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                                                                   EXHIBIT 10.43

                           SIXTH AMENDMENT TO AMENDED
                          AND RESTATED CREDIT AGREEMENT

         THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of February 9, 2001 (this "Amendment"), is made by and among BUDGET GROUP, INC.,
a Delaware corporation (the "Borrower"), the Lenders (such capitalized term and
all other capitalized terms not otherwise defined herein shall have the meanings
provided for in Article I below) parties hereto and CREDIT SUISSE FIRST BOSTON,
as administrative agent (in such capacity, the "Administrative Agent") for the
Lenders.

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Lenders and the Agents have heretofore
entered into that certain Amended and Restated Credit Agreement, dated as of
June 19, 1998 (as amended by the First Amendment to Amended and Restated Credit
Agreement dated as of September 11, 1998, the Second Amendment to Amended and
Restated Credit Agreement dated as of March 18, 1999, the Third Amendment to
Amended and Restated Credit Agreement dated as of December 22, 1999, the Fourth
Amendment and Waiver to Amended and Restated Credit Agreement dated as of
September 30, 2000, the Fifth Amendment to Amended and Restated Credit
Agreement, dated as of January 10, 2001, and as further amended, supplemented,
amended and restated or otherwise modified, the "Credit Agreement");

         WHEREAS, the Borrower has suffered, and expects to continue to suffer,
certain losses from its operations in Europe, the Middle East and Africa and
plans to incur certain restructuring charges and expenses with respect to its
operations;

         WHEREAS, the Borrower desires to have the ability to borrow new Loans
and have additional Letters of Credit issued on its behalf;

         WHEREAS, the Borrower desires the amendment and/or waiver of certain
provisions of the Credit Agreement in connection with the foregoing; and

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


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


                                    ARTICLE I

                                   DEFINITIONS

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

         "Administrative Agent" is defined in the preamble.

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

         "Amendment" is defined in the preamble.

         "Borrower" is defined in the preamble.

         "Credit Agreement" is defined in the first recital.

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


                                   ARTICLE II

               WAIVER AND AMENDMENTS TO CREDIT AGREEMENT; CONSENT

         SECTION II.1. Waiver. (a) Subject to the satisfaction of the conditions
set forth in Article III, the Lenders hereby waive compliance by the Borrower
with (i) the provisions of clauses (b) and (c) of Section 8.2.4 of the Credit
Agreement with respect to the third and fourth Fiscal Quarters of the 2000
Fiscal Year and each Fiscal Quarter of the 2001 Fiscal Year and (ii) clause (a)
of Section 8.2.4 of the Credit Agreement.

         (b)      Clause (a) of this Section 2.1 shall be limited precisely as
written and relates solely to noncompliance by the Borrower with the provisions
of clauses (a), (b) and (c) of Section 8.2.4 of the Credit Agreement in the
manner and to the extent set forth above, and nothing in this Amendment shall be
deemed to constitute a waiver of compliance by the Borrower with respect



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to (A) clauses (b) and (c) of Section 8.2.4 of the Credit Agreement for any
period other than the third and fourth Fiscal Quarters of the 2000 Fiscal Year
or any Fiscal Quarter of the 2001 Fiscal Year or (B) any other term, provision
or condition of the Credit Agreement or any other instrument or agreement
referred to therein or relating thereto or prejudice any right or remedy that
the Administrative Agent or any Lender may now have or may have in the future
under or in connection with the Credit Agreement or any other instrument or
agreement referred to therein or relating thereto.

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

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

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

                           "`Initial 13-Week Consolidated Cash Flow Projections'
                  means the 13-Week Consolidated Cash Flow Projections for the
                  period ending May 4, 2001, furnished to the Lenders on
                  February 7, 2001.

                           "`Lender Committee Member' means each of (i) Credit
                  Suisse First Boston, Bank of America, N.A., General Electric
                  Capital Corporation and Bank United and (ii) in the event any
                  of the foregoing resigns or is no longer a Lender or an
                  Affiliate of a Lender, any other Lender selected by the
                  Administrative Agent that consents to such selection; provided
                  that the aggregate number of Persons serving at any time as
                  Lender Committee Members shall not exceed five."

                            "`Loan Availability Amount' means, on any date
                  occurring during (i) the calendar month of February, 2001, the
                  lesser of (x) $10,000,000 and (y) the Loan Commitment Amount,
                  (ii) the calendar month of March, 2001 or the first Fiscal
                  Quarter of any Fiscal Year thereafter, the Loan Commitment
                  Amount, and (iii) the second, third or fourth Fiscal Quarter
                  of any Fiscal Year, $0; provided, however, that the Loan
                  Availability Amount shall be $0 at any time that a Required
                  Seasonal Facility is not in effect."

                           "`Permitted 4Q 2000 Restructuring Expenses' means the
                  extraordinary and non-recurring expenses or charges detailed
                  in Schedule VII hereto."

                           "`Permitted Letters of Credit' means


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                                    (a)      an Enhancement Letter of Credit or
                           Enhancement Letters of Credit issued (i) with an
                           aggregate Stated Amount not exceeding the sum of (A)
                           the Stated Amount (or the allocable portion of such
                           Stated Amount) of the outstanding Enhancement Letter
                           of Credit or Enhancement Letters of Credit (as in
                           effect immediately prior to the expiry or termination
                           thereof) issued in support of the medium term notes
                           to be refinanced by TFFC's initial issuance of medium
                           term notes in Fiscal Year 2001 (the "2001-1 MTN
                           Program") (provided that the previously issued
                           Enhancement Letter of Credit or Enhancement Letters
                           of Credit described in the preceding clause (A) are
                           terminated or the aggregate Stated Amount thereof is
                           permanently reduced (other than pursuant to a
                           drawing) by the aggregate amount described in such
                           clause (A)) and (B) the lesser of $24,000,000 and
                           6.0% of the aggregate principal amount of the medium
                           term notes to be so issued and (ii) in support of the
                           medium term notes issued in the 2001-1 MTN Program
                           (such 2001-1 MTN Program to have terms and conditions
                           reasonably satisfactory to the Administrative Agent
                           or, if the Administrative Agent is the lead
                           underwriting or placement agent for such medium term
                           notes, the Lender Committee Members (other than the
                           Administrative Agent) holding a majority of the
                           Commitment Amount held in the aggregate by them);
                           provided, however, that no such Enhancement Letter of
                           Credit or Enhancement Letters of Credit utilizing the
                           amount set forth in clause (i)(B) of this paragraph
                           may be issued unless a Required Seasonal Facility is
                           in effect;

