDA" means, for any applicable period, the excess of

                  (a) EBITDA for such period

over

                  (b) to the extent added in arriving at such EBITDA, the sum of
         (i) the aggregate amount of depreciation in respect of Vehicles during
         such period plus (ii) Vehicle Interest Expense during such period.

         "Adjusted Leverage Ratio" means, at the end of any Fiscal Quarter, the
ratio of

                  (a) Net Adjusted Debt as at the last day of such Fiscal
         Quarter;

to

                  (b) Adjusted EBITDA for the four consecutive Fiscal Quarters
         ending on the last day of such Fiscal Quarter.



                                      -3-
<PAGE>   10



         "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 10.4.

         "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.

         "Agents" means the Co-Syndication Agents, the Documentation Agent and
the Administrative Agent.

         "Aggregate Interest Expense" is defined in clause (a) of the definition
of "Non-Vehicle Interest Expense".

         "Agreement" means, on any date, this Amended and Restated Credit
Agreement as originally in effect on the Amendment Effective 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 and with respect to all ABR
Loans, 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 that portion of any
Loans maintained as ABR Loans 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.


                                      -4-
<PAGE>   11




         "Amendment Effective Date" means the date this Agreement becomes
effective pursuant to the terms and conditions of the Assignment and Amendment
Agreement.

         "Amendment Effective Date Certificate" means the certificate executed
and delivered by the Borrower pursuant to Section 4.12 of the Assignment and
Amendment Agreement, substantially in the form of Exhibit I hereto.

         "Applicable Commitment Fee" means, as of any date, a per annum fee on
the average daily unused portion of the Commitment Amount determined pursuant to
the following pricing grid (expressed in basis points), subject to the
provisions of this definition set forth below:

                                  PRICING GRID

<TABLE>
<CAPTION>
                                                      APPLICABLE
         ADJUSTED LEVERAGE RATIO                    COMMITMENT FEE
         -----------------------                    --------------   
         <S>                                        <C>    
                 X >= 2.0                                 37.5
           X >= 1.0, but < 2.0                            30.0
           X >= 0.75, but < 1.0                           25.0
                 X < 0.75                                 20.0
</TABLE>

         The Applicable Commitment Fee on the average daily unused portion of
the Commitment Amount, at any time from and including the Amendment Effective
Date to (but not including) the date on which the Administrative Agent receives
the Compliance Certificate for the Fiscal Quarter ending on or about December
31, 1998, shall be 37.5 basis points per annum at such time.

         The Applicable Commitment Fee, at any time from and after the date on
which the Administrative Agent receives the Compliance Certificate for the
Fiscal Quarter ending on or about December 31, 1998, on the average daily unused
portion of the Commitment Amount, shall be determined pursuant to the Pricing
Grid above at such time. At all times that the Applicable Commitment Fee is
determined by reference to the Pricing Grid, "X" refers to the Adjusted Leverage
Ratio, which ratio shall be determined based upon the Compliance Certificate
delivered pursuant to clause (c) of Section 8.1.1 and shall remain in effect
until such time as the next Compliance Certificate shall be delivered (and, at
such time, the Applicable Commitment Fee shall change based on such next
Compliance Certificate); provided, however, that, if any such Compliance
Certificate is not delivered to the Administrative Agent on or prior to the date
required pursuant to clause (c) of Section 8.1.1, the Applicable Commitment Fee
from and including the date on which such Compliance Certificate was required to
be delivered to but not including the actual date of delivery of such Compliance
Certificate shall conclusively equal the highest Applicable Commitment Fee.

         "Applicable Margin" means, with respect to any Loan of any type, as of
any date, the rate per annum determined pursuant to the following pricing grid
(expressed in basis points), subject to the provisions of this definition set
forth below:

                                      -5-
<PAGE>   12

                                  PRICING GRID

<TABLE>
<CAPTION>
                                      EUROCURRENCY LOAN               ABR LOAN
 ADJUSTED LEVERAGE RATIO              APPLICABLE MARGIN           APPLICABLE MARGIN
 -----------------------              -----------------           -----------------
<S>                                   <C>                         <C>
         X >= 3.5                            225                         125
   X >= 3.0, but < 3.5                       200                         100
   X >= 2.0, but < 3.0                       175                          75
   X >= 1.0, but < 2.0                       150                          50
   X >= 0.75, but < 1.0                      125                          25
         X < 0.75                            100                           0
</TABLE>

         The Applicable Margin, at any time from and including the Amendment
Effective Date until the date on which the Administrative Agent receives the
Compliance Certificate for the Fiscal Quarter ending on or about December 31,
1998, for the Loans shall be 175 basis points as to Eurocurrency Loans and 75
basis points as to ABR Loans at such time.

         The Applicable Margin, at any time from and after the date on which the
Administrative Agent receives the Compliance Certificate for the Fiscal Quarter
ending on or about December 31, 1998, for Loans, shall be determined pursuant to
the Pricing Grid above at such time. At all times that the Applicable Margin is
determined by reference to the Pricing Grid, "X" refers to the Adjusted Leverage
Ratio, which ratio shall be determined based upon the Compliance Certificate
delivered pursuant to clause (c) of Section 8.1.1 and shall remain in effect
until such time as the next Compliance Certificate shall be delivered (and, at
such time, the Applicable Margin shall change based on such next Compliance
Certificate); provided, however, that, if any such Compliance Certificate is not
delivered to the Administrative Agent on or prior to the date required pursuant
to clause (c) of Section 8.1.1, the Applicable Margin for Loans from and
including the date on which such Compliance Certificate was required to be
delivered to but not including the actual date of delivery of such Compliance
Certificate shall conclusively equal the highest Applicable Margin for Loans set
forth above.

         "Assignee Lender" is defined in Section 11.11.1.

         "Assignment and Amendment Agreement" means the Assignment, Assumption
and Amendment Agreement, dated as of June 19, 1998, among BRACC, Budget, the
lenders under the Original Credit Agreement, the Lenders as of the Amendment
Effective Date and the Agents.

         "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 of the
Original Credit Agreement or Section 4.2 of the Assignment and Amendment
Agreement; provided that, with respect to calculations relating to the financial
covenants or the Borrowing Base Amount or any component thereof or the delivery
of financial 

                                      -6-
<PAGE>   13

statements and related financial reports, Compliance Certificates, 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 (including the proviso to clause (b) of
Section 8.1.9) or any other Loan 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.

         "Base Indenture" means the Amended and Restated Base Indenture, dated
as of December 1, 1996, among TFFC, the Borrower and Bankers Trust Company, as
in effect on the date hereof.

         "Borrower" is defined in the preamble.

         "Borrower Pledge Agreement" means that certain Parent Pledge Agreement
(as defined in and executed and delivered pursuant to the Original Credit
Agreement and in effect immediately prior to effectiveness of this Agreement),
dated as of the Closing Date, as amended and restated in the form of the Amended
and Restated Borrower Pledge Agreement attached as Exhibit F-1 hereto and dated
as of the Amendment Effective Date, as the same may be amended, supplemented,
restated or otherwise modified from time to time.

         "Borrower Security Agreement" means that certain Parent Security
Agreement (as defined in and executed and delivered pursuant to the Original
Credit Agreement and in effect immediately prior to effectiveness of this
Agreement), dated as of the Closing Date, as amended and restated in the form of
the Amended and Restated Borrower Security Agreement attached as Exhibit G-1
hereto and dated as of the Amendment Effective Date, as the same may be amended,
supplemented, restated or otherwise modified from time to time.

         "Borrowing" means the Loans of the same type and, in the case of
Eurocurrency Loans, having the same Interest Period made by all Lenders on the
same Business Day and pursuant to the same Borrowing Request in accordance with
Section 2.1.

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

                  (a)  85% of Eligible Receivables at such time;

plus

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

                                      -7-
<PAGE>   14

plus

                  (c) the sum of (i) 90% of the Net Book Value of all Eligible
         Repurchase Vehicles at such time and (ii) 85% of the Non-Repurchase
         Value of all Eligible Non-Repurchase Vehicles at such time;

plus

                  (d) on or prior to the date financial statements with respect
         to the second Fiscal Quarter of the 1998 Fiscal Year have been
         delivered by the Borrower pursuant to Section 8.1.1, $221,500,000, and,
         thereafter, 35% of the Net Worth of the Borrower as of the last day of
         the most recently completed Fiscal Quarter with respect to which,
         pursuant to Section 8.1.1, financial statements have been delivered by
         the Borrower; provided that in no event shall the amount added to the
         Borrowing Base Amount pursuant to this clause (d) exceed the sum of the
         preceding clauses (a) through (c);

provided, however, that, at any time during an Investment Grade Period or on or
subsequent to the Collateral Release Date, the Borrowing Base Amount shall be
deemed to equal the Commitment Amount then in effect.

         "Borrowing Base Certificate" means a certificate duly completed and
executed by an Authorized Signatory of the Borrower, substantially in the form
of Exhibit E 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 4.16 of the
         Assignment and Amendment Agreement and clause (f) 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.

         "Borrowing Request" means a Loan request and certificate duly executed
by an Authorized Officer of the Borrower, substantially in the form of Exhibit
B-1 hereto.

         "BRACC" is defined in the preamble.

         "BRACC Acquisition" is defined in the third recital.

         "Budget" is defined in the preamble.

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

                                      -8-
<PAGE>   15

         "Budget Capital Trust Documents" means, collectively, the Amended and
Restated Declaration of Trust dated as of June 19, 1998, among the Borrower, The
Bank of New York, as Property Trustee, The Bank of New York (Delaware), 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" is defined in the fourth recital.

         "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 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

                  (a) 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; and

                  (b) relative to the making, continuing, converting, prepaying
         or repaying of any Eurocurrency Loans, any day described in clause (a)
         above on which dealings in Dollars are carried on in the London
         interbank market.

         "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 

                                      -9-
<PAGE>   16

Loan 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.

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

         "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of property of the Borrower or any of its Subsidiaries.

         "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 $1,000,000, such
proceeds or awards shall not constitute Casualty Proceeds), but excluding any
proceeds or awards required to be paid to 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
         30% 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 twenty-four 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

                                      -10-
<PAGE>   17

         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
         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 A Notes, the Series
         B Notes or any other Subordinated Debt shall have occurred.

         "Closing Date" means April 29, 1997, the date on which Credit
Extensions were first made under the Original Credit Agreement.

         "Co-Arranger" and "Co-Arrangers" are defined in the preamble.

         "Co-Syndication Agent" and "Co-Syndication Agents" are defined in the
preamble.

         "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 that certain Collateral Agency
Agreement, dated as of March 13, 1998, among BRACC, as grantor, TFFC, as nominee
titleholder, the Collateral Agent, not in its individual capacity but solely as
collateral agent for the Administrative Agent, and the Administrative Agent that
was executed and delivered pursuant to the Third Amendment (as defined in the
Original Credit Agreement), a conformed copy of which is attached as Exhibit L
hereto, as the same may be amended, supplemented, restated or otherwise modified
from time to time.

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

         "Collateral Release Date" means any date on which (a) the long-term
senior unsecured debt of the Borrower is rated BBB- (or better) by S&P and Baa3
(or better) by Moody's, (b) no Default has occurred and is then continuing, (c)
the Borrower has provided the Administrative Agent with evidence reasonably
satisfactory to the Administrative Agent of the existence of such ratings and
(d) the Borrower has provided written notice to the Administrative Agent that
the Collateral (as defined in any Loan Document) shall be released as a result
of such ratings.

         "Commitment" means, as the context may require, a Lender's Loan
Commitment and/or Letter of Credit Commitment.

         "Commitment Amount" means, on any date, $550,000,000, as such amount
may be reduced from time to time pursuant to Section 2.2.

                                      -11-
<PAGE>   18

         "Commitment Termination Event" means

                  (a) the occurrence of any Default described in clauses (a)
         through (d) of Section 9.1.9; or

                  (b) the occurrence and continuance of any other Event of
         Default and either

                           (i) the declaration of all or any portion of the
                  Loans to be due and payable pursuant to Section 9.3, or

                           (ii) 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.

         "Compliance Certificate" means a certificate duly completed and
executed by an Authorized Officer of the Borrower, substantially in the form of
Exhibit D hereto, together with such changes thereto as the Administrative Agent
may from time to time reasonably request for the purpose of monitoring the
Borrower's compliance with the financial covenants contained herein.

         "Consent Solicitation" is defined in the Assignment and Amendment
Agreement.

         "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 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.

         "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit C hereto.

         "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" is defined in the Assignment and
Amendment Agreement.


                                      -12-
<PAGE>   19

         "CP Enhancement Letter of Credit" means the Letter of Credit, dated as
of the Closing Date, of Credit Suisse First Boston, issued pursuant to the terms
hereof and of the CP Enhancement Letter of Credit Application and Agreement.

         "CP Enhancement Letter of Credit Application and Agreement" means the
Letter of Credit Reimbursement Agreement, dated as of the Closing Date, among
BRACC, Budget Funding Corporation, the Issuer and the Lessees from time to time
designated thereunder.

         "CP Program" is defined in the fourth recital.

         "Credit Extension" means and includes (a) the advancing of any Loans by
the Lenders in connection with a Borrowing, and (b) any issuance or extension by
the Issuer of a Letter of Credit (including any increase in the Stated Amount
thereof).

         "Credit Extension Request" means, as the context may require, any
Borrowing Request or Issuance Request.

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

         "Cruise America Acquisition" means the merger on February 27, 1998 of
CA Acquisition Corporation, a Wholly Owned Subsidiary of Budget, with and into
Cruise America, Inc., as a result of which Cruise America, Inc. became a Wholly
Owned Subsidiary of Budget, as more fully described in the Proxy
Statement/Prospectus of Cruise America, Inc. and Budget, dated December 29,
1997.

         "Debt Tender Offer" is defined in the Assignment and Amendment
Agreement.

         "Debt Tender Offer/Consent Solicitation Documents" is defined in the
Assignment and Amendment Agreement.

         "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 I" means the promissory note dated as of
the Closing Date, issued by BRACC to TFFC.

         "Demand Capitalization Note II" means the promissory note dated as of
the Amendment Effective Date, issued by the Borrower to TFFC in connection with
the Rental Car Asset Backed Notes, Series 1998-2, issued pursuant to the MTN
Issuance (as defined in the Assignment and Amendment Agreement).

         "Demand Capitalization Note III" means the promissory note dated as of
the Amendment Effective Date, issued by the Borrower to TFFC in connection with
the Rental Car Asset Backed Notes, Series 1998-3, issued pursuant to the MTN
Issuance (as defined in the Assignment and Amendment Agreement).

                                      -13-
<PAGE>   20

         "Demand Capitalization Note IV" means the promissory note dated as of
the Amendment Effective Date, issued by the Borrower to TFFC in connection with
the Rental Car Asset Backed Notes, Series 1998-4, issued pursuant to the MTN
Issuance (as defined in the Assignment and Amendment Agreement).

         "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 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.

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

         "Disbursement Date" is defined in Section 4.5.

         "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, 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.

         "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 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.

                                      -14-
<PAGE>   21

         "Documentation Agent" is defined in the preamble.

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

         "Domestic Office" means, relative to any Lender, the office of such
Lender designated as such opposite its name in Schedule II hereto or designated
in the Lender Assignment Agreement or such other office of a Lender (or any
successor or assign of such Lender) within the United States as may be
designated from time to time by notice from such Lender, as the case may be, to
each other Person party hereto. A Lender may have separate Domestic Offices for
purposes of making, maintaining or continuing ABR Loans.

         "EBITDA" means, for any applicable period, the sum for such period of

                  (a) Net Income (excluding therefrom (i) the effect of any
         non-cash gains (or non-cash losses), (ii) any write-up in the value of
         any asset, (iii) the income (or losses) of any Person (other than the
         Borrower or any other Subsidiary of the Borrower) in which the Borrower
         or any of its Subsidiaries has an ownership interest, except to the
         extent of the amount of dividends or other distributions actually paid
         in cash to (or the amount of contributions to capital actually made in
         cash by) the Borrower or any of its Subsidiaries by (or in) such Person
         during such period, (iv) except where the provisions hereof expressly
         require a pro forma determination, the income (or loss) of any Person
         accrued prior to the date it becomes a Subsidiary of the Borrower or is
         merged into or consolidated with the Borrower or any of its
         Subsidiaries or the date that such other Person's assets are acquired
         by the Borrower or any of its Subsidiaries and (v) the income of any
         Subsidiary of the Borrower to the extent that the declaration or
         payment of dividends or similar distributions by such Subsidiary of
         that income is not at the time permitted by operation of the terms of
         its charter or any agreement, instrument, judgment, decree, order,
         statute, rule or governmental regulation applicable to that Subsidiary)

plus

                  (b) to the extent deducted in arriving at such Net Income, the
         sum, without duplication, of (i) Aggregate Interest Expense, plus (ii)
         taxes computed on the basis of income plus (iii) the aggregate amount
         of depreciation and amortization of tangible and intangible assets.

         "Effective Date" means the date the Original Agreement became effective
pursuant to Section 12.8 thereof.

         "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 

                                      -15-
<PAGE>   22

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 Liens in favor of the Administrative
         Agent for the benefit of the Lenders, by the Administrative Agent or a
         third party acting solely as agent for the Administrative Agent
         pursuant to a written agreement (provided that such third party is (i)
         a Federal Reserve bank, (ii) a bank which is a member of the Federal
         Deposit Insurance Corporation and which has combined capital, surplus
         and undivided profits of not less than $250,000,000 or (iii) a bank
         approved in writing for such purposes by the Required 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);

                  (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;

                  (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 Deposit Account Agreement (as defined in the
         Borrower 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;

                                      -16-
<PAGE>   23

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 $15,000,000.

         "Eligible Manufacturer" means any of the following: Chrysler
Corporation, 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, SAAB Automobile, Navistar International, Isuzu Motors
Ltd., Bavarian Motor Works, Mercedes Benz AG, Porsche AG and Volvo AB; 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 shall have been taken by the Borrower.

         "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
         Lenders;

                  (b) the Administrative Agent has a security interest in such
         Receivable, which security interest is legal, valid, binding, perfected
         and first priority under the U.C.C. or under the analogous secured
         transactions law of any Canadian province; 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");

                                      -17-
<PAGE>   24

                           (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
                  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 Lenders;

                  (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 Account is subject to any dispute, setoff,
         counterclaim or other claim or defense on the part of the Account
         Debtor denying liability under such Receivable, the portion of such
         Account 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

                                      -18-
<PAGE>   25

                  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,

                           (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 clauses (b) through (d) of
                  Section 9.1.9;

                  (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;

                  (l) 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 5% 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 

                                      -19-
<PAGE>   26

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 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.

         "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.

         "Enhancement Letters of Credit" is defined in clause (b)(i) of the
seventh recital.

                                      -20-
<PAGE>   27

         "Environmental Laws" means all applicable federal, state 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 each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections thereto.

         "Eurocurrency Loan" means a Loan bearing interest, at all times during
an Interest Period applicable to such Loan, at a fixed rate of interest
determined by reference to the Eurocurrency Rate (Reserve Adjusted).

         "Eurocurrency Office" means, relative to any Lender, the office of such
Lender designated as such opposite its name in Schedule II hereto or designated
in the Lender Assignment Agreement or such other office of a Lender (or any
successor or assign of such Lender) as designated from time to time by notice
from such Lender to the Borrower and the Administrative Agent, whether or not
outside the United States, which shall be making or maintaining Eurocurrency
Loans of such Lender hereunder.

