Exhibit







North American Fleet, Lease
& Remarketing Operations                    
16800 Executive Plaza Dr.
Regent Court Bldg., 6N-1A
Dearborn, MI 48126
                                    
July 20, 2015




To:  Mike Schmidt, Senior Vice President – Fleet Services
       Avis Budget Car Rental, LLC  


 Subject: Avis Budget Car Rental 2016 Model Year Program Letter


This Avis Budget Car Rental, LLC 2016 Model Year Program Letter (the "Program Letter") will confirm the agreement reached between Avis Budget Car Rental, LLC ("ABCR"), its affiliates and all entities it controls and Ford Motor Company ("Ford"), (the "Parties"), regarding purchases by ABCR of Ford vehicles, which include any new and unused passenger cars, vans or trucks bearing the marks "Ford" or "Lincoln" as from time to time are offered for sale by Ford in the United States to Ford Dealers ("Ford Vehicles") for the 2016 Program Year.  "Program Year" ("PY") is defined and outlined on Attachment VII “Volume Adjustments” and runs through June 30, 2016.  The 2016 PY is comprised of 2015, 2016 and 2017 model year vehicles and includes all Ford Vehicles purchased by ABCR during the dates specified on Attachment VII “Volume Adjustments” unless both parties mutually agree to conclude the PY sooner.  Exceptions to the PY are summarized in Attachment VII "Volume Adjustments" attached hereto and incorporated herein.  The Parties agree that each month during the PY, ABCR shall prepare and submit to Ford during the 3rd week of the month, an updated requested production plan by week and by month, outlining production for the entire PY - the most current plan through the 2015 CY is outlined on Attachment IX “Production Plan”.  


Other than those items specifically identified in this Program Letter, all terms and conditions announced in related communications from Ford to ABCR, Ford's 2016 Model Daily Rental Repurchase Program and Ford's 2016 Model Daily Rental Long Term Risk Program, dated June 12, 2015 (the "Program Communications") control.  Terms used in this letter that are defined in such Program Communications shall have the meaning set forth in the Program Communications unless a contrary definition is provided in this Program Letter in which case the definition in this Program Letter shall prevail.  “Ford Dealer” is defined as an independent entity in the United States authorized by Ford to sell new Ford Vehicles under one or more dealer sales and service agreements.


The Parties hereto acknowledge and agree that this Program Letter, and the Program Communications relating to the acquisition by ABCR or its affiliates from Ford, and the repurchase by Ford, of Ford Vehicles, shall constitute a single contract among the Parties for all purposes, including in the event of a bankruptcy filing by any of the Parties.


This Program Letter and all of the enhancements apply to the 2016 Program Year as defined herein.  The terms and conditions contained in this Program letter are offered to meet competitive offers and promote the selection of Ford and Lincoln products.  This Program Letter contains the entire agreement between Ford and ABCR with respect to the subject matter hereof and supersedes any prior agreements and understanding, written or oral.  This Program Letter may only be changed by writing signed and delivered by the duly authorized representatives of ABCR and Ford.


Like Kind Exchange Notification
Ford is hereby notified that (ABCR) and its subsidiaries, AESOP Leasing L.P. (“AESOP Leasing”), Avis Rent A Car System, LLC (“Avis”) and Budget Rent A Car System, Inc. (“Budget”), have engaged AESOP Exchange Corporation as a qualified intermediary (“QI”) for the purpose of facilitating a like kind exchange program under 



	
				
	Confidential
	 
	 
	Page 2 of 6

	 
	 
	 
	16 ABCR / Ford Program






Section 1031 of the Internal Revenue Code of 1986, as amended.  As such, ABCR, AESOP Leasing, Avis and Budget have assigned to AESOP Exchange Corporation, acting in its capacity as QI, all of their rights, but not their obligations, in any existing manufacturer purchase agreements they may have with Ford for the purchase of replacement Vehicles and/or the repurchase of relinquished Vehicles.  This notification will apply to all future purchases of replacement Vehicles and/or the repurchases of relinquished Vehicles unless specifically excluded in writing.


Purchase Volume 
During the 2016 Program Year, ABCR agrees to purchase for use in or in support of operations at ABCR locations a Minimum Annual Volume of [*REDACTED*] Ford Vehicles from the Ford Dealers of their choice in the United States ("Minimum Annual Volume") in the mix outlined on Attachment I “Program Volume” attached hereto and incorporated herein.   ABCR agrees to order for production [*REDACTED*] of the [*REDACTED*] Ford Vehicles for production prior to December 11, 2015.  In recognition of this volume commitment, Ford agrees to provide ABCR with enhancements to the announced risk, repurchase and GAV programs as set forth herein.


In consideration of the obligations undertaken by ABCR, Ford shall cooperate with Ford Dealers with whom ABCR negotiates the purchase of Ford Vehicles (consistent with the sales and service agreements between Ford and Ford Dealers) to make reasonable allocations of Ford Vehicles available for resale to ABCR.  ABCR understands and agrees that production loss attributable to (a) shortage or curtailment of material, labor, transportation, or utility service; (b) any labor or production difficulty; (c) any governmental action; and/or (d) any cause beyond the reasonable control of Ford may affect vehicle volumes and may result in lower volume deliveries and/or delays in deliveries.  In any such event(s), Ford shall notify ABCR in a timely fashion and, if applicable, shall provide ABCR with an estimate as to the times(s) of any delays in such deliveries.   