                                    (b)      an Enhancement Letter of Credit or
                           Enhancement Letters of Credit issued (i) with an
                           aggregate Stated Amount not exceeding the sum of (A)
                           the Stated Amount of (or the allocable portion of
                           such Stated Amount) of the outstanding Enhancement
                           Letter of Credit or Enhancement Letters of Credit (as
                           in effect immediately prior to the expiry or
                           termination thereof) issued in support of the medium
                           term notes to be refinanced by TFFC's second issuance
                           of medium term notes in Fiscal Year 2001 (the "2001-2
                           MTN Program") (provided that the previously issued
                           Enhancement Letter of Credit or Enhancement Letters
                           of Credit described in the preceding clause (A) are
                           terminated or the aggregate Stated Amount thereof is
                           permanently reduced (other than pursuant to a
                           drawing) by the aggregate amount described in such
                           clause (A)) and (B) the lesser of (x) the excess of
                           $66,000,000 over the amount determined pursuant to
                           clause (B) of the preceding paragraph (a) and (y)
                           6.0% of the aggregate principal amount of the medium
                           term notes to be so issued and (ii) in support of the
                           medium term notes issued in the 2001-2 MTN Program
                           (such 2001-2 MTN Program to have terms and conditions
                           reasonably satisfactory to the Administrative Agent
                           or, if the


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                           Administrative Agent is the lead underwriting or
                           placement agent for such medium term notes, the
                           Lender Committee Members (other than the
                           Administrative Agent) holding a majority of the
                           Commitment Amount held in the aggregate by them);
                           provided, however, that no such Enhancement Letter of
                           Credit or Enhancement Letters of Credit utilizing the
                           amount set forth in clause (i)(B) of this paragraph
                           may be issued unless (x) a Required Seasonal Facility
                           is in effect and (y) (1) Budget Funding Corporation
                           has successfully renewed its commercial paper program
                           for another 364-day period and has received the
                           benefits of a 364-day committed liquidity facility of
                           at least $400,000,000 in order to provide liquidity
                           support to Budget Funding Corporation's commercial
                           paper program pursuant to terms and conditions
                           reasonably satisfactory to the Administrative Agent
                           or, if the Administrative Agent is the lead arranger
                           or agent for such liquidity facility, the Lender
                           Committee Members (other than the Administrative
                           Agent) holding a majority of the Commitment Amount
                           held in the aggregate by them or (2) in the event
                           Budget Funding Corporation has not renewed its
                           commercial paper program in accordance with the terms
                           of the immediately preceding clause (1) (which
                           failure would include a renewal of the commercial
                           paper program with a committed liquidity facility of
                           less than $400,000,000), the Borrower or any of its
                           Subsidiaries has received the benefits of a committed
                           financing facility for the acquisition of Vehicles in
                           an aggregate amount that is not less than the amount
                           that would be necessary to acquire the Vehicles for
                           use in the United States that would have otherwise
                           been acquired if such commercial paper program had
                           been successfully renewed in accordance with the
                           terms of the immediately preceding clause (1) from
                           financing source(s) reasonably satisfactory to each
                           Lender Committee Member pursuant to terms and
                           conditions reasonably satisfactory to each Lender
                           Committee Member (each such financing facility, a
                           "Replacement Facility"); and

                                    (c)      a General Letter of Credit or
                           General Letters of Credit issued with an aggregate
                           Stated Amount which, when added to the aggregate
                           Stated Amount at the time of such issuance of all
                           other General Letters of Credit then outstanding,
                           does not exceed the sum of $10,000,000 plus the
                           aggregate Stated Amount at the time of such issuance
                           of all General Letters of Credit that were
                           outstanding immediately prior to the Sixth Amendment
                           Effective Date; provided that no such General Letter
                           of Credit may be requested to be issued if the
                           purpose of such issuance is to assist the Borrower or
                           any of its Subsidiaries in obtaining any financing."
                           "`Replacement Facility' is defined in paragraph (b)
                           of the definition of `Permitted Letters of Credit'."


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                           "`Required Seasonal Facility' means a committed
                  financing facility that is available to the Borrower in an
                  aggregate amount of at least $350,000,000 for the acquisition
                  of Vehicles for use in the United States during periods in
                  which the Borrower and its Subsidiaries customarily experience
                  increased customer rental activity from financing source(s)
                  reasonably satisfactory to each Lender Committee Member
                  pursuant to terms and conditions reasonably satisfactory to
                  each Lender Committee Member."

                           "`Sixth Amendment Effective Date' means the date of
                  the effectiveness of the Sixth Amendment."

                           "`Sixth Amendment' means the Sixth Amendment to
                  Amended and Restated Credit Agreement, dated as of February 9,
                  2001, among the Borrower, the Lenders parties thereto and the
                  Agents."

                           "`Specified Real Estate Assets' means the real
                  property owned by the Borrower or any of its Subsidiaries at
                  the locations described in Schedule VIII hereto."

                           "`13-Week Consolidated Cash Flow Projections' means,
                  with respect to the relevant 13-week period, a consolidated
                  projected statement of cash flow for the operations of the
                  Borrower and its Subsidiaries for such period in respect of
                  the Borrower's North America segment (i.e., the United States
                  and Canada), detailing the sources and uses of such cash flow,
                  in form and scope consistent with the Initial 13-Week
                  Consolidated Cash Flow Projections."

                  (b)      by amending the definition of "Adjusted EBITDA" set
forth in such Section in its entirety to read as follows:

                           "`Adjusted EBITDA' means, for any applicable period,

                                    (a)      EBITDA for such period

                  minus

                                    (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;


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                  provided, however, that, notwithstanding anything to the
                  contrary herein, Adjusted EBITDA of the Borrower and its
                  Subsidiaries for the period consisting of the fourth Fiscal
                  Quarter of the 2000 Fiscal Year shall be deemed to be equal to
                  negative $59,261,000.";

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

                  "Notwithstanding anything to the contrary in this definition,
                  the Applicable Commitment Fee for the period from the Sixth
                  Amendment Effective Date to the date on which the
                  Administrative Agent receives the Compliance Certificate for
                  the Fiscal Quarter ending on or about March 31, 2002 shall
                  mean 50.0 basis points.";

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

                  "Notwithstanding anything to the contrary in this definition,
                  the Applicable Margin with respect to any Loan of any type for
                  the period from the Sixth Amendment Effective Date to the date
                  on which the Administrative Agent receives the Compliance
                  Certificate for the Fiscal Quarter ending on or about March
                  31, 2002 shall mean (x) 350 basis points with respect to each
                  Loan made or maintained as a Eurocurrency Loan or (y) 250
                  basis points with respect to each Loan made or maintained as
                  an ABR Loan.";

                  (e)      by amending the definition of "Casualty Proceeds" set
forth in such Section in its entirety to read as follows:

                           "`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 $250,000, 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).";

                  (f)      by amending the definition of "Compliance
Certificate" set forth in such Section in its entirety to read as follows:


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                           "`Compliance Certificate' means a certificate duly
                  completed and executed by an Authorized Officer of the
                  Borrower, substantially in the form of (a) Exhibit D-1 hereto
                  in the case where the "Computation Date" (as defined therein)
                  is on or about March 31, 2001, June 30, 2001, September 30,
                  2001 or December 31, 2001 and (b) Exhibit D-2 in all other
                  cases, together with, in each such case, 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.