         "Eurocurrency Rate" means, relative to any Interest Period, with
respect to Eurocurrency Loans, an interest rate per annum equal to:

                  (a) the rate determined by the Administrative Agent at
         approximately 11:00 a.m. (London, England time) two Business Days prior
         to the beginning of such Interest Period for delivery on the first day
         of such Interest Period by reference to the British Bankers'
         Association Interest Settlement Rates for deposits in Dollars (as set
         forth by any service selected by the Administrative Agent which has
         been nominated by the British Bankers' Association as an authorized
         information vendor for the purpose of displaying such rates) for a
         period equal to such Interest Period; or

                  (b) if such rate cannot be determined by the Administrative
         Agent in accordance with clause (a) above, the average (rounded upward
         to the nearest whole multiple of 1/100 of 1% per annum, if such average
         is not such a multiple) of the rates per annum at which deposits in
         Dollars are offered by the Eurocurrency Office of each of the Reference
         Lenders in London, England to prime banks in the London interbank
         market at or about 11:00 a.m. (London, England time) two Business Days
         before the first day of such Interest Period in an amount substantially
         equal to such Reference Lender's Eurocurrency Loan comprising part of
         such Borrowing to be outstanding during such Interest Period and for a
         period equal to such Interest Period; provided that any determination
         of the Eurocurrency Rate for any Interest Period pursuant to this
         clause (b) shall be determined by the Administrative Agent on the basis
         of applicable rates furnished to and received by the Administrative
         Agent from the Reference Lenders two Business Days before the first day
         of such Interest Period, subject, however, to the provisions of Section
         3.2.4.

                                      -21-
<PAGE>   28

         "Eurocurrency Rate (Reserve Adjusted)" means, relative to any Loan to
be made, continued or maintained as, or converted into, a Eurocurrency Loan for
any Interest Period, a rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) determined pursuant to the following formula:

         Eurocurrency Rate                          Eurocurrency Rate 
                                   =     -------------------------------------- 
         (Reserve Adjusted)              1.00 - Eurocurrency Reserve Percentage

The Eurocurrency Rate (Reserve Adjusted) for any Interest Period for
Eurocurrency Loans will be determined by the Administrative Agent on the basis
of the Eurocurrency Reserve Percentage in effect two Business Days before the
first day of such Interest Period.

         "Eurocurrency Reserve Percentage" means, relative to any Interest
Period for Eurocurrency Loans, the reserve percentage (expressed as a decimal)
equal to the maximum aggregate reserve requirements (including all basic,
emergency, supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
specified under regulations issued from time to time by the F.R.S. Board and
then applicable to assets or liabilities consisting of and including
"Eurocurrency Liabilities", as currently defined in Regulation D of the F.R.S.
Board, having a term approximately equal or comparable to such Interest Period.

         "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 (as defined in the Subsidiary Security Agreement), 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) subject to a Lien which is not a Lien in
favor of the Administrative Agent for the benefit of the Lenders and (b) (i) an
obligation payable to TFFC in respect of Vehicles leased or financed pursuant to
a Lease (as defined in the Base Indenture), (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, (v) an obligation of a Person in 

                                      -22-
<PAGE>   29

respect of the renting or leasing of a Vehicle securing Vehicle Debt assumed in
respect of a Permitted Business Acquisition, provided (A) such Vehicle Debt and
the security interest in such obligation securing such Vehicle Debt was not
created in anticipation of such Permitted Business Acquisition and (B) such
obligation shall no longer be an Excluded Receivable following the earliest to
occur of (1) the repayment of such Vehicle Debt, (2) the release of such
security interest and (3) the elapsing of 180 days from the initial closing with
respect to such Permitted Business Acquisition (or, in the case of the Cruise
America Acquisition, 270 days) or (vi) an obligation of a franchisee of the
Borrower or any of its 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.

         "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 Vehicle of such
model class and model year then currently pledged under the Credit 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
Credit Agreement or based upon such other methodology approved by the
Supermajority Lenders. Notwithstanding the foregoing, the "Fair Market Value" of
a motorhome, camper or van conversion means the market value of such vehicle as
specified in the most recently published version of the Kelly Blue Book.

         "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.

                                      -23-
<PAGE>   30

         "Fee Letter" is defined in Section 3.3.2.

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

         "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 "1997 Fiscal Year") refer to the Fiscal Year
ending on the December 31 occurring during such calendar year.

         "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 the Borrower or any of its Subsidiaries
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 and/or Pledged Notes (as
such terms are defined in the Pledge Agreements).

         "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.

         "Franchisee Acquisition" means any Business Acquisition in respect of a
Person that was a franchisee of the Borrower or any of its Subsidiaries on the
Effective Date, so long as the consideration paid in connection with such
Business Acquisition consisted solely of Capital Stock of the Borrower issued in
connection therewith and the assumption of Vehicle Debt (if any).

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

         "GAAP" is defined in Section 1.4.

         "General Letters of Credit" is defined in clause (b)(ii) of the seventh
recital.

         "Guarantor" means, collectively, each Subsidiary Guarantor and each
other Person (if any) that guarantees the monetary obligations of the Borrower
under the Loan Documents.

         "Guaranty" means, as the context may require, the Subsidiary Guaranty
or any other guaranty pursuant to which a Person other than a Subsidiary
Guarantor guarantees the monetary obligations of the Borrower under the Loan
Documents.

         "Guaranteed Obligations" is defined in Section 4.10.1.

                                      -24-
<PAGE>   31

         "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 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 Loan Document refer to this Agreement or such
other Loan Document, as the case may be, as a whole and not to any particular
Section, paragraph or provision of this Agreement or such other Loan 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 

                                      -25-
<PAGE>   32

         of at least A-1 and Moody's of at least P-1 or any obligation that has
         ratings from S&P and Moody's at least equivalent to A-1 and P-1,
         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-1 and P-1, 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-1 and P-1,
         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 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-1 and P-1, 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 million, 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-1
         fund 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-1 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-1 by S&P and P-1 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-1 by S&P and P-1 by Moody's,
         provided that:

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

                                      -26-
<PAGE>   33

                           (B) the Collateral Securities are held free and clear
                  of any other Lien by the Administrative Agent or an
                  independent third party acting solely as agent for the
                  Administrative Agent, provided that any such third party (1)
                  is (x) a Federal Reserve bank, (y) a bank which is a member of
                  the Federal Deposit Insurance Corporation and which has
                  combined capital, surplus and undivided profits of not less
                  that $250 million, or (z) a bank approved in writing for such
                  purpose by the Required Lenders, and (2) certifies in writing
                  to the Administrative Agent (or delivers to the Administrative
                  Agent a written opinion of counsel to such third party) that
                  such third party holds the Collateral Securities free and
                  clear of any Lien, as agent for the Administrative Agent;

                           (C) a perfected first security interest under the
                  Uniform Commercial Code 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;

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

                           (E) 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 Quarterly Payment Date;

                           (F) 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

                           (G) 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" is defined in the Assignment and Amendment
Agreement.

         "High Tides Debentures Indenture" means the Junior Subordinated
Indenture dated as of June 19, 1998, between the Borrower and The Bank of New
York, 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.

                                      -27-
<PAGE>   34

         "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 is of a "going concern" or similar nature;

                  (b) which relates to the limited scope of examination of
         matters relevant to such financial statement; or

                  (c) 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 8.2.4.

         "including" and "include" means including without limiting the
generality of any description preceding such term, and, for purposes of this
Agreement and each other Loan 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.

         "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

                                      -28-
<PAGE>   35

                  (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 11.4.

         "Indemnified Parties" is defined in Section 11.4.

         "Independent Accountant's Report" means the report of a firm of
nationally recognized independent public accountants (who may also render other
services to the Servicer) to the effect that they have performed certain agreed
upon procedures with respect to (a) the calculation of disposition proceeds
obtained from the sale or other disposition of all Non-Repurchase Vehicles
(other than casualties) sold or otherwise disposed of during each Related Month
in such period and compared such calculations of disposition proceeds with the
corresponding amounts set forth in the Monthly Reports prepared by the Borrower
and the Servicer, (b) the calculation of the Net Book Value of all Pledged
Vehicles and the Non-Repurchase Value of all Non-Repurchase Vehicles for the
Related Month and compared such amounts with the corresponding amounts set forth
in the Monthly Reports, and that on the basis of such comparison such
accountants are of the opinion that such amounts are in agreement, except for
such exceptions as they do not believe to be material and such other exceptions
as shall be set forth in such report and acceptable to the Administrative Agent.

         "Interest Coverage Ratio" means, at the end of any Fiscal Quarter, the
ratio of

                  (a) Adjusted EBITDA for the four consecutive Fiscal Quarters
         ending on the last day of such Fiscal Quarter

to

                  (b) Non-Vehicle Interest Expense for the four consecutive
         Fiscal Quarters ending on the last day of such Fiscal Quarter.

         "Interest Period" means, relative to any Eurocurrency Loan, the period
beginning on (and including) the date on which such Eurocurrency Loan is made or
continued as, or converted into, a Eurocurrency Loan pursuant to Section 2.3 or
2.4 and ending on (but excluding) the day which numerically corresponds to such
date one, two, three or six months thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such month) as the
Borrower may select in its relevant notice pursuant to Section 2.3 or 2.4;
provided, however, that

                  (a) the Borrower shall not be permitted to select Interest
         Periods to be in effect at any one time which have expiration dates
         occurring on more than seven different dates;

                  (b) Interest Periods commencing on the same date for Loans
         comprising part of the same Borrowing shall be of the same duration;

                                      -29-
<PAGE>   36

                  (c) if such Interest Period would otherwise end on a day which
         is not a Business Day, such Interest Period shall end on the next
         following Business Day (unless, if such Interest Period applies to
         Eurocurrency Loans, such next following Business Day is the first
         Business Day of a calendar month, in which case such Interest Period
         shall end on the Business Day next preceding such numerically
         corresponding day); and

                  (d) no Interest Period may end later than the Stated Maturity
         Date.

         "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.

         "Investment Grade Period" means any period in which (a) the long-term
senior unsecured debt of the Borrower is rated BBB- (or better) by S&P or Baa3
(or better) by Moody's and (b) the Borrower has provided the Administrative
Agent with evidence reasonably satisfactory to the Administrative Agent of the
existence of such rating.

         "Investment Grade Period Termination Date" means the date on which the
long-term senior unsecured debt of the Borrower is no longer rated BBB- (or
better) by S&P or Baa3 (or better) by Moody's.

         "Issuance Request" means a request and certificate duly executed by an
Authorized Officer of the Borrower, in substantially the form of Exhibit B-2
attached hereto (with such changes thereto as may be agreed upon from time to
time by the Administrative Agent and the Borrower).

         "Issuer" means Credit Suisse First Boston or any of its affiliates,
and/or any other Lender having short-term credit ratings of A-1 (or better) from
S&P and P-1 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).

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

                                      -30-
<PAGE>   37

         "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 11.11.1.

         "Letter of Credit" means, collectively, Enhancement Letters of Credit
and General Letters of Credit, 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.

         "Letter of Credit 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 2.1.2.

         "Letter of Credit Commitment Termination Date" means the earliest of

                  (a) the first Business Day prior to the Stated Maturity Date;

                  (b) the date on which the Commitment Amount is terminated in
         full or reduced to zero pursuant to Section 2.2; and

                  (c) the date on which any Commitment Termination Event occurs.

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

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

         "Leverage Ratio" means, at the end of any Fiscal Quarter, the ratio of

                  (a)  Adjusted Debt as at the last day of such Fiscal Quarter

to

                  (b) Adjusted EBITDA for the four consecutive Fiscal Quarters
         ending on the last day of such Fiscal Quarter.

         "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or 

                                      -31-
<PAGE>   38

other priority or preferential arrangement of any kind or nature whatsoever, to
secure payment of a debt or performance of an obligation.

         "Liquidity Facility" means the Liquidity Agreement, dated as of the
Effective Date, among Budget Funding Corporation, the lenders party thereto and
Credit Suisse First Boston, as the Liquidity Agent for such lenders, as the same
may be amended, supplemented, extended, amended and restated, replaced or
otherwise modified from time to time in accordance with the terms hereof.

         "Liquidity Obligation" is defined in Section 4.5.

         "Loan" is defined in Section 2.1.1.

         "Loan Commitment" means, relative to any Lender, such Lender's
obligation to make Loans pursuant to Section 2.1.1.

         "Loan Commitment Termination Date" means the earliest of

                  (a)  the Stated Maturity Date;

                  (b) the date on which the Commitment Amount is terminated in
         full or reduced to zero pursuant to Section 2.2; and

                  (c) the date on which any Commitment Termination Event occurs.

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

         "Loan Document" means this Agreement, the Notes, the Pledge Agreements,
the Security Agreements, the Subsidiary Guaranty, the Letters of Credit, the
Enhancement Letter of Credit Application and Agreements, the Foreign Pledge
Agreements, the Deposit Account Agreements (as defined in the Security
Agreements), the Assignment and Amendment Agreement and each other agreement,
certificate, document or instrument delivered in connection with this Agreement
and such other agreements, whether or not specifically mentioned herein or
therein.

         "LOC Liquidity Disbursement" means, with respect to any Enhancement
Letter of Credit, any drawing thereunder to the extent such drawing is for the
purpose of providing liquidity support to Budget Funding Corporation or another
SPC which has issued highly-rated commercial paper in connection with the
financing of Vehicles, including any LOC Liquidity Disbursement (as defined in
the CP Enhancement Letter of Credit Application and Agreement) under the CP
Enhancement Letter of Credit and the portion of any LOC Termination Disbursement
(as defined in the CP Enhancement Letter of Credit Application and Agreement)
allocable to Budget Funding Corporation.

         "Manufacturer" means a manufacturer of Pledged Vehicles.

                                      -32-
<PAGE>   39

         "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 $3,500,000 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 an event described in any of clauses
(a) through (e) of Section 9.1.9 with respect to such Manufacturer, (d) such
Manufacturer is no longer an Eligible Manufacturer or (e) the Repurchase Program
of a Manufacturer shall no longer be an Eligible Repurchase Program.

         "Monthly Report" means a report specifying (a) the vehicle
identification numbers for all Pledged Vehicles pledged under the Credit
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.

         "NationsBanc" is defined in the preamble.

         "Net Adjusted Debt" means, at any time, the excess of

                  (a) Adjusted Debt at such time

over

                  (b) the amount obtained by taking the average of Unrestricted
         Cash at such time and the amount of Unrestricted Cash as of the last
         Business Day of each of the preceding two calendar months.

                                      -33-
<PAGE>   40

         "Net Book Value" means, with respect to a Pledged Vehicle, (a) 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, (b) as of the Initial Determination Date for such
Pledged Vehicle, (i) the Starting Net Book Value for such Pledged Vehicle minus
(ii) 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, (c) as of any Determination Date after the
Initial Determination Date, (i) the Net Book Value of such Pledged Vehicle as
calculated on the immediately preceding Determination Date minus (ii) 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 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.

         "Net Disposition Proceeds" means the excess of

                  (a) the gross cash proceeds received by the Borrower or any of
         its Subsidiaries from any sale, transfer or conveyance of assets
         permitted pursuant to clause (c) of Section 8.2.10 excluding any such
         sale, transfer or conveyance permitted pursuant to clause (a) of
         Section 8.2.10 (collectively referred to herein for purposes of this
         definition as a "permitted disposition") and 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
         permitted disposition (provided that, in the event the aggregate amount
         of such proceeds resulting from any such permitted disposition
         (including all related dispositions) does not exceed $1,000,000, such
         proceeds shall not constitute Net Disposition Proceeds)

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
                  permitted 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 permitted disposition;

                                      -34-
<PAGE>   41

         plus

                           (iii) payments made by the Borrower or such
                  Subsidiary to retire Indebtedness (other than the Loans) of
                  the Borrower or such Subsidiary where payment of such
                  Indebtedness is required in connection with such permitted
                  disposition;

provided, however, that if, after the payment of all taxes with respect to such
permitted disposition, the amount of estimated taxes, if any, pursuant to clause
(b)(ii) above exceeded the tax amount actually paid in respect of such permitted
disposition, the Commitment Amount shall be immediately and automatically
reduced by an amount equal to the aggregate amount of such excess.

         "Net Equity Proceeds" means, with respect to the sale or issuance by
the Borrower or any of its Subsidiaries to any Person (other than the Borrower
or any of its Subsidiaries) of any Capital Stock, or any warrants or options
with respect to such Capital Stock or the exercise of any such warrants or
options, the excess of:

                  (a) the gross cash proceeds received by the Borrower or such
         Subsidiary from such sale, exercise or issuance (other than proceeds
         received with respect to employee incentive stock options or deferred
         stock purchase plans),

over

                  (b) all reasonable and customary fees and expenses with
         respect to underwriting commissions and legal, investment banking,
         brokerage and accounting and other professional fees, sales commissions
         and disbursements actually incurred in connection with such sale or
         issuance or exercise which have not (other than in the case of
         reasonable out-of-pocket expenses) been paid to Affiliates of the
         Borrower in connection therewith.

         "Net Income" means, for any applicable period, the aggregate of all
amounts which, in accordance with GAAP, would be included as net income (or net
loss) on a consolidated statement of income of the Borrower and its Subsidiaries
for such period.

         "Net Issuance Proceeds" means, as to any issuance of indebtedness for
borrowed money by the Borrower or any of its Subsidiaries, the excess of:

                  (a) the gross cash proceeds received by the Borrower or such
         Subsidiary from such issuance,

over

                  (b) all reasonable and customary fees and expenses with
         respect to underwriting commissions and legal, investment banking,
         brokerage and accounting and other professional fees, sales commissions
         and disbursements actually incurred in connection 

                                      -35-
<PAGE>   42

         with such issuance which have not (other than in the case of reasonable
         out-of-pocket expenses) been paid to Affiliates of the Borrower in
         connection therewith.

         "Net Worth" means, with respect to any Person at any date, on a
consolidated basis for such Person and its Subsidiaries, the excess of:

                  (a) the sum of capital stock taken at par value, capital
         surplus and retained earnings (or accumulated deficit) of such Person
         at such date (it being acknowledged and agreed that for purposes of
         this definition, Convertible Preferred Securities shall not constitute
         capital stock);

over

                  (b) treasury stock of such Person and, to the extent included
         in the preceding clause (a), minority interests in Subsidiaries of such
         Person at such date.

         "Nominee" is defined in the Nominee Agreement.

         "Nominee Agreement" means that certain Vehicle Title Nominee Agreement,
dated as of March 13, 1998, between BRACC and TFFC or another Affiliate of BRACC
that was executed and delivered pursuant to the Third Amendment (as defined in
the Original Credit Agreement), a conformed copy of which is attached as Exhibit
M hereto, as the same may be amended, supplemented, restated or otherwise
modified from time to time.

         "Non-Material Subsidiary" means any Subsidiary of the Borrower that

                  (a) accounted for no more than 1% of consolidated revenues of
         the Borrower and its Subsidiaries or 1% of consolidated earnings of the
         Borrower and its Subsidiaries before interest and taxes, in each case
         for the four consecutive Fiscal Quarters of the Borrower ending on the
         last day of the most recently completed Fiscal Quarter with respect to
         which, pursuant to Section 8.1.1, financial statements have been, or
         are required to have been, delivered by the Borrower to the
         Administrative Agent, and

                  (b) has assets which represent no more than 1% of the
         consolidated assets of the Borrower and its Subsidiaries as of the last
         day of the last Fiscal Quarter of the most recently completed Fiscal
         Quarter with respect to which, pursuant to Section 8.1.1, financial
         statements have been, or are required to have been, delivered by the
         Borrower to the Administrative Agent,

to the extent that Non-Material Subsidiaries do not

                  (i) account in the aggregate for more than 5% of consolidated
         revenues of the Borrower and its Subsidiaries or 5% of consolidated
         earnings of the Borrower and its Subsidiaries before interest and
         taxes, in each case for the four consecutive Fiscal Quarters of the
         Borrower ending on the last day of the most recently completed Fiscal

                                      -36-
<PAGE>   43

         Quarter with respect to which, pursuant to Section 8.1.1, financial
         statements have been, or are required to have been, delivered by the
         Borrower to the Administrative Agent, or

                  (ii) have assets which represent more than 5% of the
         consolidated assets of the Borrower and its Subsidiaries as of the last
         day of the last Fiscal Quarter of the most recently completed Fiscal
         Quarter with respect to which, pursuant to Section 8.1.1, financial
         statements have been, or are required to have been, delivered by the
         Borrower to the Administrative Agent.

         "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.