                  (g)      by amending clauses (b) and (c) of the definition of
"EBITDA" set forth in such Section in their entirety to read as follows:

                                    "(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 plus (iv)
                           extraordinary and non-recurring expenses or charges
                           resulting from the Transaction in an amount not to
                           exceed $56,000,000 in the aggregate plus (v) other
                           extraordinary and non-recurring expenses or charges
                           in an amount not to exceed $50,000,000 in the
                           aggregate since the date of the First Amendment plus
                           (vi) Permitted 1999/2000 Restructuring Expenses and,
                           solely for the purposes of determining compliance
                           with clause (d) of Section 8.2.4, Excluded EMEA
                           Losses"

                  minus

                                    (c)      to the extent included in arriving
                           at such Net Income, extraordinary and non-recurring
                           gains in an amount not to exceed, since the date of
                           the Fourth Amendment, the sum of $175,000,000 plus
                           the aggregate amount of Permitted 4Q 2000
                           Restructuring Expenses actually taken or incurred.";

                  (h)      by amending the definition of "Excluded EMEA Losses"
in its entirety to read as follows:

                           "`Excluded EMEA Losses' means, with respect to each
                  of the four-consecutive Fiscal Quarters ending on the last day
                  of the fourth Fiscal Quarter of the 2000 Fiscal Year or any
                  Fiscal Quarter of the 2001 Fiscal Year, any loss for such
                  four-consecutive Fiscal Quarters in respect of the operations
                  of the Borrower and its Subsidiaries conducted in Europe, the
                  Middle East and Africa, as separately reported by the Borrower
                  (with such detail as the Administrative Agent may reasonably
                  request) with the financial statements to be furnished to the
                  Lenders pursuant to clauses (a) and (b) of Section 8.1.1
                  following the


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                  effectiveness of the Fourth Amendment and determined in a
                  manner consistent with the accounting principles applied in
                  the preparation of the financial statements furnished to the
                  Lenders pursuant to Section 8.1.1 prior to the effectiveness
                  of the Fourth Amendment.";

                  (i)      by amending the definition of "Loan Commitment
Amount" in its entirety to read as follows:

                           "`Loan Commitment Amount' means, on any date,
         $25,000,000, as such amount may be reduced from time to time pursuant
         to Section 2.2.3.";

                  (j)      by amending clauses (a) and (b) of the definition of
"Non-Material Subsidiary" in their entirety to read as follows:

                           "(a)     accounted for no more than 1% of
                  consolidated revenues of the Borrower and its Subsidiaries and
                  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 net tangible assets or net intangible
                  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,";
                  and

                  (k)      by amending clause (a)(ii) of the definition of
"Permitted Business Acquisition" in its entirety to read as follows:

                           "(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 $25,000,000 (provided that, following the


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                  effectiveness of the Fourth Amendment, the consideration
                  payable by the Borrower and its Subsidiaries in connection
                  with any such Business Acquisition shall solely consist of
                  Capital Stock of the Borrower, except in the case of the
                  Business Acquisition of the Budget Franchisee operating in
                  Tucson, Arizona, so long as the sum of Indebtedness assumed or
                  incurred in connection therewith (other than Vehicle Debt) and
                  the aggregate payments of cash consideration therefor does not
                  exceed $6,000,000 in the aggregate), and".

         SECTION II.2.2.  Additional Amendments to Section 1.1 ("Defined Terms")
of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby further
amended as follows:

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

                           "`Applicable Real Estate Percentage' means (i) with
                  respect to the first and second Fiscal Quarters of the 2001
                  Fiscal Year, 50%, and (ii) with respect to each subsequent
                  Fiscal Quarter, 30%."

                           "`Applicable Trademark Percentage' means (i) with
                  respect to the first and second Fiscal Quarters of the 2001
                  Fiscal Year, 60%, and (ii) with respect to each subsequent
                  Fiscal Quarter, 50%."

                           "`Appraised Value' means, with respect to the
                  Eligible Trademarks, $440,000,000."

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

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


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

                                    (c)      the Administrative Agent has a
                           security interest in such FF&E, which security
                           interest is legal, valid, binding, perfected and
                           first priority under the U.C.C. and all other
                           applicable laws;

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

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

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

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

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

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

                                    (b)      the Borrower or such Subsidiary has
                           the full and unqualified right to assign and grant a
                           Lien in such Specified Real Property to the
                           Administrative Agent for the benefit of the Lenders;


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<PAGE>   12


                                    (c)      such Specified Real Property is the
                           subject property of (x) a Mortgage that was duly
                           executed, delivered and recorded in favor of the
                           Administrative Agent and (y) a title insurance policy
                           (a "Title Insurance Policy") having terms
                           satisfactory to, and issued in favor of, the
                           Administrative Agent by a title insurer reasonably
                           satisfactory to the Administrative Agent; and

                                    (d)      the Net Book Value of such
                           Specified Real Property does not exceed the face
                           amount of the related Title Insurance Policy;

                                    (e)      such Specified Real Property is
                           located in one of the States of the United States or
                           the District of Columbia; and

                                    (f)      the Administrative Agent has a
                           security interest in such Specified Real Property,
                           which security interest is legal, valid, binding,
                           perfected and first priority under all applicable
                           laws."

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

                                    (a)      the Borrower or such Subsidiary
                           owns each such Trademark, free and clear of all Liens
                           other than the Liens in favor of the Administrative
                           Agent for the benefit of the Lenders;

                                    (b)      the Borrower or such Subsidiary has
                           the full and unqualified right to assign and grant a
                           Lien in each such Trademark to the Administrative
                           Agent for the benefit of the Lenders;

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

                                    (d)      each such Trademark is valid and
                           enforceable;

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


                                      -12-
<PAGE>   13


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

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

                                    (h)      the Administrative Agent has a
                           security interest in each such Trademark, which
                           security interest is legal, valid, binding, perfected
                           and first priority under the U.C.C. and all other
                           applicable laws; and

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

                  (b)      by amending the definition of "Borrowing Base Amount"
set forth in such Section in its entirety to read as follows:

                           "`Borrowing Base Amount' means, at any time, an
                  amount equal to the sum (without duplication) of:

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

         plus

                           (b)  the lesser of (x) 100% of Eligible Cash and Cash
                  Equivalent Investments at such time and (y) $40,000,000;

         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)      the sum (without duplication) of (i) the
                  Applicable Trademark Percentage of the Appraised Value of all
                  Eligible Trademarks at such time, (ii) 25% of the Net Book
                  Value of all Eligible FF&E at such time and (iii) the


                                      -13-
<PAGE>   14


                  Applicable Real Estate Percentage of the Net Book Value of all
                  Eligible Real Estate at such time; 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) for any determination of the Borrowing Base Amount
                  for July 31, 2001 or any date thereafter;

         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.";

                  (c)      by amending the definition of "Net Book Value" in its
entirety to read as follows:

                           "`Net Book Value' means

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

                                    (b)      with respect to Eligible FF&E or
                           Eligible Real Estate, as of any determination date,
                           the net book value thereof as included in the
                           consolidated balance sheet of the Borrower and its
                           Subsidiaries as of the last day of then most recently
                           completed calendar month in a manner consistent with
                           the preparation of the balance sheet of the Borrower
                           and its Subsidiaries for the 1999 Fiscal Year.";


                                      -14-
<PAGE>   15


         SECTION II.2.3. Amendment to Section 2.1.3 ("Lenders Not Permitted or
Required To Make Loans or Issue Letters of Credit Under Certain Circumstances")
of the Credit Agreement. Section 2.1.3 of the Credit Agreement is hereby amended
in its entirety to read as follows:

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

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

                                    (i)      of all Lenders, together with all
                           Letter of Credit Outstandings, would exceed the
                           lesser of (A) the Commitment Amount and (B) 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 (A) the Commitment Amount and (B) the then
                           existing Borrowing Base Amount, or

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

                                    (iv)  of such Lender would exceed such
                           Lender's Percentage of the Loan Availability 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 (A) the Commitment Amount and (B) the then
                           existing Borrowing Base Amount, or

                                    (ii)     such Lender's Percentage of all
                           Letter of Credit Outstandings, together with the
                           aggregate outstanding principal amount of all Loans
                           of such Lender would exceed such Lender's Percentage
                           of the lesser of (A) the Commitment Amount and (B)
                           the then existing Borrowing Base Amount."

         SECTION II.2.4. Amendment to Section 2.2.2 ("Mandatory") of the Credit
Agreement. Section 2.2.2 of the Credit Agreement is hereby amended by


                                      -15-
<PAGE>   16


                  (a)      deleting the parenthetical "(or to the payment of
         Contingent Additional Consideration (as defined in Section 3.4 of the
         Ryder Merger Agreement) or the Total Warrant Value (as defined in
         Section 3.5 of the Ryder Merger Agreement) to the extent permitted by
         clause (ii) of the proviso to clause (a) of Section 8.2.6)" therefrom
         and substituting therefor the following parenthetical:

                  "(or, in the case of Net Disposition Proceeds resulting from
                  the permitted disposition of Specified Real Estate Assets, to
                  the acquisition of any property or assets (other than
                  Indebtedness or Capital Stock) to be used in the business of
                  the Borrower and its Subsidiaries, so long as, in the case
                  such Specified Real Estate Assets constituted Eligible Real
                  Estate, the portion of the consideration received by the
                  Borrower or its relevant Subsidiary in respect of each such
                  permitted disposition that is equal to the Applicable Real
                  Estate Percentage of the Net Book Value of such Eligible Real
                  Estate as of the last day of the then most recently completed
                  month is maintained from (and including) the date the Borrower
                  or such Subsidiary receives such consideration as Eligible
                  Cash and Cash Equivalent Investments hereunder)"; and

                  (b)      inserting the following parenthetical at the end of
         clause (a)(i)(B) of the proviso thereto: "(other than Net Disposition
         Proceeds which are required to be maintained upon receipt as Eligible
         Cash and Cash Equivalent Investments pursuant to the immediately
         preceding clause (a)(i)(A))".

         SECTION II.2.5. Amendment to Section 3.1 ("Repayments and Prepayments")
of the Credit Agreement. Section 3.1 of the Credit Agreement is hereby amended
by

                  (a)      deleting the word "and" at the end of clause (b)
         thereof;

                  (b)      relettering clause (c) thereof to be clause (d)
         thereof; and

                  (c)      inserting a new clause (c) thereto, which clause
         shall read in its entirety as follows:

                           "(c)     shall, on the last Business Day of May of
                  each Fiscal Year, repay all Loans; and".

         SECTION II.2.6. Amendment to Section 4.2 ("Issuances and Extensions")
of the Credit Agreement. Section 4.2 of the Credit Agreement is hereby amended
to insert the following sentence at the end thereof:

         "Notwithstanding anything to the contrary herein, no Letter of Credit
         may be issued on or after Sixth Amendment Effective Date other than (i)
         a Letter of Credit issued in replacement of an existing Letter of
         Credit outstanding on the Sixth Amendment


                                      -16-
<PAGE>   17


         Effective Date (provided that the Stated Amount of such replacement
         Letter of Credit shall not exceed the Stated Amount of such existing
         Letter of Credit), whether or not such replacement Letter of Credit is
         issued to the same beneficiary of, or for the same purpose as, the
         Letter of Credit being replaced, and (ii) Permitted Letters of Credit.
         Not in limitation of, but in furtherance of, the foregoing, the Stated
         Amount of each Letter of Credit (including each Enhancement Letter of
         Credit) outstanding on the Sixth Amendment Effective Date or initially
         issued thereafter shall not be increased in excess of the Stated Amount
         thereof as in effect on the Sixth Amendment Effective Date or the date
         of the initial issuance thereof, respectively."