         "Non-Vehicle Debt" means

                  (a)  Total Debt

minus

                  (b) to the extent included in such Total Debt, Vehicle Debt

plus

                  (c) to the extent included in such Vehicle Debt, the sum of
         (i) with respect to Vehicles owned by TFFC or any other SPC and leased
         to the Borrower or any Subsidiary of the Borrower, any obligation of
         the Borrower or such Subsidiary with respect to such Vehicles which,
         when added to all rental payments previously made by the Borrower or
         such Subsidiary and the next regularly scheduled rental payment to be
         made by the Borrower or such Subsidiary with respect to such Vehicles,
         exceeds the sum of the aggregate Depreciation Charges (as defined in
         the Base Indenture) with respect to such Vehicles plus any fair market
         value adjustment with respect to such Vehicles provided for in the
         documents relating to the lease applicable to such Vehicles plus (ii)
         with respect to Vehicles owned by the Borrower or any Subsidiary of the
         Borrower (other than TFFC or another SPC), any obligation of the
         Borrower or such Subsidiary with respect to such Vehicles which exceeds
         the excess of (x) the aggregate Capitalized Cost (as defined in the
         Base Indenture) of such Vehicles over (y) the sum of the aggregate
         Depreciation Charges (as defined in the Base Indenture) accrued with
         respect to such Vehicles plus any fair market value adjustment with
         respect to such Vehicles provided for in the documents relating to the
         financing arrangements applicable to such Vehicles plus (iii) with
         respect to any Vehicle not financed pursuant to the Series 1994-1
         Supplement to the Base Indenture, the Series 1996-1 Supplement to the
         Base Indenture, the Series 1997-1 Supplement to the Base Indenture, the
         Series 1997-2 Supplement to the Base Indenture, the Series 1998-2
         Supplement to the Base Indenture, the Series 1998-3 Supplement to the
         Base Indenture, the Series 1998-4 Supplement to the Base Indenture or
         the Series 1994-A 

                                      -37-
<PAGE>   44

         Supplement to the Base Indenture dated as of June 1, 1994, among Budget
         Fleet Finance Corporation, the Borrower and The Bank of New York (as
         Trustee), any obligation of the Borrower or any of its Subsidiaries
         (other than TFFC or another SPC) payable to the source of such
         financing to the extent such obligation exceeds the fair market value
         of such Vehicle.

         "Non-Vehicle Interest Expense" means, for any applicable period, the
excess of

                  (a) the aggregate consolidated gross interest expense of the
         Borrower and its Subsidiaries for such period, as determined in
         accordance with GAAP ("Aggregate Interest Expense"), including (i)
         commitment fees paid or owed with respect to the then unutilized
         portion of the Commitment Amount, (ii) all other fees paid or owed with
         respect to the issuance or maintenance of Contingent Liabilities
         (including letters of credit), which, in accordance with GAAP, would be
         included as interest expense, (iii) net costs or benefits under Hedging
         Arrangements, (iv) Distributions made in respect of the Convertible
         Preferred Securities and (v) the portion of any payments made in
         respect of Capitalized Lease Liabilities of the Borrower and its
         Subsidiaries allocable to interest expense, but excluding the
         amortization of debt issuance costs and other financing expenses
         incurred in connection with the Transaction

over

                  (b) to the extent included in the preceding clause (a), gross
         interest expense in respect of Vehicle Debt.

         "Note" means a promissory note of the Borrower payable to the order of
any Lender, in the form of Exhibit A hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to such Lender resulting from outstanding
Loans, and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

         "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 Notes, the
Letters of Credit and each other Loan Document.

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

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

         "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 

                                      -38-
<PAGE>   45

arrangements applicable to any of such Obligor's partnership interests, limited
liability company interests or authorized shares of capital stock.

         "Original Credit Agreement" is defined in the first recital.

         "Original Letters of Credit" means the Letters of Credit (as defined in
the Original Credit Agreement) outstanding on the Amendment Effective Date.

         "Original Loan Documents" means the Loan Documents (as defined in the
Original Credit Agreement and in effect immediately prior to the Amendment
Effective Date).

         "Participant" is defined in Section 11.11.2.

         "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
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 11.11.1.

         "Permitted Business Acquisition" means any Business Acquisition, so
long as

                  (a) (i) such Business Acquisition is a Franchisee Acquisition;
         or

                  (ii) in the case of a Business Acquisition other than a
         Franchisee Acquisition, the aggregate amount of expenditures of the
         Borrower and its Subsidiaries (excluding Vehicle Debt but including the
         aggregate amount of any and all other Indebtedness assumed in
         connection therewith and including the fair market value of any shares
         of Capital Stock of the Borrower issued in connection therewith) in
         respect of such Business Acquisition (such amount, the "Subject
         Amount"), when added to the aggregate amount of all such expenditures
         of the Borrower and its Subsidiaries in respect of Business
         Acquisitions (other than Franchisee Acquisitions, the Cruise America
         Acquisition and the Ryder Acquisition) during the Fiscal Year in which
         such Subject Amount would be expended, does not exceed $150,000,000
         (provided that the portion thereof payable in cash does not exceed
         $75,000,000), and
                                      -39-
<PAGE>   46

                  (b) in the event the Subject Amount (which amount shall
         include, in the event such Business Acquisition is to be consummated in
         a series of related transactions, the aggregate amount of all such
         expenditures of the Borrower and its Subsidiaries in respect of such
         related transactions) would exceed $50,000,000, the Administrative
         Agent shall have received a Compliance Certificate executed by an
         Authorized Officer of the Borrower certifying and, if reasonably
         requested by the Administrative Agent, showing (in reasonable detail
         and with appropriate calculations and computations in all respects
         reasonably satisfactory to the Administrative Agent), that on a
         historical pro forma basis (after giving effect to such Business
         Acquisition and all transactions related thereto (including all
         Indebtedness that would be assumed or incurred as a result of such
         acquisition) and all Business Acquisitions consummated prior thereto
         during the applicable periods thereunder) as of the last day of the
         most recently completed Fiscal Quarter with respect to which, pursuant
         to Section 8.1.1, financial statements have been, or are required to
         have been, delivered by the Borrower, the Borrower would be in
         compliance with Section 8.2.4 as of the last day of such Fiscal Quarter
         and would not suffer an increase in the Leverage Ratio as of such date.

         "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.

         "Plan" means any Pension Plan or Welfare Plan.

         "Pledge Agreement" means, as the context may require, the Borrower
Pledge Agreement or the Subsidiary Pledge Agreement.

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

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

         "Purchase Agreement" means the Purchase Agreement, dated as of June 16,
1998, among the Borrower, Budget Capital and the initial purchasers named
therein, pursuant to which the Convertible Preferred Securities were sold to
such purchasers.

         "Quarterly Payment Date" means the last Business Day of each February,
May, August and November.

         "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.


                                      -40-
<PAGE>   47

         "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) on or prior to
May 31, 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
anniversary.

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

         "Reference Lenders" means Credit Suisse First Boston, NationsBanc and
Toronto Dominion (Texas), Inc. or, in the event that any one of such banks
ceases to be a Lender hereunder at any time, any other commercial bank
designated by the Borrower and approved by the Administrative Agent as
constituting a "Reference Lender" hereunder.

         "Registration Statement" means the Registration Statement of Budget on
Form S-1, filed with the SEC under the Securities Act on February 12, 1997 (File
No. 333-21691), as last amended on April 18, 1997.

         "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.

         "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.

         "Required Lenders" means, at any time, Lenders holding at least 51% of
the sum of the aggregate principal amount of the Loans then outstanding plus the
Letter of Credit Outstandings, or if no Loans and Letters of Credit are then
outstanding, Lenders having at least 51% of the Commitment Amount.

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

                                      -41-
<PAGE>   48

         "Ryder" is defined in the Assignment and Amendment Agreement.

         "Ryder Acquisition" is defined in the Assignment and Amendment
Agreement.

         "Ryder Subordinated Notes" is defined in the Assignment and Amendment
Agreement.

         "Ryder Subordinated Note Indenture" is defined in the Assignment and
Amendment Agreement.

         "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 Agents and each of
their respective successors, transferees and assigns.

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

         "Security Agreement" means, as the context may require, the Borrower
Security Agreement or the Subsidiary Security Agreement.

         "Senior Note Purchase Agreements" means the several Note Purchase
Agreements, dated as of April 25, 1997, in each case between BRACC and the
purchaser named therein, as the same may be amended, supplemented, amended and
restated or otherwise modified from time to time in accordance with the terms
hereof.

         "Senior Notes" means the 9.57% Guaranteed Senior Notes due 2007 of
BRACC, issued pursuant to the Senior 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 A Note Purchase Agreements" means the several Note Purchase
Agreements, dated as of December 1, 1996, in each case between Budget and the
purchaser named therein, as supplemented and amended by the Series B Note
Purchase Agreements and as the same may be amended, supplemented, amended and
restated or otherwise modified from time to time in accordance with the terms
hereof.

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

         "Series A Notes" means the 7.0% Convertible Subordinated Notes, Series
A, due 2007 of Budget, issued pursuant to the Series A Note Purchase Agreements,
as the same may be 

                                      -42-
<PAGE>   49

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.

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

         "Solvency Certificate" means, collectively, the certificates executed
and delivered by each of BRACC, Ryder, Cruise America, Inc. and Premier Car
Rental, LLC pursuant to Section 4.19 of the Assignment and Amendment Agreement,
substantially in the form of Exhibit N hereto.

         "SPC" means Budget Funding Corporation, 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" of each Letter of Credit means the maximum amount
available for drawing thereunder (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.

         "Stock Purchase Agreements" is defined in the third recital.

         "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 A Notes, the Series B Notes and the High
Tides Debentures.

         "Subordinated Intercompany Debt" means unsecured Indebtedness (a)
subordinated to the Obligations by provisions substantially in the form set
forth in Schedule IV hereto and (b) the terms of which (including interest rate)
are not more burdensome to the obligor or obligors 

                                      -43-
<PAGE>   50

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 Guarantor" means any Subsidiary of the Borrower that is a
party to the Subsidiary Guaranty.

         "Subsidiary Guaranty" means that certain Subsidiary Guaranty (as
defined in and executed and delivered pursuant to the Original Credit Agreement
and in effect immediately prior to effectiveness of this Agreement), dated as of
the Closing Date, as amended and restated in the form of the Amended and
Restated Subsidiary Guaranty attached as Exhibit H hereto and dated as of the
Amendment Effective Date, as the same may be amended, supplemented, restated or
otherwise modified from time to time.

         "Subsidiary Pledge Agreement" means that certain Borrower Pledge
Agreement and that certain Subsidiary Pledge Agreement (in each case as defined
in and executed and delivered pursuant to the Original Credit Agreement and in
effect immediately prior to effectiveness of this Agreement), each dated as of
the Closing Date, collectively as amended and restated in the form of the
Amended and Restated Subsidiary Pledge Agreement attached as Exhibit F-2 hereto
and dated as of the Amendment Effective Date, as the same may be amended,
supplemented, restated or otherwise modified from time to time.

         "Subsidiary Security Agreement" means that certain Amended Borrower
Security Agreement, dated as of March 13, 1998, and that certain Subsidiary
Security Agreement, dated as of the Closing Date (in each case as defined in and
executed and delivered pursuant to the Original Credit Agreement and in effect
immediately prior to effectiveness of this Agreement), collectively as amended
and restated in the form of the Amended and Restated Subsidiary Security
Agreement attached as Exhibit G-2 hereto and dated as of the Amendment Effective
Date, as the same may be amended, supplemented, restated or otherwise modified
from time to time.

         "Supermajority Lenders" means, at any time, Lenders holding at least
662/3% of the sum of the aggregate principal amount of the Loans then
outstanding plus the Letter of Credit Outstandings, or if no Loans and Letters
of Credit are then outstanding, Lenders having at least 662/3% of the Commitment
Amount.

         "Taxes" is defined in Section 5.6.

                                      -44-
<PAGE>   51

         "TFFC" means Team Fleet Financing Corporation, a Delaware corporation
and Wholly Owned Subsidiary of the Borrower.

         "Total Debt" means, without duplication, the aggregate amount of all
Indebtedness of the Borrower and its Subsidiaries, other than Indebtedness of
the type described in clause (b) (except to the extent such Indebtedness
consists of unreimbursed drawings under letters of credit), (d) or (e) of the
definition of "Indebtedness" or, to the extent in respect of such Indebtedness,
clause (h) of the definition of "Indebtedness"; provided that Indebtedness in
respect of the High Tide Debentures shall be excluded from Total Debt solely to
the extent the High Tide Debentures are held by Budget Capital Trust.

         "Transaction" is defined in the Assignment and Amendment Agreement.

         "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.

         "type" means, relative to any Loan, the portion thereof, if any, being
maintained as an ABR Loan or a Eurocurrency Loan.

         "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.

         "Unrestricted Cash" means, at any time, cash and Cash Equivalent
Investments of the Borrower and its Subsidiaries to the extent such cash and
Cash Equivalent Investments is not subject to any Lien (other than a Lien in
favor of the Administrative Agent pursuant to a Loan Document) or any
restriction as to its use and is included in "cash and cash equivalents" and not
"restricted cash" on the consolidated balance sheet of the Borrower; provided,
however, that Unrestricted Cash shall include the aggregate amount of Eligible
Cash and Cash Equivalents expressly included in the Borrowing Base Amount in
effect at such time.

         "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), other than any
Pledged Vehicle financed hereunder; provided that any obligation included as
Non-Vehicle Debt pursuant to clause (c) of the definition thereof shall not be
deemed to be Vehicle Debt.

                                      -45-
<PAGE>   52

         "Vehicle Interest Expense" is defined in clause (b) of the definition
of "Non-Vehicle Interest Expense".

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

         "Vehicles" means all existing and hereafter acquired motor vehicle
inventory of the Borrower and the Borrower's Subsidiaries, consisting of (i)
passenger automobiles, light-duty and medium-duty trucks and vans and (ii)
motorcycles, sport utility vehicles, buses, truck campers and motor homes, in
each case, whether held for sale, lease or rental purposes.

         "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. 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 Note, Borrowing Request, Continuation/Conversion Notice, Issuance Request,
Loan Document, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan
Document.

         SECTION 1.3. Cross-References. Unless otherwise specified, references
in this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
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 1.4. Accounting and Financial Determinations. Unless otherwise
specified, all accounting terms used herein or in any other Loan Document shall
be interpreted, all accounting determinations and computations hereunder or
thereunder (including under Section 8.2.4) 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 

                                      -46-
<PAGE>   53

computed on a consolidated basis for the Borrower and its Subsidiaries, in each
case without duplication.


                                   ARTICLE II

                   COMMITMENTS, BORROWING PROCEDURES AND NOTES

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

         SECTION 2.1.1. Loan Commitment. From time to time on any Business Day
occurring prior to the Loan Commitment Termination Date, each Lender will make
Loans (relative to such Lender, its "Loans") denominated in Dollars to the
Borrower equal to such Lender's Percentage of the aggregate amount of the
Borrowing of Loans requested by the Borrower to be made on such day. On the
terms and subject to the conditions hereof, the Borrower may from time to time
borrow, prepay and reborrow Loans.

         SECTION 2.1.2. 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 2.1.3. 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 lesser of the Commitment
                  Amount and the then existing Borrowing Base Amount, or

                           (ii) of such Lender, together with its Percentage of
                  all Letter of Credit Outstandings, would exceed such Lender's
                  Percentage of the lesser of the Commitment Amount and the then
                  existing Borrowing Base 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 lesser of the Commitment Amount and
                  the then existing Borrowing Base Amount, or

                                      -47-
<PAGE>   54

                           (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 lesser of the Commitment Amount and
                  the then existing Borrowing Base Amount.

         SECTION 2.2. Reduction of the Commitment Amount. The Commitment Amount
is 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 Amendment Effective Date, voluntarily reduce
the unused amount of the 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
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 Commitment Amount shall to the extent not
applied to the permanent repayment of other Indebtedness that is not
Subordinated Debt or Subordinated Intercompany Debt, concurrently with the
receipt by the Borrower or any of its Subsidiaries of any Net Disposition
Proceeds, Net Equity Proceeds, Net Issuance Proceeds or Casualty Proceeds, as
the case may be, be reduced by an aggregate amount equal to 100% of such Net
Disposition Proceeds, 50% of such Net Equity Proceeds, 100% of such Net Issuance
Proceeds or 100% of such Casualty Proceeds, as the case may be; provided,
however, that the Commitment Amount shall not be reduced by the amount of (a)
any Net Disposition Proceeds or Casualty Proceeds received by the Borrower or
such Subsidiary under this Section so long as (i) (A) the Borrower informs the
Administrative Agent no later than 30 days following the occurrence of the
permitted disposition resulting in such Net Disposition Proceeds or the Casualty
Event resulting in such Casualty Proceeds, as the case may be, of its or such
Subsidiary's good faith intention to apply such Net Disposition Proceeds to the
acquisition or construction of property or capital assets to be used in the
business of the Borrower and its Subsidiaries or such Casualty Proceeds to the
rebuilding or replacement of the property which was the subject of such Casualty
Event, as the case may be, and (B) such Net Disposition Proceeds or Casualty
Proceeds, as the case may be, are in fact so applied within 180 days following
the receipt of such Net Disposition Proceeds or Casualty Proceeds, and (ii) no
Default shall have occurred and be continuing and (b) any Net Equity Proceeds
received by the Borrower or such Subsidiary under this Section so long as (i)
the Administrative Agent shall have received a Compliance Certificate executed
by an Authorized Officer of the Borrower certifying and, if reasonably requested
by the Administrative Agent, showing (in reasonable detail and with appropriate
calculations and computations in all respects reasonably satisfactory to the
Administrative Agent) that, on a historical pro forma basis (after giving effect
to the sale or issuance giving rise to such Net Equity Proceeds and all other
transactions related thereto (including all Indebtedness that would be assumed
or incurred as a result of such other transactions)) as of the last day of the
most recently completed Fiscal Quarter with respect to which, pursuant to
Section 8.1.1, financial statements have been, or are required to have been,
delivered by the Borrower, the Borrower would be in compliance with Section
8.2.4 as of the last day of such Fiscal Quarter and the Leverage Ratio as of
such date

                                      -48-
<PAGE>   55

would be less than 3.25:1, and (ii) no Default shall have occurred and be
continuing. Each such reduction in the Commitment Amount shall be permanent and
automatic.

         SECTION 2.3. Borrowing Procedure. By delivering a Borrowing Request to
the Administrative Agent on or before 11:00 a.m. (New York City, New York time)
on a Business Day, the Borrower may from time to time irrevocably request,

                  (a) on such Business Day (but in any event not more than five
         Business Days' notice) in the case of ABR Loans, or

                  (b) on not less than three (but in any event not more than
         five) Business Days' notice in the case of Eurocurrency Loans,

that a Borrowing be made, in the case of ABR Loans, in a minimum amount of
$3,000,000 and an integral multiple of $100,000, in the case of Eurocurrency
Loans, in a minimum amount of $5,000,000 and an integral multiple of $100,000
or, in either case, the unused amount of the Commitment Amount. On the terms and
subject to the conditions of this Agreement, each Borrowing shall be comprised
of the type of Loans, and shall be made on the Business Day specified in such
Borrowing Request. On or before 1:00 p.m. (New York City, New York time) on such
Business Day, each Lender shall deposit with the Administrative Agent same day
funds in Dollars an amount equal to such Lender's Percentage of the requested
Borrowing. Such deposit will be made to an account which the Administrative
Agent shall specify from time to time by notice to the Lenders. To the extent
funds are received from the Lenders, the Administrative Agent shall make such
funds available to the Borrower by wire transfer to the accounts the Borrower
shall have specified in its Borrowing Request. No Lender's obligation to make
any Loan shall be affected by any other Lender's failure to make any Loan.