         SECTION II.2.7. Amendment to Section 6.2.4 ("Compliance Certificate")
of the Credit Agreement. Section 6.2.4 of the Credit Agreement is hereby amended
in its entirety to read as follows:

                  "SECTION 6.2.4. Cash Flow Certificate. With respect to each
         Credit Extension requested after March 31, 2001, a certificate executed
         by an Authorized Officer that is the chief financial officer, chief
         accounting officer, treasurer or controller of the Borrower, (a)
         certifying and showing (in reasonable detail and with appropriate
         calculations and computations (and, if applicable, projections and
         assumptions) in all respects satisfactory to the Administrative Agent)
         that the cash flow of the Borrower and its Domestic Subsidiaries used
         to fund the operations of the Borrower and its Subsidiaries conducted
         in Europe, the Middle East and Africa for the period commencing on
         January 1, 2001 and ending on the last day of the then most recently
         completed month is not greater than the amount set forth opposite such
         month in Schedule IX hereto and (b) certifying that neither the
         Borrower nor any of its Subsidiaries is aware of any event or
         circumstance that exists or is reasonably likely to exist that could
         reasonably be expected to result in a failure to meet the cumulative
         cash flow amounts set forth in Schedule IX hereto or a Default arising
         in respect of a clause (ii) of the proviso to Section 8.2.5."

         SECTION II.2.8. Amendment to Section 8.1.1 ("Financial Information,
Reports, Notices, etc.") of the Credit Agreement. Section 8.1.1 of the Credit
Agreement is hereby amended by

                  (a)      deleting the word "and" at the end of clause (n)
         thereof;

                  (b)      relettering clause (o) thereof to be clause (q)
         thereof; and

                  (c)      inserting new clauses (o) and (p) thereto, which
         clauses shall read in their entirety as follows:

                           "(o)    promptly upon receipt thereof, copies of all
                  material reports submitted to the Borrower or any of its
                  Subsidiaries by independent public


                                      -17-
<PAGE>   18
                  accountants in connection with each annual, interim or special
                  audit of the financial statements of the Borrower and/or its
                  Subsidiaries made by such accountants, including any comment
                  letter submitted by such accountants to management in
                  connection with their annual audit;

                           (p)      on or prior to March 9, 2001, 13-Week
                  Consolidated Cash Flow Projections for the period commencing
                  on March 10, 2001, and on or prior to the second Friday of
                  each calendar month subsequent to March 2001, 13-Week
                  Consolidated Cash Flow Projections for the period commencing
                  with the immediately succeeding Saturday; and"

         SECTION II.2.9.   Amendment to Section 8.1.5 ("Books and Records") of
the Credit Agreement. Section 8.1.5 of the Credit Agreement is hereby amended
by:

                  (a)      inserting the clause designation "(a)" immediately
         following the heading of such Section and immediately preceding the
         first sentence of such Section;

                  (b)      deleting the penultimate sentence of such newly
         lettered clause (a) of such Section and inserting the following
         sentence in lieu thereof:

                  "In addition to, and without limiting the effect of the
                  foregoing provisions of this Section, (i) the Administrative
                  Agent shall be permitted to engage consultants (other than
                  Arthur Andersen) reasonably acceptable to the Lender Committee
                  Members to review the Borrower's calculation of the Borrowing
                  Base Amount from time to time and the documents to be
                  furnished from time to time pursuant to Section 8.1.1,
                  together with any other matter or matters relating to the
                  condition or operations, financial or otherwise, of the
                  Borrower or any of its Subsidiaries, in each case as the
                  Lender Committee Members may request (subject to the prior
                  consent of the Borrower as to the scope of such engagement,
                  which consent shall not be unreasonably withheld or delayed),
                  (ii) the Borrower will, and will cause each of its
                  Subsidiaries to, permit such consultants to have access to
                  their respective books, records, officers and accountants for
                  the purpose of completing their engagement and otherwise
                  cooperate with such consultants in completing their
                  engagement, and (iii) the Borrower shall pay any fees and
                  out-of-pocket expenses of such consultants for such engagement
                  that are incurred in connection with the provisions of this
                  sentence (it being understood that, assuming timely delivery
                  of the documents required to be delivered by the Borrower
                  pursuant to Section 8.1.1 and compliance by the Borrower and
                  its Subsidiaries with the terms of this Section, each such
                  engagement should, unless otherwise consented to by the
                  Borrower, end on or prior to June 30, 2001 and not require the
                  engagement by such consultants of their own accountants).";
                  and


                                      -18-
<PAGE>   19

                  (c)      adding a new clause (b) to such Section, which clause
         (b) shall read in its entirety as follows:

                           "(b)     The Borrower shall also arrange for a
                  meeting to be held during the week of April 9, 2001 (with the
                  ability to participate by teleconference), pursuant to which
                  meeting the Lenders will be given an opportunity to discuss
                  the operations, financial condition and prospects of the
                  Borrower and its Subsidiaries (including the operations,
                  financial condition and prospects of the Borrower and its
                  Subsidiaries in Europe, the Middle East and Africa) with the
                  officers of the Borrower. The Borrower shall provide at least
                  5 Business Days' prior written notice of such meeting and such
                  meeting shall occur during regular business hours on a
                  Business Day."

         SECTION II.2.10.  Amendment to Section 8.1 ("Affirmative Covenants") of
the Credit Agreement. Section 8.1 of the Credit Agreement is hereby amended by
adding a new Section 8.1.13 and Section 8.1.14 thereto:

                  "SECTION 8.1.13.  High Tide Debentures Deferral. The Borrower
         shall (a) take all actions necessary under the High Tides Debentures
         Indenture (including the delivery of any notices required thereunder)
         to ensure that the payment of interest on the High Tides Debentures
         will be deferred for five consecutive quarterly interest payments
         beginning with the interest payment that would otherwise have been due
         on March 15, 2001 and (b) provide evidence satisfactory to the
         Administrative Agent concurrently with the taking of such actions that
         such actions have in fact been taken.

                  SECTION 8.1.14.   Required Seasonal Facility. The Borrower
         shall cause a Required Seasonal Facility to be in effect prior to April
         30, 2001."