         SECTION 2.4. Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 11:00
a.m. (New York City, New York time) on a Business Day, the Borrower may from
time to time irrevocably elect,

                  (a)  on such Business Day in the case of ABR Loans, or

                  (b) on not less than three (but in any event not more than
         five) Business Days' notice in the case of Eurocurrency Loans,

that all, or any portion in an aggregate minimum amount of $3,000,000 and an
integral multiple of $100,000, in the case of any Eurocurrency Loan, be
converted into an ABR Loan or, an aggregate minimum amount of $5,000,000 and an
integral multiple of $100,000, in the case of any ABR Loan or Eurocurrency Loan,
as the case may be, be converted into or continued as, as the case may be, a
Eurocurrency Loan (in the absence of delivery of a Continuation/ Conversion
Notice with respect to any Eurocurrency Loan at least three Business Days (but
not more than five Business Days) before the last day of the then current
Interest Period with respect thereto, such Eurocurrency Loan shall, on such last
day, automatically convert to an ABR Loan); 

                                      -49-
<PAGE>   56

provided, however, that (i) each such conversion or continuation shall be pro
rated among the applicable outstanding Loans of all Lenders and (ii) no portion
of the outstanding principal amount of any Loans may be continued as, or be
converted into, Eurocurrency Loans when any Default has occurred and is
continuing.

         SECTION 2.5. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert Eurocurrency Loans hereunder by causing
one of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such Eurocurrency Loan; provided,
however, that such Eurocurrency Loan shall nonetheless be deemed to have been
made and to be held by such Lender, and the obligation of the Borrower to repay
such Eurocurrency Loan shall nevertheless be to such Lender for the account of
such foreign branch, Affiliate or international banking facility. In addition,
the Borrower hereby consents and agrees that, for purposes of any determination
to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be
conclusively assumed that each Lender elected to fund all Eurocurrency Loans by
purchasing deposits in Dollars in its Eurocurrency Office's interbank eurodollar
market.

         SECTION 2.6. Loan Accounts. (a) The Loans and 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 Agent, the Issuer and each Lender shall be conclusive absent
manifest error of the amount of the Loans, 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 Loans and Letters of Credit, as the case may be, or of the
Lenders with respect to participations in Letter of Credit Outstandings.

         (b) If requested by any Lender, such Lender's Loans under the Loan
Commitment shall be evidenced by a Note payable to the order of such Lender in a
maximum principal amount equal to such Lender's Percentage of the Commitment
Amount as in effect on the Amendment Effective Date. The Borrower hereby
irrevocably authorizes each Lender having a Note to make (or cause to be made)
appropriate notations on the grid attached to such Lender's Note (or on any
continuation of such grid), which notations, if made, shall evidence, inter
alia, the date of, the outstanding principal of, and the interest rate and
Interest Period applicable to the Loans evidenced thereby. Such notations shall
be conclusive and binding on the Borrower absent manifest error; provided,
however, that the failure of any Lender having a Note to make any such notations
shall not limit or otherwise affect any Obligations of the Borrower or any other
Obligor.


                                      -50-
<PAGE>   57


                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

         SECTION 3.1. Repayments and Prepayments. The Borrower shall repay in
full the unpaid principal amount of each Loan upon the Stated Maturity Date.
Prior thereto, the Borrower

                  (a) may, from time to time on any Business Day, make a
         voluntary prepayment, in whole or in part, of the outstanding principal
         amount of any Loans; provided, however, that

                           (i) any such prepayment shall be made pro rata among
                  Loans of the same type, and, if applicable, having the same
                  Interest Period of all Lenders;

                           (ii) all such voluntary prepayments shall require
                  prior irrevocable written notice to the Administrative Agent
                  received by the Administrative Agent no later than 11:00 a.m.
                  (New York City, New York time)

                                    (A) on such Business Day in the case of ABR
                           Loans, or

                                    (B) on not less than three (but in any event
                           not more than five) Business Days' notice in the case
                           of Eurocurrency Loans denominated in Dollars; and

                           (iii) all such voluntary partial prepayments shall
                  be, in the case of ABR Loans, in an aggregate minimum amount
                  of $3,000,000 and an integral multiple of $100,000 and, in the
                  case of Eurocurrency Loans, in an aggregate minimum amount of
                  $5,000,000 and an integral multiple of $100,000;

                  (b)  shall, on each date when

                           (i) any reduction in the Commitment Amount shall
                  become effective (including pursuant to Section 2.2), make a
                  mandatory prepayment equal to the excess, if any, of the
                  aggregate, outstanding principal amount of all Loans and
                  Letter of Credit Outstandings over the Commitment Amount in
                  effect on such date (following such reduction); or

                           (ii) the aggregate unpaid principal amount of all
                  Loans and Letter of Credit Outstandings exceeds the lesser of
                  the Commitment Amount in effect on such date and the Borrowing
                  Base Amount in effect on such date, make a mandatory
                  prepayment equal to the excess, if any, of the aggregate,
                  outstanding principal amount of all Loans and Letter of Credit
                  Outstandings over the lesser of 

                                      -51-
<PAGE>   58

                  the Commitment Amount in effect on such date and the Borrowing
                  Base Amount in effect on such date,

         which mandatory prepayment shall be applied (or held for application,
         as the case may be) by the Lenders

                           (A) first, to the payment of the aggregate unpaid
                  principal amount of those Loans then outstanding equal to the
                  excess, if any, of the aggregate, outstanding principal amount
                  of all Loans over the lesser of the Commitment Amount in
                  effect on such date (following such reduction, if applicable)
                  and the Borrowing Base Amount in effect on such date;

                           (B) second, to the payment and/or cash
                  collateralization of the then outstanding Letter of Credit
                  Outstandings in respect of Enhancement Letters of Credit equal
                  to the excess, if any, of the Letter of Credit Outstandings in
                  respect of the Enhancement Letters of Credit over the lesser
                  of the Commitment Amount in effect on such date (following
                  such reduction, if applicable) and the Borrowing Base Amount
                  in effect on such date; and

                           (C) third, to the payment and/or cash
                  collateralization of the then outstanding Letter of Credit
                  Outstandings equal to the excess, if any, of the Letter of
                  Credit Outstandings over the lesser of the Commitment Amount
                  in effect on such date (following such reduction, if
                  applicable) and the Borrowing Base Amount in effect on such
                  date; and

                  (c) shall, immediately upon any acceleration of the Stated
         Maturity Date of any Loans pursuant to Section 9.2 or Section 9.3,
         repay all Loans, unless, pursuant to Section 9.3, only a portion of all
         Loans is so accelerated.

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty (except as may be required by Section 5.4).

         SECTION 3.2. Interest Provisions. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with this Section 3.2.

         SECTION 3.2.1. Rates. Pursuant to an appropriately delivered Borrowing
Request or Continuation/Conversion Notice, the Borrower may elect that Loans
comprising a Borrowing accrue interest at a rate per annum:

                  (a) on that portion maintained from time to time as an ABR
         Loan, equal to the sum of the Alternate Base Rate from time to time in
         effect plus the Applicable Margin for such Loan; and

                                      -52-
<PAGE>   59

                  (b) on that portion maintained as a Eurocurrency Loan, during
         each Interest Period applicable thereto, equal to the sum of the
         Eurocurrency Rate (Reserve Adjusted) for such Interest Period plus the
         Applicable Margin for such Loan.

         All Eurocurrency Loans shall bear interest from and including the first
day of the applicable Interest Period to (but not including) the last day of
such Interest Period at the interest rate determined as applicable to such
Eurocurrency Loan.

         SECTION 3.2.2. Post-Maturity Rates. After the date any principal amount
of any Loan is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise), or after any other monetary Obligation of the
Borrower or any other Obligor, as the case may be, shall have become due and
payable, the Borrower or such other Obligor, as the case may be, shall pay, but
only to the extent permitted by law and not otherwise provided for in any
Enhancement Letter of Credit in respect of a Liquidity Obligation, interest
(after as well as before judgment) on such amounts at a rate per annum equal

                  (a) in the case of such amounts that are comprised of the
         principal amount of any Loan, to 2.0% above the rate otherwise
         applicable thereto; and

                  (b) in the case of such amounts that are comprised of any
         monetary obligation of the Borrower or such other Obligor (other than
         such obligations comprised of the principal amount of any Loan), to the
         Alternate Base Rate from time to time in effect plus a margin of 2.0%.

         SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

                  (a)  on the Stated Maturity Date therefor;

                  (b) on the date of any optional or required payment or
         prepayment, in whole or in part, of principal outstanding on such Loan;

                  (c) with respect to ABR Loans, on each Quarterly Payment Date
         occurring after the Amendment Effective Date;

                  (d) with respect to Eurocurrency Loans, on the last day of
         each applicable Interest Period (and, if such Interest Period shall
         exceed three months, on the same calendar day of every third month of
         such Interest Period as the day on which such Interest Period
         commenced);

                  (e) with respect to any ABR Loans converted into Eurocurrency
         Loans on a day when interest would not otherwise have been payable
         pursuant to clause (c), on the date of such conversion; and

                                      -53-
<PAGE>   60

                  (f) on that portion of any Loans the Stated Maturity Date of
         which is accelerated pursuant to Section 9.2 or Section 9.3,
         immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Stated Maturity Date, upon acceleration or otherwise)
shall be payable upon demand.

         SECTION 3.2.4. Interest Rate Determination. Each Reference Lender
agrees to furnish to the Administrative Agent timely information for the purpose
of determining each Eurocurrency Rate. If any one or more of the Reference
Lenders shall fail timely to furnish such information to the Administrative
Agent for any such interest rate, the Administrative Agent shall determine such
interest rate on the basis of the information furnished by the remaining
Reference Lenders.

         SECTION 3.3. Fees. The Borrower agrees to pay the fees set forth in
this Section 3.3. All such fees shall be non-refundable.

         SECTION 3.3.1. 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
Amendment Effective Date and continuing through the Loan Commitment Termination
Date, a commitment fee equal to the Applicable Commitment Fee on such Lender's
Percentage of the sum of the average daily unused portion of the Commitment
Amount. Such commitment fee shall be payable by the Borrower in arrears on each
Quarterly Payment Date, commencing with the first such day following the
Amendment Effective Date, and on the Loan Commitment Termination Date.

         SECTION 3.3.2. Arrangement Fees. In accordance with the letter
agreement (the "Fee Letter") among the Borrower and Credit Suisse First Boston
dated May 7, 1998, the Borrower shall pay on the Amendment Effective Date an
arrangement fee to Credit Suisse First Boston in its capacity as Co-Arranger for
the account of the Lenders in such proportion as the Co- Arrangers shall
determine in their sole discretion.

         SECTION 3.3.3. Administrative Agent's Fee. The Borrower agrees to pay
to the Administrative Agent for its own account, a non-refundable initial fee in
the amount set forth in the Fee Letter, payable on the Amendment Effective Date
and, thereafter, a non-refundable annual fee in the amount set forth in the Fee
Letter, payable in advance on each anniversary of the Amendment Effective Date.

         SECTION 3.3.4. 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 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
with respect to Eurocurrency Loans on the Stated Amount of such Letter of

                                      -54-
<PAGE>   61

Credit. Such fee shall be payable by the Borrower in arrears each Quarterly
Payment Date, and on the Letter of Credit Commitment 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 3.3.5. 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 1/8% per annum on the Stated Amount of such Letter of Credit.
Such fee shall be payable by the Borrower in arrears on each Quarterly Payment
Date and on the Letter of Credit Commitment 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 3.3.6. 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 Letter of Credit Commitment Termination Date and, except in the case of
the Letters of Credit which are described in the Issuance Request and applicable
Enhancement Letter of Credit Application and Agreement(s) delivered by the
Borrower to the Administrative Agent pursuant to Section 4.17 of the Assignment
and Amendment Agreement, on not less than two nor more than ten Business Days'
notice, in the case of General Letters of Credit, and on not less than 15 nor
more than 21 Business Days' notice, in the case of 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 five nor more than ten 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
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:

                                      -55-
<PAGE>   62

                  (a)  be issued in a Stated Amount denominated in Dollars which

                           (i)  is at least $100,000; and

                           (ii) does not exceed (or would not exceed) an amount
                  equal to the excess, if any, of the lesser of the Commitment
                  Amount and the then existing Borrowing Base Amount over all
                  Letter of Credit Outstandings, together with the aggregate
                  outstanding principal amount of all Loans; and

                  (b) except in the case of the Letters of Credit set forth on
         Schedule V hereto, be stated to expire on a date (its "Stated Expiry
         Date") no later than the earlier of (i) (A) one year from its date of
         issuance, in the case of a General Letter of Credit, and (B) three
         years from its date of issuance, in the case of an Enhancement Letter
         of Credit, and (ii) the Letter of Credit Commitment Termination Date in
         effect at the time of such issuance.

So long as no Default has occurred and is continuing, by delivery to the Issuer
and the Administrative Agent of an Issuance Request, at least two but not more
than ten Business Days prior to the Stated Expiry Date of any issued General
Letter of Credit or prior to the date any issued General Letter of Credit
containing an "evergreen" or similar automatic extension feature is scheduled to
automatically be extended unless the beneficiary thereof shall have received
notice to the contrary from the Issuer, the Borrower may request the Issuer to
extend the Stated Expiry Date of such issued General Letter of Credit for an
additional period not to exceed the earlier of (A) one year from its date of
extension and (B) the Letter of Credit Commitment Termination Date in effect at
the time of such extension. So long as no Default has occurred and is
continuing, the Borrower (or the applicable Account Party) may request the
Issuer to extend the Stated Expiry Date of any issued Enhancement Letter of
Credit for an additional period not to exceed the earlier of (A) one year from
its date of extension and (B) the Letter of Credit Commitment Termination Date
in effect at the time of such extension; provided such request is made in
accordance with the terms of the Enhancement Letter of Credit Application and
Agreement relating thereto and is accompanied by delivery to the Issuer and the
Administrative Agent of an Issuance Request.

         Notwithstanding any provision to the contrary, the Issuer may not issue
any Enhancement Letter of Credit or enter into any Enhancement Letter of Credit
Application and Agreement that provides for LOC Liquidity Disbursements (other
than the CP Enhancement Letter of Credit or the CP Enhancement Letter of Credit
Application and Agreement), unless each Lender has consented to the terms
thereof.

         SECTION 4.2. Issuances and Extensions. On the terms and subject to the
conditions of this Agreement (including Article VI), the Issuer shall issue
Letters of Credit, and extend the Stated Expiry Dates of outstanding 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 or extension
(including the 

                                      -56-
<PAGE>   63

date of such issuance or extension), as the case may be, 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) and will notify the beneficiary under any Letter of
Credit of any extension of the Stated Expiry Date thereof.

         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. 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 (x) 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 which have been reimbursed by
the Borrower but must be returned, restored or disgorged by the Issuer for any
reason, or (y) in the case of an LOC Liquidity Disbursement, shall participate
in such LOC Liquidity Disbursement in accordance with the terms of the
Enhancement Letter of Credit Application and Agreement relating thereto. 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 Section 3.3.4 with respect to each Letter
of Credit. In the event that (a) the Borrower shall fail to reimburse the
Issuer, or if for any reason Loans shall not be made to fund any Reimbursement
Obligation, all as provided in Section 4.5 and in an amount equal to the amount
of any drawing honored by the Issuer under a Letter of Credit issued by it, (b)
the Issuer must for any reason return or disgorge such reimbursement or (c) an
LOC Liquidity Disbursement has occurred, the Issuer shall promptly notify the
Administrative Agent of the unreimbursed amount of such drawing and of such
Lender's respective participation therein. Each Lender shall make available to
the Administrative Agent for the account of the Issuer, whether or not any
Default shall have occurred and be continuing, an amount equal to its respective
participation in same day or immediately available funds at the office of the
Issuer specified in such notice not later than 11:00 a.m. (New York City, New
York time) on the Business Day (under the laws of the jurisdiction of the
Issuer) after the date notified by the Issuer. 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 2.0%. Nothing in this Section shall

                                      -57-
<PAGE>   64

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 it is determined by a court of competent jurisdiction 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 wilful
misconduct on the part of the Issuer. 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. The Issuer will notify the Borrower and the
Administrative Agent 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. Prior to 11:00 a.m. (New York City, New York time) on the
Disbursement Date, the Borrower will reimburse the Issuer for all amounts which
it has disbursed under such Letter of Credit, except to the extent such amounts
are in respect of an LOC Liquidity Disbursement (in which case such amounts
shall be reimbursed to the Issuer or the Lenders by the applicable SPC in
accordance with the provisions of the Enhancement Letter of Credit Application
and Agreement relating thereto (the obligation of such SPC to reimburse the
Issuer or the Lenders for such amounts in accordance with such terms being
herein referred to as a "Liquidity Obligation")). To the extent the Issuer is
not reimbursed in full in respect of any Reimbursement Obligation payable by the
Borrower in accordance with the immediately preceding sentence, such
Reimbursement Obligation shall accrue interest at a fluctuating rate determined
by reference to the Alternate Base Rate, plus a margin of 2.0% per annum,
payable on demand. In the event the Issuer is not reimbursed by the Borrower on
the Disbursement Date for any Reimbursement Obligation in respect of any General
Letter of Credit due and owing on such Disbursement Date, or if the Issuer must
for any reason return or disgorge such reimbursement, the Lenders (including the
Issuer) shall, on the terms and subject to the conditions of this Agreement
(including the conditions set forth in Article VI), fund such Reimbursement
Obligation by making, on the next Business Day, Loans which are ABR Loans as
provided in Section 2.3 (the Borrower being deemed to have given a timely
Borrowing Request therefor for such amount); provided, however, for the purpose
of determining the availability of the Commitments to make Loans immediately
prior to giving effect to the application of the proceeds of such Loans, such
Reimbursement Obligation shall be deemed not to be outstanding at such time.

         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 which has not been reimbursed by
the Borrower or the applicable Account Party, 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 

                                      -58-
<PAGE>   65

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 wilful misconduct on the part of the Issuer.

         SECTION 4.7. Deemed Disbursements. Upon the occurrence and during the
continuation of any Event of Default or the occurrence of the Letter of Credit
Commitment Termination Date, an amount equal to that portion of Letter of Credit
Outstandings attributable to outstanding and undrawn Letters of Credit shall, at
the election of the Issuer 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 and the Borrower of its obligations
under this Section, the Borrower shall be immediately obligated to reimburse the
Issuer the amount deemed to have been so paid or disbursed by the Issuer. Any
amounts so received by the Issuer from the Borrower pursuant to this Section
shall be held as collateral security for the repayment of the Borrower's
obligations in connection with the Letters of Credit issued by the Issuer. At
any time when such Letters of Credit shall terminate and all Obligations of the
Issuer 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
Letters of Credit is recovered in any manner from the Issuer), and the Issuer
will return to the Borrower the excess, if any, of

                  (a) the aggregate amount deposited by the Borrower with the
         Issuer and not theretofore applied by the Issuer to any Reimbursement
         Obligation

over

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

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 this Section. All amounts on deposit pursuant to 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),

                                      -59-
<PAGE>   66

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
of its own gross negligence or wilful misconduct) 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 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 wilful misconduct of the Issuer as
         determined by a court of competent jurisdiction, or

                                      -60-
<PAGE>   67

                  (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 (other than
         Liquidity 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 (including all such
         amounts which would become due but for the operation of the automatic
         stay under Section 362(a) of the United States Bankruptcy Code, 11
         U.S.C. ss.362(a), and the operation of Sections 502(b) and 506(b) of
         the United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506(b)),
         and

                  (b) indemnifies and holds harmless each Secured Party and each
         holder of a Note 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 or any holder of any
Note 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. Acceleration of Guaranty. The Borrower agrees that, in
the event of the dissolution or insolvency of any Account Party, any other
Obligor or the Borrower, or the inability or failure of any Account Party, any
other Obligor or the Borrower to pay debts as they become due, or an assignment
by any Account Party, any other Obligor or the Borrower for the benefit of
creditors, or the commencement of any case or proceeding in respect of any
Account Party, any other Obligor or the Borrower under any bankruptcy,
insolvency or similar laws, and if such event shall occur at a time when any of
the Guaranteed Obligations of any Account Party may not then be due and payable,
the Borrower agrees that it will pay to the Administrative Agent for the account
of the Secured Parties forthwith the full amount which would be payable under
the guaranty contained in this Section 4.10 by the Borrower if all such
Guaranteed Obligations were then due and payable.

                                      -61-
<PAGE>   68

         SECTION 4.10.3. 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
Guaranteed Obligations of the Account Parties will be paid strictly in
accordance with the terms of this Agreement and each other Loan 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 or any holder of any Note 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, any Note or any other Loan Document;

                  (b)  the failure of any Secured Party or any holder of any 
         Note

                           (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
                  Note, any other Loan 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, any Note or any other Loan Document;

                                      -62-
<PAGE>   69

                  (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 or any holder of any Note 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 4.10.4. 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 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 or any holder of any Note, upon the insolvency, bankruptcy
or reorganization of any Account Party or otherwise, all as though such payment
had not been made.

         SECTION 4.10.5. 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 or any holder of any Note 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 4.10.6. 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 each holder of a Note and shall immediately be paid to the Administrative
Agent for the benefit of the Secured Parties and each holder of a Note 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 and
         each holder of a Note 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,

                                      -63-
<PAGE>   70

each Secured Party and each holder of a Note agrees that, at the Borrower's
request, the Administrative Agent, on behalf of the Secured Parties and the
holders of the Notes, 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 or any holder of a Note.

         SECTION 4.10.7. Successors, Transferees and Assigns; Transfers of
Notes, etc. The guaranty contained in this Section 4.10 shall:

                  (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 Note or 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 Loan 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 11.11 and Article X.

         SECTION 4.11. No Bankruptcy Petition Against TFFC and Budget Funding
Corporation. With respect to each Enhancement Letter of Credit issued hereunder
relating to TFFC or Budget Funding Corporation, each of the Lenders hereby
covenants and agrees that,

                  (a) 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, TFFC, and

                  (b) prior to the date which is one year and one day after the
         payment in full of the latest maturing commercial paper note issued by
         Budget Funding Corporation, it will not institute against, or join with
         any other Person in instituting against, Budget Funding Corporation,

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 Loan 

                                      -64-
<PAGE>   71

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 and the commercial paper notes issued by Budget Funding
Corporation, that it shall cause TFFC or Budget Funding Corporation, as the case
may be, to file an answer with the bankruptcy court or otherwise properly
contest the filing of such a petition by such Lender against TFFC or Budget
Funding Corporation, as the case may be, 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 TFFC or Budget Funding Corporation,
as the case may be, in connection therewith. The provisions of this Section 4.11
shall survive the termination of the Agreement.

         SECTION 4.12. Original Letters of Credit. (a) Each Original Letter of
Credit shall be deemed to be a Letter of Credit issued hereunder.

         (b) Not in limitation of the Borrower's obligation to pay all
Reimbursement Obligations in respect of each Original Letter of Credit, but in
addition thereto, the Borrower hereby agrees to be bound by all provisions in
this Agreement (including Article IV) and each other Loan Document relating to
the payment of all Reimbursement Obligations, fees, costs and indemnifications
in respect of such Original Letter of Credit as if such provisions (other than
those set forth in Section 4.10) were originally direct obligations of the
Borrower instead of BRACC.


                                    ARTICLE V

                 CERTAIN EUROCURRENCY RATE AND OTHER PROVISIONS

         SECTION 5.1. Eurocurrency Rate Lending Unlawful. If any Lender shall
determine (which determination shall, upon notice thereof to the Borrower, the
Administrative Agent and the Lenders, be conclusive and binding on the Borrower)
that the introduction of or any change in or in the interpretation of any law
makes it unlawful, or any central bank or other governmental authority asserts
that it is unlawful, for such Lender to make, continue or maintain any Loan as,
or to convert any Loan into, a Eurocurrency Loan of a certain type, the
obligations of such Lender to make, continue, maintain or convert into any such
Loans shall, upon such determination, forthwith be suspended until such Lender
shall notify the Administrative Agent that the circumstances causing such
suspension no longer exist, and all outstanding Eurocurrency Loans of such type
of such Lender shall automatically convert into ABR Loans denominated in Dollars
at the end of the then current Interest Periods with respect thereto or sooner,
if required by such law or assertion, and all Loans of such Lender that would
otherwise have been made or continued as, or converted into, Eurocurrency Loans
shall instead be made as or converted into, or continued as, ABR Loans upon
which interest shall be payable at the same time as the related Eurocurrency
Loans.

                                      -65-
<PAGE>   72

         SECTION 5.2.      Deposits Unavailable. If the Administrative Agent 
shall have determined that by reason of circumstances affecting the Reference
Lenders' relevant market, adequate means do not exist for ascertaining the
interest rate applicable hereunder to Eurocurrency Loans of such type, then,
upon notice from the Administrative Agent to the Borrower and the Lenders, the
obligations of all Lenders under Section 2.3 and Section 2.4 to make or
continue any Loans as, or to convert any Loans into, Eurocurrency Loans of such
type shall forthwith be suspended until the Administrative Agent shall notify
the Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

         SECTION 5.3.      Increased Eurocurrency Loan Costs, etc. The Borrower
agrees to reimburse each Lender for any increase in the cost to such Lender of,
or any reduction in the amount of any sum receivable by such Lender in respect
of, making, continuing or maintaining (or of its obligation to make, continue
or maintain) any Loans as, or of converting (or of its obligation to convert)
any Loans into, Eurocurrency Loans that arise in connection with any change in,
or the introduction, adoption, effectiveness, interpretation, reinterpretation
or phase-in after the Effective Date 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, except for such
changes with respect to increased capital costs and taxes which are governed by
Sections 5.5 and 5.6, respectively; provided, however, that the Borrower shall
have no obligation to pay any such additional amount under this Section 5.3
with respect to any day or days unless such Lender shall have notified the
Borrower of its demand therefor within 45 days of the date upon which such
Lender has obtained audited information with respect to the fiscal year of such
lender in which such day or days occurred. Each such demand shall be provided
to the Administrative Agent and the Borrower in writing and shall state, in
reasonable detail, the reasons therefor and the additional amount required
fully to compensate such Lender on an after-tax basis for such increased cost
or reduced amount. Such additional amounts shall be payable by the Borrower
directly to such Lender within five Business Days of its receipt of such
notice, and such notice shall, in the absence of manifest error, be conclusive
and binding on the Borrower.

         SECTION 5.4.      Funding Losses. In the event any Lender shall incur
any loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to make, continue or maintain any portion of the principal amount of any Loan
as, or to convert any portion of the principal amount of any Loan into, a
Eurocurrency Loan) as a result of

                  (a)      any conversion or repayment or prepayment of the
         principal amount of any Eurocurrency Loans on a date other than the
         scheduled last day of the Interest Period applicable thereto, whether
         pursuant to Section 3.1 or otherwise;

                  (b)      any Loans not being made as Eurocurrency Loans in
         accordance with the Borrowing Request therefor; or


                                     -66-
<PAGE>   73


                  (c)      any Loans not being continued as, or converted into,
         Eurocurrency Loans in accordance with the Continuation/Conversion
         Notice therefor,

then, upon the written notice of such Lender to the Borrower (with a copy to
the Administrative Agent), the Borrower shall, within five Business Days of its
receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense. Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Borrower.

         SECTION 5.5.      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 or the Loans made 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 rate of return; provided, however, that the Borrower shall
have no obligation to pay any such additional amount under this Section 5.5
with respect to any day or days unless such Lender shall have notified the
Borrower of its demand therefor within 45 days of the date upon which such
Lender has obtained audited information with respect to the fiscal year of such
lender in which such day or days occurred. 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 5.6.      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 of such Lender's Domestic Office or Eurocurrency Office, 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


                                     -67-
<PAGE>   74


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 5.6, a distribution hereunder by the
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 under the Notes, 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 4224 or Forms 1001 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.

         SECTION 5.7.      Payments, Computations, etc. Unless otherwise 
expressly provided, all payments by the Borrower pursuant to this Agreement,
the Notes, each Letter of Credit or any other Loan 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


                                     -68-
<PAGE>   75


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 (including interest on Eurocurrency Loans) 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 (or, in the case of
interest on an ABR Loan (other than when calculated with respect to the Federal
Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be
made shall otherwise be due on a day which is not a Business Day, such payment
shall (except as otherwise required by clause (c) of the definition of the term
"Interest Period" with respect to Eurocurrency Loans) 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.

         SECTION 5.8.      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 Loan (other than pursuant to the terms
of Sections 5.3, 5.4, 5.5 and 5.6) or 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 Loans made by them
and/or Letters of 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 5.9) 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 


                                     -69-
<PAGE>   76


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 5.9.      Setoff. Each Lender shall, upon the occurrence of 
any Default described in clauses (a) through (d) of Section 9.1.9 or, with the
consent of the Required Lenders, upon the occurrence of any other Event of
Default, have the right to appropriate and apply to the payment of the
Obligations (other than Liquidity 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
5.8. 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 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.

         SECTION 5.10.     Substitution of Lender. If any Lender has demanded
to be paid additional amounts pursuant to Section 5.3, 5.5 or 5.6 and the
payment of such additional amounts are, and are likely to continue to be, more
onerous in the reasonable judgment of the Borrower than with respect to the
other Lenders, the Borrower shall have the right to seek one or more Eligible
Assignees (each, a "Substitute Lender") to purchase the outstanding Loans of
such Lender (the "Affected Lender"), and if the Borrower locates a Substitute
Lender, the Affected Lender shall, upon

                  (a)      prior written notice to the Administrative Agent,

                  (b)      payment to the Affected Lender of the purchase price
         agreed between it and the Substitute Lender (or, failing such
         agreement, a purchase price in the amount of the outstanding principal
         amount of the Affected Lender's Loans and accrued interest thereon to
         the date of payment) plus any amount (other than principal and
         interest) then due to it or accrued for its account hereunder or under
         any other Loan Document,

                  (c)      satisfaction of the provisions set forth in Section
         11.11.1, and

                  (d)      payment by the Borrower to the Affected Lender and 
         the Administrative Agent of all reasonable out-of-pocket expenses in
         connection with such assignment and assumption (including the
         processing fees described in Section 11.11.1),

assign and delegate all its rights and obligations under this Agreement and any
other Loan Document to which it is a party (including its outstanding Loans and
participations in Letter of Credit Outstandings) to the Substitute Lender, and
the Substitute Lender shall assume such rights and obligations, whereupon the
Substitute Lender shall in accordance with Section 11.11.1


                                     -70-
<PAGE>   77


become a party to each Loan Document to which the Affected Lender is a party
and shall have the rights and obligations of a Lender thereunder and the
Affected Lender shall be released from its obligations hereunder and each other
Loan Document to the extent of such assignment and delegation.


                                   ARTICLE VI

                              CONDITIONS PRECEDENT

         SECTION 6.1.      [INTENTIONALLY OMITTED.]

         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.

         SECTION 6.2.1.    Compliance with Warranties, No Default, etc. Both
before and after giving effect to any Credit Extension (but, if any Default of
the nature referred to in Section 9.1.5 shall have occurred with respect to any
other Indebtedness, without giving effect to the application, directly or
indirectly, of the proceeds of any Credit Extension) the following statements
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 Loan 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 Agents,
         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, the
                  Notes or any other Loan 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; and


                                     -71-
<PAGE>   78


                  (c)      no Default shall have then occurred and be 
         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.

         SECTION 6.2.2.    Credit Request. The Administrative Agent shall have
received a Borrowing Request or Issuance Request, as the case may be, for such
Credit Extension. Each of the delivery of a Borrowing Request or an Issuance
Request and the acceptance by the Borrower of the proceeds of the Borrowing or
the issuance of the Letter of Credit, as applicable, shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
(both immediately before and after giving effect to such Borrowing and the
application of the proceeds thereof) or the issuance of the Letter of Credit,
as applicable, the statements made in Section 6.2.1 are true and correct.

         SECTION 6.2.3.    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.


                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Lenders, the Issuer and the Agents to enter
into this Agreement and to make Loans and issue Letters of Credit hereunder,
the Borrower represents and warrants unto each Agent, the Issuer and each
Lender as set forth in this Article VII.

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

                  (a)      is a corporation validly organized and existing and
         in good standing under the laws of the jurisdiction of its
         incorporation,

                  (b)      is duly qualified to do business and is in good 
         standing as a foreign corporation 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 on the
         business, property, operations, assets, liabilities, condition
         (financial or otherwise) or prospects of the Borrower and its
         Subsidiaries, taken as a whole,

                  (c)      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, the Notes and each other
         Loan Document to which it is a party and to own


                                     -72-
<PAGE>   79


         and hold under lease its property and to conduct its business
         substantially as currently conducted by it, and

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

         SECTION 7.2.      Due Authorization, Non-Contravention, etc. The 
execution, delivery and performance by the Borrower of this Agreement, the
Notes and each other Loan Document executed or to be executed by it, and the
execution, delivery and performance by each other Obligor of each Loan Document
executed or to be executed by it and the Borrower's and each such other
Obligor's participation in the consummation of the Transaction are within the
Borrower's and each such Obligor's corporate powers, have been duly authorized
by all necessary corporate action, and do 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 Loan Documents 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 
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, the Notes or any other Loan Document to which
it is a party, or for the Borrower's and each such other Obligor's
participation in the consummation of the Transaction. 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. This Agreement constitutes, and the
Notes and each other Loan Document executed by the Borrower will, on the due
execution and delivery thereof, constitute, the legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance
with their respective terms, except to the extent the enforceability thereof
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


                                     -73-
<PAGE>   80


creditors generally and (ii) the effect of general principles of equity,
whether enforcement is considered in a proceeding in equity or at law; and each
Loan Document executed pursuant hereto by each other Obligor will, on the due
execution and delivery thereof by such Obligor, as the case may be, be the
legal, valid and binding obligation of such Obligor, as the case may be,
enforceable in accordance with its terms, except to the extent the
enforceability thereof 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. Each of the Loan
Documents which purports to create a security interest creates a valid first
priority security interest in the Collateral (as defined in such Loan Document)
subject thereto, subject only to Liens permitted by Section 8.2.3, securing the
payment of the Obligations described therein.

         SECTION 7.5.      Financial Information; Absence of Undisclosed
Liabilities. The financial statements of the Borrower and its Subsidiaries
furnished to each Agent and each Lender pursuant to clause (a) of Section 4.8
of the Assignment and Amendment Agreement have been prepared in accordance with
GAAP consistently applied, and present fairly the consolidated financial
condition of the corporations covered thereby as at the dates thereof and the
results of their operations for the periods 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 delivered pursuant to
clauses (a) and (b) of Section 4.8 of the Assignment and Amendment Agreement,
whether or not required by GAAP to be shown on such financial statements. The
pro forma balance sheets delivered pursuant to clause (c) of Section 4.8 of the
Assignment and Amendment Agreement have been prepared in accordance with the
requirements of GAAP for the preparation of pro forma 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 have been and will for periods following
the Effective Date be prepared in accordance with GAAP consistently applied,
and do or will present fairly the consolidated financial condition of the
corporations 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; Absence of Undisclosed
Liabilities. There has been no material adverse change in the business,
property, operations, assets, liabilities, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries, taken as a whole, since
December 31, 1997.

         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 


                                     -74-
<PAGE>   81


of this Agreement, the Notes or any other Loan 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 (i) 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 or (ii) which are
permitted to have been acquired in accordance with Section 8.2.5 or 8.2.10.

         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 governmental charges thereby shown to be due and owing,
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.  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 on the business, property,
operations, assets, liabilities, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries, taken as a whole) and to the
best knowledge of the Borrower and its Subsidiaries,

                  (a)      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


                                     -75-
<PAGE>   82


         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 on the business, property,
         operations, assets, liabilities, condition (financial or otherwise) or
         prospects of the Borrower and its Subsidiaries, taken as a whole;

                  (b)  there are no pending or threatened

                           (i)      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 on the business, property,
                  operations, assets, liabilities, condition (financial or
                  otherwise) or prospects of the Borrower and its Subsidiaries,
                  taken as a whole, or

                           (ii)     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 on the business,
                  property, operations, assets, liabilities, condition
                  (financial or otherwise) or prospects of the Borrower and its
                  Subsidiaries, taken as a whole;

                  (c)      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
         on the business, property, operations, assets, liabilities, condition
         (financial or otherwise) or prospects of the Borrower and its
         Subsidiaries, taken as a whole;

                  (d)      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;

                  (e)      no property now or previously owned or leased by the
         Borrower or any of its Subsidiaries is listed or 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;

                  (f)      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 on the business,
         property, operations, assets, liabilities, condition (financial or
         otherwise) or prospects of the Borrower and its Subsidiaries, taken as
         a whole;


                                     -76-
<PAGE>   83


                  (g)      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 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;

                  (h)      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 on the business, property, operations, assets,
         liabilities, condition (financial or otherwise) or prospects of the
         Borrower and its Subsidiaries, taken as a whole;

                  (i)      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 on the business, property, operations, assets,
         liabilities, condition (financial or otherwise) or prospects of the
         Borrower and its Subsidiaries, taken as a whole; and

                  (j)      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 on the business, property, operations, assets,
         liabilities, condition (financial or otherwise) or prospects of the
         Borrower and its Subsidiaries, taken as a whole.

         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 on the business,
property, operations, assets, liabilities, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries, taken as a whole, 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.


                                     -77-
<PAGE>   84


         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 any
Agent, the Issuer or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby (including the Transaction,
true and complete copies of which were furnished to the each 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 any 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.

         SECTION 7.16.     Stock Purchase Agreements and Senior Note Purchase
Agreements. Each of the representations and warranties made in each of the
Stock Purchase Agreements and the Senior Note Purchase Agreements is true and
correct in all material respects as of the Effective Date. Each of the Stock
Purchase Agreements constitutes the legal, valid and binding obligations of
each of the parties thereto enforceable in accordance with its terms.

         SECTION 7.17.     Senior Indebtedness, etc. (a) The subordination
provisions applicable to the Series A Notes and the Series B Notes will be
enforceable against the holders of the Series A Notes and Series B Notes by the
holder of any Senior Indebtedness (as defined in the Series A Note Purchase
Agreements and the Series B Note Purchase Agreements) which has not effectively
waived the benefits thereof. All Obligations, including those to pay principal
of and interest (including post-petition interest) on the Loans and
Reimbursement Obligations, and fees and expenses in connection therewith,
constitute Senior Indebtedness (as defined in the Series A Note Purchase
Agreements and the Series B Note Purchase Agreements) and all such Obligations
are entitled to the benefits of the subordination created by the Series A Notes
and Series B Notes.

         (b)      The subordination provisions applicable to the Ryder 
Subordinated Notes will be enforceable against the holders of the Ryder
Subordinated Notes by the holder of any Senior Indebtedness (as defined in the
Ryder Subordinated Notes Indenture) which has not effectively waived the
benefits thereof. All Obligations, including those to pay principal of and
interest (including post-petition interest) on the Loans and Reimbursement
Obligations, and fees and expenses in connection therewith, constitute Senior
Indebtedness and Designated Senior


                                     -78-
<PAGE>   85


Indebtedness (as defined in the Ryder Subordinated Notes Indenture), and all
such Obligations are entitled to the benefits of the subordination created by
the Ryder Subordinated Note Indenture. The "Subordination Termination Date" as
defined in the Ryder Subordinated Note Indenture has not occurred.

         (c)      The subordination provisions applicable to the High Tides
Debentures and the High Tides Guaranty will be enforceable against the holders
of the High Tide Debentures and the Convertible Preferred Securities by the
holder of any Senior Debt (as defined in each of the High Tides Debentures
Indenture and the High Tides Guaranty) which has not effectively waived the
benefits thereof. All Obligations, including those to pay principal of and
interest (including post-petition interest) on the Loans and Reimbursement
Obligations, and fees and expenses in connection therewith, constitute Senior
Debt and Designated Senior Debt (as defined in each of the High Tides
Debentures Indenture and the High Tides Guaranty) and all such Obligations are
entitled to the benefits of the subordination created by the High Tides
Debentures and the High Tides Guaranty.

         SECTION 7.18.     No Burdensome Restrictions. Except as disclosed in 
the prospectus filed pursuant to Rule 424(b) under the Securities Act in
connection with the Registration Statement, 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 on the currently
existing business, property, operations, assets, liabilities, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries,
taken as a whole.

         SECTION 7.19.     Year 2000 Compatibility. The Borrower and its
Subsidiaries have taken, or will take, all steps reasonably necessary to ensure
that the software necessary for the operation of their business will not
experience abnormally ending, invalid or incorrect results with respect to
computations, calculations or operations involving dates on or subsequent to
January 1, 2000 as a result of any "year 2000" incompatibilities. Within 90
days following the Amendment Effective Date, the Borrower shall deliver to the
Lenders a detailed schedule of all steps that remain to be taken to ensure
complete "year 2000" compatibility, together with the expected date of
completion for such steps.