         SECTION II.2.11.  Amendment to Section 8.2.4 ("Financial Condition") of
the Credit Agreement. Section 8.2.4 of the Credit Agreement is hereby amended by

                  (a)      inserting a new clause (d) thereto, which clause (d)
         shall read in its entirety as follows:

                           "(d) as of the last day of any Fiscal Quarter set
                  forth below, Adjusted EBITDA of the Borrower (without giving
                  effect to Excluded EMEA Losses) for the four consecutive
                  Fiscal Quarters ending on such day to be less than the amount
                  set forth opposite such Fiscal Quarter:

<TABLE>
<CAPTION>
                                                          MINIMUM ADJUSTED
                           FISCAL QUARTER                      EBITDA
                           --------------                 -----------------
                           <S>                            <C>
</TABLE>


                                      -19-
<PAGE>   20

<TABLE>
<CAPTION>
                                                                              MINIMUM ADJUSTED
                                  FISCAL QUARTER                                   EBITDA
                                  --------------                              ----------------
                           <S>                                                <C>
                           The first Fiscal Quarter of the
                                  2001 Fiscal Year                              $  49,200,000

                           The second Fiscal Quarter of
                                  the 2001 Fiscal Year                         $  36,100,000

                           The third Fiscal Quarter of the
                                  2001 Fiscal Year                             $  56,800,000

                           The fourth Fiscal Quarter of
                                  the 2001 Fiscal Year                         $ 124,100,000."; and
</TABLE>

                  (b) by inserting a new clause (e) thereto, which clause (e)
         shall read in its entirety as follows:

                           "(e) the taking or occurrence of any extraordinary
                  and non-recurring charges or expenses against Net Income
                  during the fourth Fiscal Quarter of the 2000 Fiscal Year other
                  than extraordinary and non-recurring charges or expenses in
                  respect of the operations of the Borrower and its Subsidiaries
                  conducted in Europe, the Middle East and Africa and Permitted
                  4Q 2000 Restructuring Expenses.".

         SECTION II.2.12. Amendment to Section 8.2.5 ("Investments") of the
Credit Agreement. Section 8.2.5 of the Credit Agreement is hereby amended by:

                  (a) amending clause (g) thereto in its entirety to read as
         follows:

                           "(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 (x) for each
                  Fiscal Year up to and including the 1999 Fiscal Year,
                  $35,000,000, (y) for the 2000 Fiscal Year, $30,000,000, and
                  (z) for the remaining term of the Agreement, $39,000,000 and
                  the aggregate amount of such Investments at any time
                  outstanding does not exceed $104,000,000;";

                  (b) amending clause (j) thereof to delete the word "and" at
         the end of such clause;


                                      -20-
<PAGE>   21

                  (c) amending clause (k) thereof to insert the word "and" at
         the end of such clause;

                  (d) inserting a new clause (l) thereto, which new clause shall
         read in its entirety as follows:

                           "(l) Investments received as a result of the sale,
                  transfer or conveyance of any of the property, business or
                  assets of the Borrower or any of its Subsidiaries pursuant to,
                  and in accordance with, clause (c) of Section 8.2.10 and
                  identified in Schedule X hereto or, in the event received
                  after the Sixth Amendment Effective Date, to the extent the
                  Administrative Agent (for the benefit of the Secured Parties)
                  has a first priority, perfected security interest in such
                  Investments;"; and

                  (e) amending clause (ii) of the proviso thereto in its
         entirety to read as follows:

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

<TABLE>
<CAPTION>
                                    Period                                                         Amount
                                    ------                                                         ------
                           <S>                                                                 <C>
                           November 1, 2000 through
                               January 31, 2001                                                $  30,000,000

                           February 1, 2001 through
                               March 31, 2001                                                  $  19,000,000

                           April 1, 2001 through
                               June 30, 2001                                                   $   6,000,000

                           July 1, 2001 through
                               September 30, 2001                                              $           0

                           September 30, 2001 through
                               December 31, 2001                                               $   4,000,000

                           Thereafter                                                          $           0;
</TABLE>


                                      -21-
<PAGE>   22

                  provided, that, to the extent such Investments are made in any
                  period set forth above in an amount less than the maximum
                  amount permitted for such period as provided in this clause
                  (inclusive of any increase to such maximum amount as a result
                  of the operation of this proviso), such Investments which the
                  Borrower or its Subsidiaries may make in the immediately
                  subsequent period set forth above (but not for any period
                  commencing after December 31, 2001) shall be increased by the
                  amount of such permitted Investments not so made in the
                  immediately preceding period; and".

         SECTION II.2.13. Amendment to Section 8.2.6 ("Restricted Payments,
etc.") of the Credit Agreement. Clause (c) of Section 8.2.6 of the Credit
Agreement is hereby amended by deleting the word "and" at the end thereof and by
inserting the following proviso (flush against the applicable left margin):

         "provided, however, that, notwithstanding anything to the contrary, no
         payments of interest shall be made under the High Tides Debenture or
         High Tides Debenture Indenture during the period from the Sixth
         Amendment Effective Date to June 1, 2002; and".

         SECTION II.2.14. Amendment to Section 8.2.7 ("Capital Expenditures,
etc.") of the Credit Agreement. Clause (a) of Section 8.2.7 of the Credit
Agreement is hereby amended in its entirety to read as follows:

                  "(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:

<TABLE>
                    <S>                                                            <C>
                    1998                                                          $   86,000,000
                    1999                                                          $  110,000,000
                    2000                                                          $   60,000,000
                    2001                                                          $   35,000,000
                    2002                                                          $   35,000,000
                    2003                                                          $   35,000,000."
</TABLE>

         SECTION II.2.15. Amendment to Section 8.2.10 ("Asset Dispositions,
etc.") of the Credit Agreement. Clause (c)(ii) of Section 8.2.10 of the Credit
Agreement is hereby amended by inserting the parenthetical "(other than
Specified Real Estate Assets)" after the phrase "the fair market value of such
assets".


                                      -22-
<PAGE>   23

         SECTION II.2.16. Amendment to Section 8.2 ("Negative Covenants") of the
Credit Agreement. Section 8.2 of the Credit Agreement is hereby amended by
inserting a new Section 8.2.17 and Section 8.2.18 thereto, which new Sections
shall read in their entirety as follows:

                  "SECTION 8.2.17. Pledged Vehicles. The Borrower shall not
         permit, on March 31, 2001 and during the immediately succeeding 10-day
         period and on June 30, 2001 and during the immediately succeeding
         10-day period, the sum of (i) the Net Book Value of all Eligible
         Repurchase Vehicles during such period and (ii) the Non-Repurchase
         Value of all Eligible Non-Repurchase Vehicles during such period to be
         less than (x) $55,000,000 in the case where such period is the period
         commencing March 31, 2001 or (y) $75,000,000 in the case where such
         period is the period commencing June 30, 2001.