         SECTION 7.20.     Solvency. Each of the Borrower and each Subsidiary 
Guarantor has (a) assets which have a present fair saleable value greater on a
going-concern basis that its liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities), (b) has sufficient cash flow to enable
it to pay its debts as they mature and (c) does not have unreasonably small
capital (it being acknowledged and agreed that royalties payable by Budget Rent
A Car Systems, Inc. to the Borrower or any Subsidiary Guarantor shall be
excluded as a liability of Budget Rent A Car Systems, Inc. for purposes of this
Section).


                                     -79-
<PAGE>   86


                                  ARTICLE VIII

                                   COVENANTS

         SECTION 8.1.      Affirmative Covenants. The Borrower agrees with each
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 each Agent copies of the following financial statements, reports,
notices and information:

                  (a)      as soon as available and in any event within 45 days
         after the end of each of the first three Fiscal Quarters of each
         Fiscal Year of the Borrower, consolidated and consolidating balance
         sheets of the Borrower and its Subsidiaries as of the end of such
         Fiscal Quarter and consolidated and consolidating statements of
         earnings and consolidated statements of cash flow of the Borrower and
         its Subsidiaries, in each case other than the consolidated statements
         of cash flow, for such Fiscal Quarter and, in each case (including the
         consolidated statements of cash flow), for the period commencing at
         the end of the previous Fiscal Year and ending with the end of such
         Fiscal Quarter, certified by an Authorized Officer of the Borrower;

                  (b)      as soon as available and in any event within 90 days
         after the end of each Fiscal Year of the Borrower, a copy of the
         annual audited report for such Fiscal Year for the Borrower and its
         Subsidiaries, including therein consolidated balance sheets of the
         Borrower and its Subsidiaries as of the end of such Fiscal Year and
         consolidated statements of earnings and cash flow of the Borrower and
         its Subsidiaries for such Fiscal Year, in each case certified (without
         any Impermissible Qualification) in a manner acceptable to the
         Administrative Agent and the Required Lenders by independent public
         accountants acceptable to the Administrative Agent and the Required
         Lenders, together with a report from such accountants containing a
         computation of, and showing compliance with, each of the financial
         ratios and restrictions contained in Section 8.2.4 and to the effect
         that, in making the examination necessary for the signing of such
         annual report by such accountants, they have not become aware of any
         Default that has occurred and is continuing, or, if they have become
         aware of such Default, describing such Default and the steps, if any,
         being taken to cure it;

                  (c)      concurrently with the delivery of the financial
         statements referred to in clauses (a) and (b) above, a Compliance
         Certificate, executed by an Authorized Officer of the Borrower,
         showing (in reasonable detail and with appropriate calculations and
         computations in all respects satisfactory to the Administrative Agent)
         compliance with the financial covenants set forth in Section 8.2.4;


                                     -80-
<PAGE>   87


                  (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)      so long as the Collateral Release Date has not 
         occurred, (i) within 15 Business Days following the last day of each
         calendar month, (x) a Borrowing Base Certificate for the preceding
         calendar month that is calculated as of the last day of such preceding
         calendar month, certified by an Authorized Officer of the Borrower and
         (y) the Monthly Report (with a copy to the Collateral Agent) and (ii)
         as soon as possible following the presentment for payment under any
         Enhancement Letter of Credit, a Borrowing Base Certificate for the
         date of such presentment that is calculated as of the last day of the
         calendar month immediately preceding the month in which such
         presentment is made, in the case of the calculation of clauses (a),
         (c) and (d) of the definition of "Borrowing Base Amount", and as of
         the date of such presentment (after giving effect to any reimbursement
         made in connection therewith), in the case of the calculation of
         clause (b) of the definition of "Borrowing Base Amount", certified by
         an Authorized Officer of the Borrower; provided, however, that
         Borrowing Base Certificates and Monthly Reports shall not be required
         to be furnished on any date that they would otherwise be required to
         be furnished pursuant to subclause (i) or (ii) above if such date
         occurs during an Investment Grade Period, provided further, however,
         that, in the event a Borrowing Base Certificate or Monthly Report is
         not required to be furnished as a result of the occurrence of an
         Investment Grade Period and such Investment Grade Period terminates,
         the Borrower shall furnish, as soon as possible to each Lender, the
         Issuer and each Agent a Borrowing Base Certificate calculated in
         accordance with the preceding subclause (ii) (as if the relevant
         Investment Grade Period Termination Date was the date of the
         presentment for payment under an Enhancement Letter of Credit) and a
         Monthly Report (with a copy to the Collateral Agent) for the then most
         current Related Month;

                  (g)      promptly after the sending or filing thereof, copies
         of all reports which the Borrower sends to any of its securityholders,
         and 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;

                  (h) 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 


                                     -81-
<PAGE>   88


         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;

                  (i)      as soon as available and in any event no later than
         the earlier to occur of (i) 30 days after the approval thereof by the
         Borrower's Board of Directors and (ii) 90 days after the first day of
         each Fiscal Year of the Borrower, an annual budget, prepared on a
         monthly basis for such Fiscal Year of the Borrower containing
         consolidated and consolidating projected statements of earnings and
         cash flow of the Borrower and its Subsidiaries;

                  (j)      concurrently with the delivery of the financial
         statements described in clause (b) of this Section 8.1.1, a narrative
         explanation, in the form customarily provided to the Board of
         Directors of the Borrower, of any material variance from the budget of
         the Borrower for such Fiscal Year that is reflected in such financial
         statements; provided, however, if the foregoing is not provided to the
         Board of Directors of the Borrower the same shall, at the request of
         the Administrative Agent, be delivered to the Administrative Agent;

                  (k)      as soon as possible and in any event within three 
         days after the delivery thereof, copies of all notices, agreements or
         documents delivered pursuant to the Senior Note Purchase Agreements or
         the Ryder Subordinated 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, except for such notices, agreements or
         documents (i) delivered pursuant to the terms hereof or (ii) which are
         delivered in the ordinary course of each such agreement (such as
         borrowing requests, letter of credit requests and the like);

                  (l)      so long as the Collateral Release Date has not 
         occurred, on or before the second Determination Date immediately
         following March 31, June 30, September 30 and December 31 of each
         year, an Independent Accountant's Report (with a copy to the
         Collateral Agent); provided, however, that such Independent
         Accountant's Report shall not be required to be furnished if such
         Determination Date occurs during an Investment Grade Period;

                  (m)      on January 31, 2002, a certificate from an 
         Authorized Officer of the Borrower, dated as of such date, in which
         certificate such Authorized Officer shall certify that all actions
         necessary for the continued perfection of the Administrative Agent's
         Liens on all Collateral (as defined in each Loan Document) for the
         period from the fifth anniversary of the Closing Date until the Stated
         Maturity Date have been taken (including all recordings, registerings,
         filings, re-recordings, re-registerings and refilings of all


                                     -82-
<PAGE>   89


         financing statements, continuation statements or other instruments of
         further assurance as is necessary to ensure such continued
         perfection); and

                  (n)      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.    Compliance with Laws, Material Agreements, etc. 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 its corporate
         existence and qualification as a foreign corporation;

                  (b)      the maintenance and preservation of all governmental
         licenses, permits and other approvals necessary for it to perform its
         obligations under this Agreement, the Notes and each other Loan
         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;

                  (c)      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 the Effective Date, between Ford Motor Company and the
         Borrower, and the Advertising Agreement dated as of the Effective
         Date, between Ford Motor Company and the Borrower; and

                  (d)      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 8.1.3.    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 8.1.4.    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 


                                     -83-
<PAGE>   90


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.

         SECTION 8.1.5.    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 each Agent
and each Lender or any of their respective representatives, at reasonable times
and intervals, 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 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 either Agent's or any Lender's exercise of its
rights pursuant to this Section.

         SECTION 8.1.6.    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;

                  (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 on the
         business, property, operations, assets, liabilities, condition
         (financial or otherwise) or prospects of the Borrower and its
         Subsidiaries, taken as a whole;

                  (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 on the
         business, property,


                                     -84-
<PAGE>   91


         operations, assets, liabilities, condition (financial or otherwise) or
         prospects of the Borrower and its Subsidiaries, taken as a whole;

                  (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 8.1.6.

         SECTION 8.1.7.    Use of Proceeds. The Borrower shall apply the 
proceeds of each Credit Extension in accordance with the seventh recital;
without limiting the foregoing, no proceeds of any Loan will be used to acquire
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 8.1.8.    Debt Tender Offer and Consent Solicitation. The
Borrower shall cause the Debt Tender Offer and the Consent Solicitation to have
been consummated in accordance with their terms on or prior to July 16, 1998,
and after giving effect to such consummation no more than $87,000,000 in
principal amount of the Ryder Subordinated Notes shall be outstanding.

         SECTION 8.1.9.    Future Subsidiaries.  Without limiting the effect of
any provision contained herein (including Section 8.2.5), upon any Person
becoming either a direct or indirect Subsidiary of the Borrower (other than an
SPC or a Non-Material Subsidiary),

                  (a)      in the event such Person is a Subsidiary which is 
         not a Foreign Subsidiary, such Person (i) if not theretofore a party
         to the Subsidiary Guaranty, shall execute and deliver to the
         Administrative Agent a supplement to the Subsidiary Guaranty for the
         purpose of becoming a guarantor thereunder, which supplement shall be
         substantially in the form attached to the Subsidiary Guaranty, and
         (ii) if not theretofore a party to the Subsidiary Security Agreement
         and if the Collateral Release Date has not occurred, shall execute and
         deliver to the Administrative Agent within ten Business Days of
         becoming a Subsidiary of the Borrower a supplement to the Subsidiary
         Security Agreement for the purpose of becoming a grantor thereunder,
         which supplement shall be substantially in the form attached to the
         Subsidiary Security Agreement;

                  (b)      if the Collateral Release Date has not occurred, the
         Borrower and/or the Subsidiary of the Borrower that owns Capital Stock
         of such Person (which Subsidiary, if not theretofore a party to the
         Subsidiary Pledge Agreement, shall execute and deliver to the
         Administrative Agent a supplement to the Subsidiary Pledge Agreement
         for the purpose of becoming a pledgor thereunder, which supplement 
         shall be substantially in the form attached to the Subsidiary Pledge
         Agreement) shall, pursuant to the Pledge Agreement (as further
         supplemented, if necessary, by a Foreign Pledge Agreement) to which
         the Borrower or such Subsidiary is a party, pledge to the
         Administrative Agent 


                                     -85-
<PAGE>   92


         within ten Business Days of such Person becoming a Subsidiary of the
         Borrower all of the outstanding shares of the Capital Stock of such
         Person owned by the Borrower or such Subsidiary, together with (A)
         undated stock powers or equivalent instruments of transfer
         satisfactory to the Administrative Agent for such certificates or such
         other evidence of beneficial ownership, executed in blank (or, if any
         such shares of Capital Stock are uncertificated, the Administrative
         Agent shall have obtained "control" (as defined in the Uniform
         Commercial Code in effect in the State of New York) over such Capital
         Stock) and such other instruments and documents as the Administrative
         Agent shall deem necessary or in the reasonable opinion of the
         Administrative Agent desirable under applicable law to perfect the
         first priority security interest of the Administrative Agent in such
         Capital Stock and (B) executed copies of Uniform Commercial Code
         financing statements naming the Borrower or such Subsidiary as the
         debtor and the Administrative Agent as the secured party, suitable for
         filing under the Uniform Commercial Code of all jurisdictions as may
         be necessary or, in the reasonable opinion of the Administrative
         Agent, desirable to perfect the first priority security interest of
         the Administrative Agent in the interests of the Borrower or such
         Subsidiary in such Person pledged pursuant to such Pledge Agreement
         (and such Foreign Pledge Agreement, if applicable); provided, however,
         that the Borrower or such Subsidiary shall not be required to pledge
         the shares of Capital Stock of a Foreign Subsidiary required to be
         pledged hereunder (1) if the Required Lenders have otherwise agreed or
         (2) to the extent such pledge would (x) constitute an investment in
         earnings in United States property under Section 956 (or any successor
         provision thereto) of the Code that would increase the amount of
         income of the applicable pledgor that would otherwise be subject to
         United States income tax and (y) subject the Borrower or the Person
         the Capital Stock of which is being pledged to a significant adverse
         tax consequence, as determined by the Borrower and evidenced by a
         certificate of an Authorized Officer of the Borrower that is accepted
         in writing by the Administrative Agent (such acceptance not to be
         unreasonably withheld);

                  (c)      the Administrative Agent shall have received from 
         each such Subsidiary certified copies of Uniform Commercial Code
         Requests for Information or Copies (Form UCC-11), or a similar search
         report certified by a party acceptable to the Administrative Agent,
         dated a date reasonably near (but prior to) the date of any such
         Person becoming a direct or indirect Subsidiary of the Borrower,
         listing all effective financing statements, tax liens and judgment
         liens which name such Person as the debtor and which are filed in the
         jurisdictions in which filings are to be made pursuant to this
         Agreement and the other Loan Documents, and in such other
         jurisdictions as the Administrative Agent may reasonably request,
         together with copies of such financing statements (none of which
         (other than financing statements (i) filed pursuant to the terms
         hereof in favor of the Administrative Agent, if such Form UCC-11 or
         search report, as the case may be, is current enough to list such
         financing statements, (ii) being terminated pursuant to termination
         statements that are to be delivered on or prior to the date such
         Person becomes such Subsidiary or (iii) in respect of Liens permitted
         under Section 8.2.3) shall cover any of the collateral described in
         the Subsidiary Security Agreement); and


                                     -86-
<PAGE>   93

                  (d)      if the Collateral Release Date has not occurred, the
         Administrative Agent shall have received from each such Person within
         ten days of such Person becoming a Subsidiary of the Borrower executed
         copies of U.C.C. financing statements naming each such Person as the
         debtor and the Administrative Agent as the secured party, suitable for
         filing under the U.C.C. of all jurisdictions as may be necessary or,
         in the reasonable opinion of the Administrative Agent, desirable to
         perfect the first priority security interest of the Administrative
         Agent pursuant to the Subsidiary Security Agreement entered into by
         such Person,

together, in each case, with such opinions of legal counsel as the
Administrative Agent may reasonably request, which legal opinions shall be in
form and substance reasonably satisfactory to the Administrative Agent.

         SECTION 8.2.      Negative Covenants. The Borrower agrees with each 
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
those described in the first recital and 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 Loans and other 
         Obligations;

                  (b)      until the Closing Date, Indebtedness and identified
         in Item 8.2.2(b) ("Indebtedness to be Paid") of the Disclosure
         Schedule;

                  (c)      Indebtedness existing as of the Amendment Effective
         Date which is identified in Item 8.2.2(c) ("Ongoing Indebtedness") of
         the Disclosure Schedule (provided that any item of Indebtedness
         existing as of the Effective Date having a principal amount not
         exceeding $500,000 that is not identified in such Item 8.2.2(c) shall
         be permitted hereunder to the extent the aggregate principal amount of
         all such Indebtedness does not exceed $2,500,000);

                  (d) Indebtedness of Ryder in respect of the Ryder
         Subordinated Notes in an aggregate principal amount not to exceed (i)
         on or prior to July 16, 1998, $175,000,000 less the portion thereof
         repaid, redeemed or repurchased and (ii) thereafter, $87,000,000 less
         the portion thereof repaid, redeemed or repurchased;


                                     -87-
<PAGE>   94

                  (e)      Indebtedness of the Borrower in respect of the High
         Tides Debentures in an aggregate principal amount not to exceed the
         lesser of

                           (i)      the quotient obtained by dividing (A) the 
                  sum of $300,000,000 and the gross proceeds (not exceeding
                  $45,000,000) received by the Borrower pursuant to the
                  exercise of any "over-allotment option" under the Purchase
                  Agreement, less the portion thereof repaid, redeemed or
                  repurchased, by (B) 97% and

                           (ii)     the quotient obtained by dividing (A) the
                  aggregate liquidation value of the Convertible Preferred
                  Securities (exclusive of any Convertible Preferred Securities
                  which have been exchanged for common stock of the Borrower),
                  by (B) 97%;

                  (f)      Indebtedness of the Borrower in respect of the 
         Series B Notes in an aggregate principal amount not to exceed
         $50,000,000 less the portion thereof represented by Series B Notes
         which have been exchanged for common stock of the Borrower;

                  (g)      Vehicle Debt;

                  (h)      Indebtedness in respect of (i) Demand Capitalization
         Note I to the extent the obligations of BRACC thereunder (whether
         contingent or otherwise) do not exceed at any time $31,500,000, (ii)
         Demand Capitalization Note II to the extent the obligations of the
         Borrower thereunder (whether contingent or otherwise) do not exceed at
         any time $54,000,000, (iii) Demand Capitalization Note III to the
         extent the obligations of the Borrower thereunder (whether contingent
         or otherwise) do not exceed at any time $60,000,000 and (iv) Demand
         Capitalization Note IV to the extent the obligations of the Borrower
         thereunder (whether contingent or otherwise) do not exceed at any time
         $18,000,000;

                  (i)      Indebtedness of Foreign Subsidiaries incurred for 
         working capital purposes to the extent the aggregate principal amount
         thereof does not exceed at any time outstanding $30,000,000;

                  (j)       Indebtedness in an aggregate principal amount not
         to exceed $55,000,000 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 Section 8.2.7 to finance its
         acquisition of such assets;

                  (k)      unsecured Indebtedness incurred 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);


                                     -88-
<PAGE>   95


                  (l)      Indebtedness in respect of Capitalized Lease 
         Liabilities to the extent permitted by Section 8.2.7;

                  (m)      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 and not
         entered into for purposes of speculation;

                  (n)      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 currency values and
         entered into in the ordinary course of business and not for purposes
         of speculation;

                  (o)      [INTENTIONALLY OMITTED];

                  (p)      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;

                  (q) 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;

                  (r)      Indebtedness of Subsidiary Guarantors that are 
         Wholly Owned Subsidiaries of the Borrower owing to the Borrower or a
         Subsidiary Guarantor;

                  (s)      Indebtedness of Subsidiaries of the Borrower owing 
         to the Borrower or a Subsidiary Guarantor to the extent permitted by
         clause (g) of Section 8.2.5;

                  (t)      Contingent Liabilities of the Borrower in respect 
         of (i) the High Tides Guaranty and (ii) the guarantees of the Borrower
         in respect of Indebtedness of a Foreign Subsidiary of the type
         permitted and described in clause (g) or (i) above;

                  (u)      Indebtedness which refinances Indebtedness permitted
         by clause (f) above; provided, however, that after giving effect to
         such refinancing, (i) the principal amount of outstanding Indebtedness
         is not increased, (ii) neither the tenor nor the average life thereof
         is reduced, (iii) the respective obligor or obligors shall be the same
         on the refinancing Indebtedness as on the Indebtedness being
         refinanced, (iv) the security, if any, for the refinancing
         Indebtedness shall be the same as that for the Indebtedness being
         refinanced (except to the extent that less security is granted to
         holders of refinancing Indebtedness), (v) the holders of refinancing
         Indebtedness are not afforded covenants,


                                     -89-
<PAGE>   96


         defaults, rights or remedies more burdensome to the obligor or
         obligors than those contained in the Indebtedness being refinanced and
         (vi) the refinancing Indebtedness is subordinated to the same degree,
         if any, as the Indebtedness being refinanced; and

                  (v)      other Indebtedness of the Borrower and its 
         Subsidiaries in an aggregate amount not to exceed at any time
         outstanding $50,000,000;

provided, however, that no Indebtedness otherwise permitted by clauses (i),
(j), (l), (m), (n), (s) or (v) shall be permitted if, after giving effect to
the incurrence thereof, any Default shall have occurred and be continuing.

         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 the Obligations, granted
         pursuant to any Loan Document;

                  (b)      Liens securing payment of Indebtedness of the type
         permitted and described in clause (b) of Section 8.2.2;

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

                  (d)      Liens granted 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;

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

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

                  (g)      Liens granted to secure payment of Indebtedness 
         (other than Subordinated Intercompany Debt) of the type permitted and
         described in clause (q), (r) or (s) of Section 8.2.2;

                  (h)      Liens for taxes, assessments or other governmental
         charges or levies not at the time delinquent or thereafter payable
         without penalty or being diligently contested


                                     -90-
<PAGE>   97


         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 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;

                  (j)      Liens incurred in the ordinary course of business in
         connection with workmen's compensation, unemployment insurance or
         other forms of governmental 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;

                  (k)      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

                  (l)      other Liens securing Indebtedness in an aggregate 
         amount not to exceed $35,000,000 at any time outstanding (it being
         acknowledged that any such Liens shall not cover any property,
         revenues or assets constituting Collateral (as such term is defined in
         any Loan Document)).

         Notwithstanding the foregoing clauses (b) through (l), 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.

         SECTION 8.2.4.    Financial Condition.  The Borrower will not permit:

                  (a)      the Net Worth of the Borrower to be at any time less
         than the sum, at such time, of (i) $538,000,000 plus (ii) 50% of the
         Net Income of the Borrower for each Fiscal Year, commencing with the
         1998 Fiscal Year, as shall have been completed on or prior to such
         time (in each case with no reduction for net losses) plus 50% of Net
         Equity Proceeds;

                  (b)      the Leverage Ratio, as of the last day of each 
         Fiscal Quarter, commencing with the third Fiscal Quarter of the 1998
         Fiscal Year, to be greater than the ratio set forth opposite such
         Fiscal Quarter below:


                                     -91-
<PAGE>   98

        FISCAL QUARTER                                   RATIO

The third Fiscal Quarter of the                                                
   1998 Fiscal Year                                    4.25:1.00

The fourth Fiscal Quarter of
   the 1998 Fiscal Year and
   the first, second and third
   Fiscal Quarters of the 1999
   Fiscal Year                                         4.00:1.00

The fourth Fiscal Quarter of
   the 1999 Fiscal Year and 
   the first, second and third
   Fiscal Quarters of the 2000
   Fiscal Year                                         3.25:1.00

The fourth Fiscal Quarter of
   the 2000 Fiscal Year and
   the first, second and third
   Fiscal Quarters of the 2001
   Fiscal Year                                         3.00:1.00

The fourth Fiscal Quarter of
   the 2001 Fiscal Year and
   each Fiscal Quarter
   thereafter                                          2.75:1.00


                  (c)      the Interest Coverage Ratio, as of the last day of
         each Fiscal Quarter, commencing with the third Fiscal Quarter of the
         1998 Fiscal Year, to be less than the ratio set forth opposite such
         Fiscal Quarter below:


          FISCAL QUARTER                                 RATIO

The third Fiscal Quarter of the                                                 
   1998 Fiscal Year                                    3.50:1.00

The fourth Fiscal Quarter of the                                                
   1998 Fiscal Year and the                                                   
   first, second and third Fiscal                                             
   Quarters of the 1999 Fiscal                                                
   Year                                                3.75:1.00


                                     -92-
<PAGE>   99


          FISCAL QUARTER                                  RATIO

The fourth Fiscal Quarter of the                                                
     1999 Fiscal Year and each                                                  
     Fiscal Quarter thereafter                          4.00:1.00


         SECTION 8.2.5.    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 Amendment Effective Date
         and identified in Item 8.2.5(a) ("Ongoing Investments") of the
         Disclosure Schedule;

                  (b)      Cash Equivalent Investments and High Quality 
         Investments;

                  (c)      Investments which are Permitted Business 
         Acquisitions;

                  (d)      without duplication, Investments permitted as 
         Capital Expenditures pursuant to Section 8.2.7;

                  (e)      [INTENTIONALLY OMITTED];

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

                  (g)      Investments by the Borrower and Subsidiary 
         Guarantors in Subsidiaries of the Borrower (other than Budget Capital)
         that are not permitted by the preceding clause (f), 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 (t) of Section 8.2.2), to the
         extent the aggregate amount of such Investments in any Fiscal Year
         does not exceed $35,000,000 and the aggregate amount of such
         Investments at any time outstanding does not exceed $75,000,000;

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

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

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


                                     -93-
<PAGE>   100

                  (k)      other Investments in an aggregate amount at any one
         time not to exceed $35,000,000;

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 (c), 
         (e), (g) or (k) shall be permitted to be made if, immediately before
         or after giving effect thereto, any Default shall have occurred and be
         continuing.

         SECTION 8.2.6.    Restricted Payments, etc.  On and at all times after
         the Amendment Effective 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, 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; provided,
         however, that the Borrower may declare, pay and make Distributions to
         its stockholders in any Fiscal Year to the extent the aggregate amount
         of such Distributions to be made by the Borrower pursuant to this
         proviso, when added to the aggregate amount of all other such
         Distributions made pursuant to this proviso during the Fiscal Year in
         which such Distribution would be made, does not exceed 20% of the Net
         Income of the Borrower for the immediately preceding Fiscal Year, so
         long as

                           (i)      both before and after giving effect to any
                  such Distribution pursuant to the preceding proviso, no
                  Default shall have occurred and be continuing, and

                           (ii)     the Borrower shall have delivered to the
                  Administrative Agent (A) financial statements prepared on a
                  pro forma basis to give effect to such Distribution for the
                  period of four consecutive Fiscal Quarters ending with the
                  Fiscal Quarter then last ended for which financial statements
                  and the Compliance Certificate relating thereto have been
                  delivered to the Administrative Agent pursuant to Section
                  8.1.1 (including Section 8.1.1 of the Original Credit
                  Agreement) and (B) a certificate of the Borrower executed by
                  an Authorized Officer of the Borrower demonstrating that the
                  financial results reflected in such


                                     -94-
<PAGE>   101


                  financial statements would comply with the requirements of
                  Section 8.2.4 for the Fiscal Quarter in which such
                  Distribution is to be made;

                  (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); provided, however, that Budget
         Capital may declare, pay and make the quarterly distributions set
         forth in the Budget Capital Trust Documents on the stated, scheduled
         dates therefor;

                  (c)      the Borrower will not, and will not permit any of 
         its Subsidiaries to

                           (i) make any payment or prepayment of principal of,
                  or make any payment of interest on, any Subordinated Debt
                  (other than Subordinated Debt held by the Borrower or any
                  Wholly Owned Subsidiary of the Borrower that is a Subsidiary
                  Guarantor), other than payments of interest on the stated,
                  scheduled date for such payments of interest as set forth in
                  the documents and instruments memorializing such Subordinated
                  Debt, or which would violate the subordination provisions of
                  such Subordinated Debt; or

                           (ii) redeem, purchase or defease, any Subordinated
                  Debt (other than Subordinated Debt held by the Borrower or
                  any Wholly Owned Subsidiary of the Borrower that is a
                  Subsidiary Guarantor); and

                  (d) the Borrower will not, and will not permit any of its
         Subsidiaries to, make any deposit for any of the foregoing purposes.

         SECTION 8.2.7.    Capital Expenditures, etc.  (a)  The Borrower will
not, and will not permit any of its Subsidiaries to, make or commit to make
Capital Expenditures in any Fiscal Year, except (i) Capital Expenditures for the
acquisition of Vehicles and (ii) other Capital Expenditures which do not
aggregate in excess of the amount set forth below opposite such Fiscal Year:


                                     -95-
<PAGE>   102


                    1998                                 $86,000,000
                    1999                                 $65,000,000
                    2000                                 $70,000,000
                    2001                                 $73,000,000
                    2002                                 $77,000,000
                    2003                                 $40,000,000

                  (b)      Notwithstanding anything to the contrary contained 
         in Section 8.2.7(a)(ii) above, to the extent that Capital Expenditures
         made by the Borrower and its Subsidiaries during any Fiscal Year are
         less than the maximum amount permitted to be made for such Fiscal Year
         pursuant to Section 8.2.7(a)(ii) above, 50% of such unused amount
         (each such amount, a "carry-forward amount") may be carried forward to
         the immediately succeeding Fiscal Year and utilized to make Capital
         Expenditures in such succeeding Fiscal Year in the event the amount
         permitted pursuant to Section 8.2.7(a)(ii) in such succeeding Fiscal
         Year has been used (it being understood and agreed that no
         carry-forward amount may be carried forward beyond the Fiscal Year
         immediately succeeding the Fiscal Year in which it arose and that no
         portion of the carry-forward amount available for any Fiscal Year may
         be used until the entire amount of Capital Expenditures permitted to
         be made in such Fiscal Year (without giving effect to such
         carry-forward amount) shall be made); provided, however, that in no
         event shall the Capital Expenditures made by the Borrower and its
         Subsidiaries during any Fiscal Year pursuant to Section 8.2.7(a)(ii)
         and this Section 8.2.7(b) exceed 135% of the amount set forth for such
         Fiscal Year in Section 8.2.7(a)(ii).

           SECTION 8.2.8.  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
8.2.8).

           SECTION 8.2.9.  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 Person, or otherwise enter
into or consummate any Business Acquisition not constituting an Investment,
except

                  (a)      any Subsidiary of the Borrower may liquidate or
         dissolve voluntarily into, and may merge with and into, the Borrower
         or any Wholly Owned Subsidiary of the Borrower, and the assets or
         stock of any Subsidiary of the Borrower may be purchased or otherwise
         acquired by the Borrower or any Wholly Owned Subsidiary of the
         Borrower; and


                                     -96-
<PAGE>   103


                  (b)      so long as no Default has occurred and is continuing
         or would occur after giving effect thereto, the Borrower or any of its
         Subsidiaries may enter into or consummate any Permitted Business
         Acquisition.

         SECTION 8.2.10.   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) to any Person,
unless

                  (a)      any such sale, transfer, lease, contribution or
         conveyance is in the ordinary course of its business or is permitted
         by Section 8.2.9;

                  (b)      any such issuance is an issuance of Capital Stock of
         the Borrower;

                  (c) (i)  any such sale, transfer or conveyance is for not
           less than the fair market value of the assets so sold, transferred
           or conveyed (as determined in good faith by the Board of Directors
           of the Borrower or a committee thereof, whose determination shall be
           evidenced by a certified written resolution of such Board or
           committee) and the consideration received by the Borrower or the
           relevant Subsidiary of the Borrower in respect thereof consists of
           at least 75% cash or Cash Equivalent Investments and (ii) the fair
           market value of such assets, together with the aggregate fair market
           value of all other assets sold, transferred or conveyed pursuant to
           this clause (c) in the Fiscal Year such assets are sold, transferred
           or conveyed, does not exceed $35,000,000; provided, however, that no
           such sale, transfer or conveyance shall be permitted to be made if
           immediately before or after giving effect thereto, any Default shall
           have occurred and be continuing; or

                  (d)      without limiting the effect in any manner of the
           provisions of Article IX, any such sale, transfer or conveyance of
           Vehicles is in connection with a Liquidation Event of Default (as
           defined in the Liquidity Facility) or similar event of default with
           respect to Budget Funding Corporation, TFFC or any other SPC under
           any other agreement relating to Vehicle Debt.

         SECTION 8.2.11.   Modification of Certain Agreements. The Borrower 
will not consent to, and will not permit any of its Subsidiaries to consent to,
any amendment, supplement or other modification of (a) any of the terms or
provisions contained in, or applicable to, a Stock Purchase Agreement, the
Ryder Merger Agreement, the Budget Capital Trust Documents or the Debt
Tender/Consent Solicitation Documents, other than any amendment, supplement or
other modification which would not have an adverse effect on the Lenders or (b)
the Liquidity Facility, the Series A Note Purchase Agreements, the Series A
Notes, the Series B Note Purchase Agreements, the Series B Notes, the High
Tides Debentures, the High Tides Debentures Indenture, the High Tides Guaranty
or any other document or instrument evidencing or applicable to any
Subordinated Debt, other than any amendment, supplement or other


                                     -97-
<PAGE>   104


modification which satisfies each of the requirements set forth in the proviso
to clause (u) of Section 8.2.2 or which would not have an adverse effect on the
Lenders.

         SECTION 8.2.12.   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
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 and (c) the
rate of interest on any Indebtedness permitted pursuant to clause (s) of
Section 8.2.2.

         SECTION 8.2.13.   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 Loan 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 (g), (j) or (l) 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;

                  (iii)    usual and customary restrictions pursuant to any
           agreement relating to any Indebtedness of any Foreign Subsidiary
           permitted pursuant to clause (i) of Section 8.2.2, such as
           maintenance of net worth or other balance sheet conditions,


                                     -98-
<PAGE>   105


           provided that such restrictions are agreed to in good faith and,
           where applicable, based upon reasonable assumptions; or

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

         SECTION 8.2.14.   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 Loan Document or (b) containing any provision that would contravene any
provision of this Agreement or any other Loan Document.

         SECTION 8.2.15.   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 8.2.16.   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.


                                   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 or prepayment when due of any
principal of any Loan, (b) default in the payment when due of any Reimbursement
Obligation, or (c) default (and such default shall continue unremedied for a
period of three Business Days) in the payment when due of any interest on any
Loan, 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 Loan Document executed by it or any other writing or certificate
furnished by or on behalf of the Borrower or any other Obligor to either Agent
or any Lender for the purposes of or in connection with this Agreement or any
such other Loan Document (including any certificates delivered pursuant to
Article VI or the Assignment and Amendment Agreement) is or shall be incorrect
when made in any material respect.


                                     -99-
<PAGE>   106


         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 (except to
the extent such Section relates to a Non-Material Subsidiary), 8.1.8, or 8.1.9.

         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 Loan Document executed by it, and
such default shall continue unremedied for a period of 30 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 in the payment when due (subject to any applicable grace period),
whether by acceleration or otherwise, of any Indebtedness (other than
Indebtedness described in Section 9.1.1) of the Borrower or any of its
Subsidiaries or any other Obligor having a principal amount, individually or in
the aggregate, in excess of $15,000,000, 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.

                  (b)      A Liquidity Agreement Amortization Event (as defined
in the Liquidity Facility) shall have occurred or TFFC is unable to finance the
purchase of Vehicles pursuant to the CP Program or any similar event shall have
occurred with respect to TFFC or any other SPC.

                  (c)      A default shall occur in the payment when due 
(subject to any applicable grace period), whether by acceleration or otherwise,
of any amount payable by the Borrower or Budget Capital with respect to the
High Tides Debentures or the Convertible Preferred Securities, or a default
shall occur in the performance or observance of any obligation or condition
with respect to the High Tides Debentures or the Convertible Preferred
Securities if the effect of such default is to accelerate the maturity of the
High Tides Debentures or result in the mandatory redemption of the Convertible
Preferred Securities or such default shall continue unremedied for any
applicable period of time sufficient to permit the holder or holders of the
High Tides Debentures or the Convertible Preferred Securities, or any trustee
or agent for such holders, to cause the High Tides Debentures to become due and
payable prior to their expressed maturity or cause the Convertible Preferred
Securities to become mandatorily redeemable.

         SECTION 9.1.6.    Judgments.  Any judgment or order for the payment of
money in excess of $15,000,000 shall be rendered against the Borrower or any of
its Subsidiaries or any other Obligor and either

                  (a)      enforcement proceedings shall have been commenced 
         by any creditor upon such judgment or order; or


                                     -100-
<PAGE>   107


                  (b)      there shall be any period of 30 consecutive days 
         during which a stay of enforcement of such judgment or order, by
         reason of a pending appeal or otherwise, shall not be in effect.

         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 (provided, however, that
         the Borrower may terminate its domestic defined benefit pension plan
         which it suspended effective December 31, 1991, so long as such
         termination does not result in the Borrower or any member of its
         Controlled Group incurring a liability in respect of such Pension Plan
         in excess of $10,000,000); 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.    Bankruptcy, Insolvency, etc.  The Borrower or any 
of its Subsidiaries (other than a Non-Material Subsidiary) or any other Obligor
shall

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

                  (b)      apply for, consent to, or acquiesce in, the 
         appointment of a trustee, receiver, sequestrator or other custodian
         for the Borrower or any of its Subsidiaries or any other Obligor 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 the Borrower or any of
         its Subsidiaries or any other Obligor 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, provided that
         the Borrower, each of its Subsidiaries and each other Obligor hereby
         expressly authorizes the Administrative Agent and each Lender to
         appear in any court conducting any relevant proceeding during such 60-
         day period to preserve, protect and defend their rights under the Loan
         Documents;

                  (d)      permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or


                                     -101-
<PAGE>   108


         insolvency law, or any dissolution, winding up or liquidation
         proceeding, in respect of the Borrower or any of its Subsidiaries or
         any other Obligor, and, if any such case or proceeding is not
         commenced by the Borrower or such Subsidiary or such other Obligor,
         such case or proceeding shall be consented to or acquiesced in by the
         Borrower or such Subsidiary or such other Obligor or shall result in
         the entry of an order for relief or shall remain for 60 days
         undismissed, provided that the Borrower, such Subsidiary and each
         other Obligor hereby expressly authorizes each Agent and each Lender
         to appear in any court conducting any such case or proceeding during
         such 60-day period to preserve, protect and defend their rights under
         the Loan Documents; or

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

         SECTION 9.1.10.   Impairment of Security, etc. (a) Any Loan Document,
or any Lien granted thereunder, 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; the
Borrower, any other Obligor or any other party shall, directly or indirectly,
contest in any manner such effectiveness, validity, binding nature or
enforceability; or any Lien securing any Obligation shall, in whole or in part,
cease to be a perfected first priority Lien, subject only to those exceptions
expressly permitted by such Loan Document.

                  (b)      The subordination provisions contained in the Series
         A Note Purchase Agreements, the Series B Note Purchase Agreements, the
         Ryder Subordinated Note Indenture, the High Tides Debentures Indenture
         or the High Tides Guaranty shall, in whole or in part, terminate,
         cease to be effective or cease to be the legally valid, binding and
         enforceable obligation of any holder of Series A Notes, Series B
         Notes, Ryder Subordinated Notes, High Tides Debentures or Convertible
         Preferred Securities or of any party to the Series A Note Purchase
         Agreements, the Series B Note Purchase Agreements, the Ryder
         Subordinated Note Indenture, the High Tides Debenture Indenture or the
         High Tides Guaranty; or any such holder, any such party or any party
         to the Budget Capital Trust Documents shall, directly or indirectly,
         contest in any manner such effectiveness, validity, binding nature or
         enforceability of such subordination provisions.

         SECTION 9.2.      Action if Bankruptcy. If any Event of Default 
described in clauses (a) through (d) of Section 9.1.9 shall occur, the
Commitments (if not theretofore terminated) shall automatically terminate and
the outstanding principal amount of all outstanding Loans and all other
Obligations shall automatically be and become immediately due and payable and
the Borrower shall immediately comply with its obligations under Section 4.7,
in each case, without notice or demand.

         SECTION 9.3.      Action if Other Event of Default. If any Event of
Default (other than any Event of Default described in clauses (a) through (d)
of Section 9.1.9) shall occur for any reason, whether voluntary or involuntary,
and be continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Borrower declare all or any portion of the
outstanding principal amount of the Loans and other Obligations to be due and
payable


                                     -102-
<PAGE>   109


and/or the Commitments (if not theretofore terminated) to be terminated and/or
demand immediate compliance of the Borrower with its obligations under Section
4.7, whereupon the full unpaid amount of such Loans and other Obligations which
shall be so declared due and payable shall be and become immediately due and
payable, without further notice, demand or presentment, the Commitments shall
terminate and/or, as the case may be, the Borrower shall be obligated to comply
immediately with its obligations under Section 4.7.


                                   ARTICLE X

                                   THE AGENTS

         SECTION 10.1.     Actions. Each Lender hereby appoints Credit Suisse
First Boston as its Administrative Agent and NationsBanc as its Documentation
Agent under and for purposes of this Agreement, the Notes and each other Loan
Document. Each Lender authorizes the Administrative Agent to act on behalf of
such Lender under this Agreement, the Notes and each other Loan Document 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) each 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, such Agent in any way relating to or arising out of this Agreement,
the Notes and any other Loan Document, including reasonable attorneys' fees,
and as to which such 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
determined by a court of competent jurisdiction in a final proceeding to have
resulted solely from such Agent's gross negligence or wilful misconduct. No
Agent shall be required to take any action hereunder, under the Notes or under
any other Loan Document, or to prosecute or defend any suit in respect of this
Agreement, the Notes or any other Loan Document, unless such Agent is
indemnified hereunder to its satisfaction. If any indemnity in favor of either
Agent shall be or become, in such Agent's determination, inadequate, such Agent
may call for additional indemnification from the Lenders and cease to do the
acts indemnified against hereunder until such additional indemnity is given.