                  SECTION 8.2.18. Certain Issuances. The Borrower shall not, and
         shall not permit any of its Subsidiaries to, issue, or agree to issue,
         any shares of its Capital Stock, including any warrants, options or
         other rights to acquire its Capital Stock (and including in Capital
         Stock for purposes of this Section 8.2.18 stock appreciation rights or
         similar rights), to any provider, underwriter or arranger of any
         secured financing to the Borrower or any of its Subsidiaries (or any
         Affiliate of such provider, underwriter or arranger) in connection with
         the providing, underwriting or arranging of such financing, unless

                           (i) prior written notice of such financing and such
                  issuance setting forth the terms and conditions thereof is
                  furnished to each Lender Committee Member, and

                           (ii) in the event the Lender Committee Members
                  holding a majority of the Commitment Amount held in the
                  aggregate by them determine that such Capital Stock, when
                  taken together with all other compensation to be received by
                  such provider, underwriter or arranger (including (x)
                  structuring, underwriting, placement, arrangement and similar
                  fees, (y) commitment, usage and similar fees and (z) interest
                  and other charges in respect of credit actually extended, in
                  each case whether payable in cash or other property), would
                  exceed the compensation that such Lender Committee Members in
                  good faith determine would be customary for such financing,
                  the Borrower has issued to each Lender, or has caused its
                  relevant Subsidiary to issue to each Lender, such Lender's pro
                  rata portion (based on such Lender's Percentage of the
                  Commitment Amount) of shares or rights of the class or type of
                  Capital Stock issued or issuable in connection with such
                  financing the aggregate value of which shares or rights such
                  Lender Committee Members determine in good faith is equal to
                  such excess multiplied by a fraction the numerator or which is
                  equal to the Commitment


                                      -23-
<PAGE>   24

                  Amount and the denominator of which is equal to the aggregate
                  amount of such financing."

         SECTION II.2.17. Amendment to Section 9.1.3 ("Non-Performance of
Certain Covenants and Obligations") of the Credit Agreement. Section 9.1.3 of
the Credit Agreement is hereby amended by deleting the words ", or 8.1.9"
therefrom and inserting the words ", 8.1.9, 8.1.13 or 8.1.14" in lieu thereof.

         SECTION II.2.18. Amendment to Section 9.1.5 ("Default on Other
Indebtedness, etc.") of the Credit Agreement. Section 9.1.5(b) of the Credit
Agreement is hereby amended by inserting the phrase "or any Replacement
Facility" after the term "CP Program".

         SECTION II.2.19. Amendment to Section 10.3 ("Exculpation") of the
Credit Agreement. Section 10.3 of the Credit Agreement is hereby amended to add
the following sentence at the end of such Section:

                  "In connection with the Sixth Amendment, a committee comprised
                  of Lender Committee Members was established to assist the
                  Administrative Agent in making certain evaluations and
                  decisions under the Credit Agreement and the other Loan
                  Documents, and in connection therewith, and in reliance of
                  this sentence, each Lender Committee Member shall be entitled
                  in its capacity as such to all rights and benefits afforded to
                  the Administrative Agent under the provisions of this Section
                  10.3 and any similar provision hereunder or under any other
                  Loan Document.".

         SECTION II.2.20. Amendment to Section 10.4 ("Successor") of the Credit
Agreement. Clause (b) of Section 10.4 of the Credit Agreement is hereby amended
in its entirety to read as follows:

                  "(b) Section 11.3 and Section 11.4 shall continue to insure to
         its benefit."

         SECTION II.2.21. Amendment to Article X ("The Agents") of the Credit
Agreement. Article X of the Credit Agreement is hereby amended by adding a new
Section 10.8 thereto:

                  "SECTION 10.8. Release of Collateral. Each Secured Party
         irrevocably authorizes the Administrative Agent to release any
         Guarantor from its obligations under the Subsidiary Guaranty and any
         Lien granted to or held by or in favor of the Administrative Agent for
         the benefit of the Secured Parties upon the occurrence of the date by
         which all Obligations have been paid in full in cash and all Letters of
         Credit and Commitments have expired or been terminated or in connection
         with (i) collateral under the Loan Documents being disposed of in
         accordance with the terms of Section 8.2.10 and the other relevant
         provisions of this Agreement or (ii) the release of any Guarantor the
         Capital Stock of which has been disposed of in accordance with the
         terms of Section 8.2.10 and the other relevant provisions of this
         Agreement; provided, however, that the


                                      -24-
<PAGE>   25

         Administrative Agent may, prior to any such release, request that the
         Borrower certify in a written notice delivered to the Administrative
         Agent (with such detail as the Administrative Agent may reasonably
         request) that such disposition or release is made in compliance with
         the terms of the Loan Documents. Upon request by the Administrative
         Agent at any time, each Secured Party will confirm in writing the
         Administrative Agent's authority to release any Guarantor or particular
         types or items of collateral under the Loan Documents pursuant to this
         Section 10.8.".

         SECTION II.2.22. Amendment to Schedules and Exhibits to the Credit
Agreement. (a) The schedules to the Credit Agreement are amended to include
Annexes I, II, III and IV hereto as Schedules VII, VIII, IX and X, respectively,
to the Credit Agreement.

         (b) The exhibits to the Credit Agreement are amended to

                  (i) reletter Exhibit D ("Form of Compliance Certificate") to
         the Credit Agreement to be Exhibit D-2 to the Credit Agreement;

                  (ii) to include Annex V hereto as Exhibit D-1 to the Credit
         Agreement; and

                  (iii) to amend and restate Exhibit E ("Form of Borrowing Base
         Certificate") to the Credit Agreement in its entirety to read as set
         forth in Annex VI hereto.

         SECTION II.3. Consent. The parties hereto hereby agree that the
Borrowing Base Certificate that is to be delivered by the Borrower pursuant to
Section 3.7 (the "December Borrowing Base Certificate") shall be deemed to (a)
constitute the Borrowing Base Certificate required to be delivered under the
Credit Agreement in respect of the month ending December 31, 2000 and (b)
substitute for any previously delivered Borrowing Base Certificate for such
month for all purposes of the Credit Agreement and each other Loan Document as
if the December Borrowing Base Certificate had been delivered on the date such
previously delivered Borrowing Base Certificate was delivered.

                                   ARTICLE III

                           CONDITIONS TO EFFECTIVENESS

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

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


                                      -25-
<PAGE>   26

set forth in Section 2.2.2 and Section 2.2.22(b)(iii) and the consent set forth
in Section 2.3 shall not become effective unless the Administrative Agent shall
have received counterparts of this Amendment duly executed and delivered by each
of the Supermajority Lenders.