         SECTION 10.2.     Funding Reliance, etc. Unless the Administrative 
Agent shall have been notified by telephone, confirmed in writing, by any
Lender by 12:00 noon (New York City, New York time) on the Business Day of a
Borrowing, with respect to ABR Loans, and by 5:00 p.m. (New York City, New York
time) on the Business Day prior to a Borrowing, with respect to Eurocurrency
Loans, that such Lender will not make available the amount which would


                                     -103-
<PAGE>   110


constitute its Percentage of such Borrowing on the date specified therefor, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent and, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If and to the extent that
such Lender shall not have made such amount available to the Administrative
Agent, such Lender and the Borrower severally agree to repay the Administrative
Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date the Administrative Agent made such amount
available to the Borrower to the date such amount is repaid to the
Administrative Agent, at the interest rate applicable at the time to Loans
comprising such Borrowing (in the case of the Borrower) and (in the case of the
Lender), at the Federal Funds Rate for the first two Business Days after which
such amount has not been repaid, and thereafter at the interest rate applicable
to Loans comprising such Borrowing.

         SECTION 10.3.     Exculpation. Neither Agent nor any of their 
respective 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 Loan Document, or in connection herewith or therewith, except for
its own wilful misconduct or gross negligence, 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 Loan Document, nor for
the creation, perfection or priority of any Liens purported to be created by
any of the Loan 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 Loan Document. Any such inquiry which may be made by either
Agent shall not obligate it to make any further inquiry or to take any action.
Each Agent shall be entitled to rely upon advice of counsel concerning legal
matters and upon any notice, consent, certificate, statement or writing which
such Agent believes to be genuine and to have been presented by a proper
Person.

         SECTION 10.4.     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


                                     -104-
<PAGE>   111


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 X 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 10.3 and Section 10.4 shall continue to 
         inure to its benefit.

         SECTION 10.5.     Credit Extensions by Agents. Each Agent shall have 
the same rights and powers with respect to (x) the Loans made by it in its
capacity as a Lender or any of its Affiliates, (y) the Notes held by it or any
of its Affiliates, and (z) its participating interests in the Letters of Credit
as any other Lender and may exercise the same as if it were not an Agent. Each
Agent and its Affiliates may accept deposits from, 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 and NationsBanc were not
Agents hereunder.

         SECTION 10.6.     Credit Decisions. Each Lender acknowledges that it
has, independently of each Agent and each other Lender, and based on such
Lender's review of the financial information of the Borrower, this Agreement,
the other Loan 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 each
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 Loan
Document.

         SECTION 10.7.     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 Loan Document.


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.1.     Waivers, Amendments, etc.  The provisions of this 
Agreement and of each other Loan Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Borrower and the


                                     -105-
<PAGE>   112


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 shall be effective unless consented to by each
         Lender;

                  (b)      modify this Section 11.1, change the definition of
         "Required Lenders" or "Supermajority Lenders", increase the 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 Loan Document, release any Guarantor from
         its obligations under its Guaranty, or extend the Loan Commitment
         Termination Date or the Letter of Credit Commitment Termination Date
         shall be made without the consent of each Lender;

                  (c)      release all or substantially all collateral security
         which is not a component in the Borrowing Base Amount, except as
         otherwise specifically provided in any Loan Document shall be made
         without the consent of the Supermajority Lenders;

                  (d)      extend the due date for, or reduce the amount of, 
         (i) any scheduled repayment or prepayment of principal of or interest
         on any Loan (or reduce the principal amount of or rate of interest on
         any Loan) or (ii) 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)      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 either Agent, the Issuer, any Lender or the
holder of any Note in exercising any power or right under this Agreement or any
other Loan 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 either Agent, the
Issuer, any Lender or the holder of any Note under this Agreement or any other
Loan Document shall, except as may be otherwise stated in such waiver or
approval, be applicable to subsequent transactions. No waiver or


                                     -106-
<PAGE>   113


approval hereunder shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder.

         Notwithstanding any provision to the contrary herein or in any other
Loan Document, as soon as practicable following the occurrence of the
Collateral Release Date all Collateral granted by the Borrower and each of its
Subsidiaries pursuant to a Loan Document shall be released from the Lien of
such Loan Document. Each of the Lenders authorizes the Administrative Agent to
take all actions and execute all documentation necessary to effect such
release, and the Administrative Agent, at the Borrower's and each such
Subsidiary's sole expense, shall execute and deliver to the Borrower and the
applicable Subsidiary such documents as the Borrower and the applicable
Subsidiary shall reasonably request to evidence such release.

         SECTION 11.2.     Notices. All notices and other communications 
provided to any party hereto under this Agreement or any other Loan Document
shall be in writing or by facsimile and addressed, delivered or transmitted to
such party at its address or facsimile number set forth in the case of the
Borrower or any Agent, below its signature hereto or in the case of any Lender,
in Schedule II hereto or in a Lender Assignment Agreement or at such other
address or facsimile number as may be designated by such party in a notice to
the other parties. 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 11.3.  Payment of Costs and Expenses.  The Borrower agrees to
pay on demand all expenses of each Agent (including the fees and out-of-pocket
expenses of counsel to the Agents and of local counsel, if any, who may be
retained by counsel to the Agents) in connection with

                  (a)      the negotiation, preparation, execution and delivery
         of this Agreement and of each other Loan Document, including schedules
         and exhibits, and any amendments, waivers, consents, supplements or
         other modifications to this Agreement or any other Loan 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 Agents in the event that the transactions
         contemplated hereby are not consummated and such non-consummation
         results from the failure of the Agents to negotiate and deal with the
         Borrower in good faith);

                  (b)      the filing, recording, refiling or rerecording of 
         any Loan 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 Loan Document; and


                                     -107-
<PAGE>   114

                  (c)      the preparation and review of the form of any 
         document or instrument relevant to this Agreement or any other Loan
         Document.

The Borrower further agrees to pay, and to save the Agents, 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 Notes, Letters of Credit or
any other Loan Documents. The Borrower also agrees to reimburse each Agent, the
Issuer and each Lender upon demand for all reasonable out-of-pocket expenses
(including attorneys' fees and legal expenses) incurred by such 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.

         SECTION 11.4.     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 each 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 Transaction or the use of any Letter of Credit;

                  (b)      the entering into and performance of this Agreement
         and any other Loan 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 such 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; or


                                     -108-
<PAGE>   115


                  (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,

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 wilful misconduct. 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 11.5.     Survival. The obligations of the Borrower under
Sections 4.9, 5.3, 5.4, 5.5, 5.6, 11.3 and 11.4, and the obligations of the
Lenders under Section 10.1, shall in each case survive any assignment from one
Lender to another (in the case of Sections 10.3 and 10.4) 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 Loan Document shall survive the execution and
delivery of this Agreement and each such other Loan Document.

         SECTION 11.6.     Severability. Any provision of this Agreement or any
other Loan 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 Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

         SECTION 11.7.     Headings. The various headings of this Agreement and
of each other Loan Document are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or such other Loan
Document or any provisions hereof or thereof.

         SECTION 11.8.     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 pursuant to the terms of the Assignment and
Amendment Agreement.

         SECTION 11.9.     Governing Law; Entire Agreement. THIS AGREEMENT, THE
NOTES AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. This Agreement, the
Fee Letter, the Notes and the other Loan 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.


                                     -109-
<PAGE>   116


         SECTION 11.10.    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 11.11.

         SECTION 11.11.    Sale and Transfer of Loans and Notes; Participations
in Loans and Notes. Each Lender may assign, or sell participations in, its
Loans, Letters of Credit and Commitments to one or more other Persons in
accordance with this Section 11.11.

         SECTION 11.11.1.  Assignments.  Any Lender,

                  (a)      with the written consents of the Borrower, the 
         Issuer and the Administrative Agent (which consents shall not be
         unreasonably delayed or withheld and which consent, in the case of the
         Borrower, shall be deemed to have been given in the absence of a
         written notice delivered by the Borrower to the Administrative Agent,
         on or before the fifth Business Day after receipt by the Borrower of
         such Lender's request for consent, stating, in reasonable detail, the
         reasons why the Borrower proposes to withhold such consent) 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 Loans and Commitments (which assignment and delegation
shall be of a constant, and not a varying, percentage of all the assigning
Lender's Loans and Commitments) in a minimum aggregate amount of $5,000,000 (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 Lenders total Loans and Commitments, such assigning Lender shall
continue to have Commitments, participations in Letter of Credit Outstandings
and Loans aggregating at least $5,000,000 (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 5.6; 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


                                     -110-
<PAGE>   117


                  (i)      written notice of such assignment and delegation,
         together with payment instructions, addresses and related information
         with respect to such Assignee Lender, 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 Loan 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
Loan Documents. Within five Business Days after its receipt of notice that the
Administrative Agent has received an executed Lender Assignment Agreement, the
Borrower shall, to the extent requested, execute and deliver to the
Administrative Agent (for delivery to the relevant Assignee Lender) new Notes
evidencing such Assignee Lender's assigned Loans and Commitments and, if the
assigning Lender has retained Loans and Commitments hereunder which are
evidenced by any Notes, replacement Notes in the principal amount of the Loans
and Commitments retained by the assignor Lender hereunder (such Notes to be in
exchange for, but not in payment of, those Notes then held by such assignor
Lender). Each such Note shall be dated the date of the predecessor Notes. The
assignor Lender shall mark the predecessor Notes "exchanged" and deliver them
to the Borrower. Accrued interest on that part of the principal comprising any
assigned Loans, and accrued fees, shall be paid as provided in the Lender
Assignment Agreement. Accrued interest on that part of the principal of any
Loans not assigned shall be paid to the assignor Lender. Accrued interest and
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 11.11.1 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 (including the Loans owing to it and the Notes held
by it) in favor of any Federal Reserve Bank in accordance with Regulation A of
the F.R.S. Board.

         SECTION 11.11.2.  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


                                     -111-
<PAGE>   118


herein called a "Participant") participating interests (or a sub-participating
interest, in the case of a Lender's participating interest in a Letter of
Credit) in any of the Loans, Commitments, or other interests of such Lender
hereunder; provided, however, that

                  (a)      no participation or sub-participation contemplated
         in this Section 11.11 shall relieve such Lender from its Commitments
         or its other obligations hereunder or under any other Loan 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 Loan 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 Loan 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) or (d) of Section 11.1, and

                  (e)      the Borrower shall not be required to pay any amount
         under Section 5.6 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 5.3, 5.4, 5.5, 5.6, 5.8, 5.9, 11.3 and 11.4, shall be considered a
Lender.

         SECTION 11.12.    Other Transactions. Nothing contained herein shall
preclude either Agent or any other Lender from engaging in any transaction, in
addition to those contemplated by this Agreement or any other Loan 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 11.13.    Independence of Covenants. All covenants contained 
in this Agreement and each other Loan 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 11.14.    Forum Selection and Consent to Jurisdiction.  ANY 
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF


                                     -112-
<PAGE>   119


CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY
BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE
AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE BORROWER HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH SUCH PERSON MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT
THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION
OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO SUCH PERSON OR THE PROPERTY OF SUCH PERSON, THE BORROWER HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF THE OBLIGATIONS OF SUCH PERSON
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         SECTION 11.15.    Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE
LENDERS AND THE BORROWER 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 LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS
OR THE BORROWER. THE BORROWER ACKNOWLEDGES AND AGREES THAT EACH SUCH PERSON HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH SUCH PERSON IS A PARTY) AND THAT
THIS PROVISION IS A


                                     -113-
<PAGE>   120


MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO
THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.


               [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]


                                     -114-
<PAGE>   121


         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/ Stephen G. Worthley
                                         -----------------------------------
                                         Name:  Stephen G. Worthley
                                         Title: Vice President and Treasurer

                                      Address:    4225 Naperville Road
                                                  Lisle, IL 60532

                                      Facsimile No.: (630) 955-7810

                                      Attention:  Scott R. White
                                                  Executive Vice President



                                      CREDIT SUISSE FIRST BOSTON, as a Co-
                                        Syndication Agent, a Co-Arranger,
                                        the Issuer and the Administrative Agent


                                      By: /s/ Julia P. Kingsbury
                                         -----------------------------------
                                         Name:  Julia P. Kingsbury
                                         Title: Assistant Vice President


                                      By: /s/ Robert Hetu
                                         -----------------------------------
                                         Name:  Robert Hetu
                                         Title: Associate

                                      Address:    Eleven Madison Avenue
                                                  21st Floor
                                                  New York, NY  10010-3629

                                      Facsimile No.:  (212) 325-8304

                                      Attention:  Robert Hetu


                                      S-1
<PAGE>   122


                                      NATIONSBANC MONTGOMERY SECURITIES
                                        LLC, as a Co-Syndication Agent, a
                                        Co-Arranger and the Documentation Agent


                                      By: /s/ Arrington H. Mixon
                                         -----------------------------------
                                         Name:  Arrington H. Mixon
                                         Title:

                                      Address:    100 North Tryon Street
                                                  7th Floor
                                                  Charlotte, NC 28255

                                      Facsimile No.: (704) 388-0209

                                      Attention:  Arrington H. Mixon



                                      LENDERS:

                                      CREDIT SUISSE FIRST BOSTON

                                      By: /s/ Julia P. Kingsbury
                                         -----------------------------------
                                         Name:  Julia P. Kingsbury
                                         Title: Assistant Vice President


                                      By: /s/ Robert Hetu
                                         -----------------------------------
                                         Name:  Robert Hetu
                                         Title: Associate



                                      NATIONSBANK, N.A.


                                      By: /s/
                                         -----------------------------------
                                         Name:
                                         Title:


                                      S-2
<PAGE>   123


                                      BANK OF HAWAII


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



                                      BANK OF MONTREAL


                                      By: /s/ Sheila C. Weimer
                                         -----------------------------------
                                         Name:  Sheila C. Weimer
                                         Title: Director



                                      THE BANK OF NEW YORK


                                      By: /s/ Steven Wilson
                                         -----------------------------------
                                         Name:  Steven Wilson
                                         Title: AVP



                                      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-3
<PAGE>   124


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


                                      By: /s/ Harvey Winter
                                         -----------------------------------
                                         Name:  Harvey Winter
                                         Title: Vice President



                                      BANK UNITED


                                      By: /s/ Phil Green
                                         -----------------------------------
                                         Name:  Phil Green
                                         Title: Director, Commercial Loan
                                                Syndications



                                      PARIBAS


                                      By: /s/ Nicholas C. Mast
                                         -----------------------------------
                                         Name:  Nicholas C. Mast
                                         Title: Regional General Manager


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


                                      BANQUE WORMS CAPITAL CORPORATION


                                      By: /s/ 
                                         -----------------------------------
                                         Name:
                                         Title:


                                      S-4
<PAGE>   125


                                      BHF-BANK AKTIENGESELLSCHAFT


                                      By: /s/ 
                                         -----------------------------------
                                         Name:
                                         Title:


                                      By: /s/ Anthony Heyman
                                         -----------------------------------
                                         Name:  Anthony Heyman
                                         Title: Assistant Vice President



                                      CIBC, INC.

                                      By: /s/ Stephanie E. Devane
                                         -----------------------------------
                                         Name:  Stephanie E. Devane
                                         Title: Executive Director
                                                CIBC Oppenheimer Corp.,
                                                  as Agent



                                      COMPAGNIE FINANCIERE DE CIC ET DE
                                        L'UNION EUROPEENNE


                                      By: /s/ Martha Skidmore
                                         -----------------------------------
                                         Name:  Martha Skidmore
                                         Title: Vice President


                                      By: /s/ Marie-Rose Sensenbrenner
                                         -----------------------------------
                                         Name:  Marie-Rose Sensenbrenner
                                         Title: Vice President


                                      S-5
<PAGE>   126


                                      COMMERZBANK AKTIENGESELLSCHAFT,
                                        CHICAGO BRANCH

                                      By: /s/ 
                                         -----------------------------------
                                         Name:
                                         Title:



                                      CREDIT AGRICOLE INDOSUEZ


                                      By: /s/ Katherine L. Abbott
                                         -----------------------------------
                                         Name:  Katherine L. Abbott
                                         Title: First Vice President


                                      By: /s/ David Bouhl
                                         -----------------------------------
                                         Name:  David Bouhl F.V.P.
                                         Title: Head of Corporate Banking



                                      CREDIT LYONNAIS CHICAGO BRANCH


                                      By: /s/ Sandra E. Horwitz
                                         -----------------------------------
                                         Name:  Sandra E. Horwitz
                                         Title: Senior Vice President


                                      S-6
<PAGE>   127


                                      DRESDNER BANK AG, NEW YORK AND
                                        GRAND CAYMAN BRANCHES


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


                                      By: /s/ Deborah Slusarczyk
                                         -----------------------------------
                                         Name:  Deborah Slusarczyk
                                         Title: Vice President

     
                                      ERSTE BANK DER OESTERREICHISCHEN
                                        SPARKASSEN AG


                                      By: /s/ John Fay
                                         -----------------------------------
                                         Name:  John Fay
                                         Title: AVP



                                      FLEET BANK, N.A.


                                      By: /s/ Andrea H. Lee
                                         -----------------------------------
                                         Name:  Andrea H. Lee
                                         Title: VP



                                      THE FUJI BANK, LIMITED


                                      By: /s/ Peter L. Chinnici
                                         -----------------------------------
                                         Name:  Peter L. Chinnici
                                         Title: Joint General Manager



                                      GREEN TREE FINANCIAL SERVICING CORP.


                                      S-7
<PAGE>   128


                                      By: /s/ Christopher A. Gouskos
                                         -----------------------------------
                                         Name:  Christopher A. Gouskos
                                         Title: Senior Vice President
                                                General Manager



                                      IMPERIAL BANK


                                      By: /s/ Mark Campbell
                                         -----------------------------------
                                         Name:  Mark Campbell
                                         Title: Senior Vice President
                                                



                                      THE LONG-TERM CREDIT BANK OF JAPAN,
                                        LTD.


                                      By: /s/ Thomas N. Meyer
                                         -----------------------------------
                                         Name:  Thomas N. Meyer
                                         Title: Senior Vice President



                                      NATEXIS BANQUE


                                      By: /s/ Pieter J. van Tulder
                                         -----------------------------------
                                         Name:  Pieter J. van Tulder
                                         Title: Vice President and Manager
                                                Multinational Group



                                      PNC BANK, N.A.


                                      By: /s/ Ralph M. Bowman
                                         -----------------------------------
                                         Name:  Ralph M. Bowman
                                         Title: Vice President


                                      S-8
<PAGE>   129


                                      SOUTHERN PACIFIC BANK


                                      By: /s/ Cheryl A. Wasilewski
                                         -----------------------------------
                                         Name:  Cheryl A. Wasilewski
                                         Title: Vice President



                                      THE SUMITOMO BANK, LIMITED, NEW
                                        YORK BRANCH


                                      By: /s/ Kazuyoshi Ogawa
                                         -----------------------------------
                                         Name:  Kazuyoshi Ogawa
                                         Title: Joint General Manager



                                      SUNTRUST BANK CENTRAL FLORIDA, N.A.


                                      By: /s/ Janet P. Sammons
                                         -----------------------------------
                                         Name:  Janet P. Sammons
                                         Title: Vice President



                                      TORONTO DOMINION (TEXAS), INC.


                                      By: /s/ J.R. Lents
                                         -----------------------------------
                                         Name:  J.R. Lents
                                         Title: Vice President



                                      THE TOYO TRUST & BANKING CO., LTD.


                                      By: /s/ T. Mikumo
                                         -----------------------------------
                                         Name:  T. Mikumo
                                         Title: Vice President


                                      S-9