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

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

         SECTION III.4. Opinions of Counsel. The Administrative Agent shall have
received opinions, dated the Sixth Amendment Effective Date and addressed to the
Agents, the Issuer and the Lenders, from (i) King & Spalding, counsel to the
Obligors, and (ii) the general counsel of the Borrower, in each case, in form
and substance satisfactory to the Administrative Agent.

         SECTION III.5. Amendment Fee. The Administrative Agent shall have
received the amendment fees due and payable pursuant to Section 5.4.

         SECTION III.6. Fees and Expenses. The Administrative Agent shall have
received all fees and expenses due and payable pursuant to Section 5.5 (to the
extent then invoiced) and pursuant to the Credit Agreement (including all
previously invoiced fees and expenses).

         SECTION III.7. Borrowing Base Certificate. As an additional condition
precedent to the effectiveness of the amendments and modifications set forth in
Section 2.2.2 and Section 2.2.22(b)(iii) and the consent set forth in Section
2.3, the Administrative Agent shall have received, with counterparts for each
Lender, a Borrowing Base Certificate, substantially in the form of Annex VI
hereto (and utilizing the Applicable Real Estate Percentage and Applicable
Trademark Percentage that would be relevant for the First Quarter of the 2001
Fiscal Year) and dated the Sixth Amendment Effective Date, for the calendar
month ending December 31, 2000 that is calculated as of such date, certified by
an Authorized Officer of the Borrower.


                                      -26-
<PAGE>   27
                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION IV.1. Representations and Warranties. In order to induce the
requisite Lenders and the Administrative Agent to enter into this Amendment, the
Borrower hereby represents and warrants to the Administrative Agent, the Issuer
and each Lender, as of the date hereof, as follows:

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

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

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

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

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

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

                  (e the execution, delivery and performance by the Borrower and
         its Subsidiaries of this Amendment and each other Loan Document
         executed or to be executed by any of them in connection therewith are
         within the Borrower's and each such Subsidiary's corporate powers, have
         been duly authorized by all necessary corporate action, and do


                                      -27-
<PAGE>   28

         not (i) contravene the Borrower's or such Subsidiary's Organic
         Documents, (ii) contravene any contractual restriction, law or
         governmental regulation or court decree or order binding on or
         affecting the Borrower or such Subsidiary or (iii) result in, or
         require the creation or imposition of, any Lien (other than the Liens
         created under the Loan Documents in favor of the Administrative Agent
         for the benefit of the Secured Parties) on any of the Borrower's or
         such Subsidiary's properties.

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

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

                                    ARTICLE V

                                  MISCELLANEOUS

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

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


                                      -28-
<PAGE>   29

following the date hereof, the Amended Credit Agreement). Any breach of any
representation or warranty or covenant or agreement contained in this Amendment
shall be deemed to be an Event of Default for all purposes of the Credit
Agreement and the other Loan Documents.

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

         SECTION V.4. Amendment Fee. Upon satisfaction of the condition set
forth in Section 3.1, the Borrower shall pay, without setoff, deduction or
counterclaim, a non-refundable amendment fee for the account of each Lender that
has executed and delivered (including delivery by way of facsimile) a copy of
this Amendment to the attention of Mr. Kenneth Suh at Mayer, Brown & Platt, 1675
Broadway, New York, New York 10019 (19th floor), telecopy number 212-262-1910 at
or prior to noon, New York time, on February 13, 2001 (as such time may be
extended by the Borrower), in the amount of 1/4 of 1% of such Lender's
Commitment. The aggregate amount of such amendment fee shall be paid at or prior
to noon, New York time, on February 14, 2001 (or, in the event the date in the
immediately preceding sentence has been extended, the Business Day that
immediately succeeds such extended date) to the Administrative Agent for the pro
rata account of the Lenders entitled to receive such amendment fee.

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

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

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

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

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


                                      -29-
<PAGE>   30

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

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -30-
<PAGE>   31

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

                                       BUDGET GROUP, INC.



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

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



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



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

                                       BANK OF AMERICA, N.A.



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

                                       BANK OF HAWAII



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


                                      S-1
<PAGE>   32

                                       BANK OF MONTREAL



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

                                       THE BANK OF NEW YORK



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

                                       THE BANK OF NOVA SCOTIA



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

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



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

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



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


                                      S-2
<PAGE>   33

                                       BANK UNITED



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

                                       BANKERS TRUST COMPANY



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

                                       BNP PARIBAS



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



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

                                       BANQUE WORMS CAPITAL CORPORATION



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


                                      S-3
<PAGE>   34

                                       BHF (USA) CAPITAL CORPORATION



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



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

                                       CHASE MANHATTAN BANK, N.A.



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

                                       CREDIT INDUSTRIEL ET COMMERCIAL



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



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

                                       COMMERZBANK AKTIENGESELLSCHAFT,
                                         CHICAGO BRANCH



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


                                      S-4
<PAGE>   35

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

                                       CREDIT AGRICOLE INDOSUEZ



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



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

                                       CREDIT LYONNAIS CHICAGO BRANCH



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

                                       DRESDNER BANK AG, NEW YORK AND
                                         GRAND CAYMAN BRANCHES



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



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


                                      S-5
<PAGE>   36

                                       ERSTE BANK DER OESTERREICHISCHEN
                                         SPARKASSEN AG



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



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

                                       FLEET BANK, N.A.



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

                                       THE FUJI BANK, LIMITED



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

                                       IMPERIAL BANK



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

                                       GENERAL ELECTRIC CAPITAL
                                         CORPORATION



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


                                      S-6
<PAGE>   37

                                       MERRILL LYNCH, PIERCE, FENNER & SMITH
                                         INCORPORATED



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

                                       NATEXIS BANQUE



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



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

                                       SATELLITE DISTRESSED CREDITS FUND, LLC

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



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

                                       SOUTHERN PACIFIC BANK



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


                                      S-7
<PAGE>   38

                                       THE SUMITOMO BANK, LIMITED,
                                         NEW YORK BRANCH



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

                                       SUNTRUST BANK CENTRAL FLORIDA, N.A.



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

                                       TORONTO DOMINION (TEXAS), INC.



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

                                       UNION BANK OF CALIFORNIA, N.A.



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


                                      S-8
<PAGE>   39

                                       THE SUMITOMO BANK, LIMITED,
                                         NEW YORK BRANCH



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

                                       SUNTRUST BANK CENTRAL FLORIDA, N.A.



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

                                       TORONTO DOMINION (TEXAS), INC.



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

                                       UNION BANK OF CALIFORNIA, N.A.



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


                                      S-8