Ford will use commercially reasonable efforts to achieve the mix outlined in Attachment Attachment I “Program Volume” attached hereto and incorporated herein, and ABCR recognizes that the mix could change and that any such changes to the mix shall be changes determined necessary by Ford to accommodate changes to the Ford Vehicle production plans.  ABCR acknowledges and agrees that it is possible that future demand for Ford Vehicles for retail sales in the United States could be at levels that may limit the allocation of such Vehicles available to fleet buyers such as ABCR.  In the event Ford is unable to deliver the Minimum Annual Volume and to the extent such shortfall/delay is not due to causes beyond Ford's reasonable control as set forth above, Ford agrees to work with ABCR to find a commercially reasonable solution. 


Risk Program 
ABCR agrees that of the [*REDACTED*] Ford Vehicles it purchases during the 2016 Acquisition Year, [*REDACTED*] shall be purchased as Ford Risk Vehicles, as outlined on Attachment I “Program Volume”.  Vehicle mix and incentives are outlined on Attachment I “Program Volume” and on Attachment II & III "Risk Incentives” attached hereto and incorporated herein.  Both Parties agree the 2017 MY planned Risk volumes are subject to incentive agreement.  If the Parties are unable to agree on incentives, the vehicles will become subject to the GAV Program.  


All Risk Vehicles must be ordered with Fleet Identification Number ("FIN") and option code 56K.  Risk Vehicle incentive payments will be made monthly through the automated competitive allowance payment system.  All Risk Vehicles [*REDACTED*] with the exception of any equipment changes or reconfigurations that affect the price.  


The 2016 MY Risk Fiesta, Fusion, Escape, Explorer, MKC,MKX, MKZ vehicles ordered prior to July 1, 2015 will be paid through the 2015 PY automated competitive allowance payment system (this system uses a June 30 cutoff date for vehicles designated as early introduction vehicles).  These Vehicles ordered prior to July 1, 2015 that are part of the 16 PY, are set forth on Attachment VII "Volume Adjustments" attached hereto and incorporated herein.  


Guaranteed Auction Value ("GAV") Program Description
Ford and ABCR agree that the terms and conditions of the GAV Program shall be the same as the terms and conditions set forth in the 2015 Model Daily Rental Repurchase Program as amended by this Program Letter, except as follows: 





	
				
	Confidential
	 
	 
	Page 3 of 6

	 
	 
	 
	16 ABCR / Ford Program






a.    All references to "Repurchase" or "Repurchase Program" shall be deleted and replaced by "Guaranteed Auction Value," "GAV" or "Guaranteed Auction Value Program."  The terms "Guaranteed Auction Value" and "GAV" shall have the same meaning and shall be used interchangeably.  


b.    The GAV shall be equal to the Repurchase Settlement Amount as defined in the Repurchase Programs and will be paid to ABCR in two separate transactions:  (1) the first payment will consist of Net Auction Proceeds and be paid by the Ford Sponsored Auction to ABCR as directed by ABCR; and (2) the second payment will consist of a GAV Supplement Amount ("GAVSA") to be paid by Ford on the Wednesday of the week following the sale of vehicles at the Ford Sponsored Auction.  The GAVSA shall be determined by calculating the GAV, deducting net auction proceeds and adding the interest reimbursement amount set forth below.


c.    To reimburse ABCR for [*REDACTED*] held for sale at Ford Sponsored Auctions more than [*REDACTED*] from Acceptance Date, [*REDACTED*] will be included in the GAVSA as follows:


		
	•
	[*REDACTED*]    [*REDACTED*]


		
	•
	[*REDACTED*]    [*REDACTED*]


		
	•
	[*REDACTED*]    [*REDACTED*]




		
	d.
	Title to GAV vehicles will remain in the name of ABCR until the auction sale date at which time ABCR will transfer title, or cause title to be transferred, to the purchasing dealer.




		
	e.
	On the [*REDACTED*] day after the Acceptance Date, vehicles not sold at a Ford Sponsored Auction will be repurchased by Ford and Ford will pay ABCR the Repurchase Settlement Amount set forth in the applicable Ford Repurchase Program for such model year. In addition to the Repurchase Settlement Amount, Ford will also [*REDACTED*] set forth herein. 




		
	f.
	Notwithstanding anything to the contrary in the Program Communications, as of the date of this Program Letter, Ford shall be under no obligation to repurchase vehicles except as set forth herein.  




		
	g.
	Except as specifically amended herein, all other terms and conditions in the 2015 Model Daily Rental Repurchase Program remain in effect.  




GAV Program
ABCR agrees that of the [*REDACTED*] Ford Vehicles it purchases during the 2016 Program Year, [*REDACTED*] shall be subject to the Ford GAV Program, as outlined on Attachment I “Program Volume” attached hereto and incorporated herein.  


As part of the ABCR GAV Program, Ford agrees to enhance the 2016 Model Repurchase Program with the following items described below.  The ABCR Guaranteed Auction Value Program details are outlined on Attachment IV "GAV Program Detail” and Attachment V "GAV Depreciation Rates" attached hereto and incorporated herein.
		
	•
	[*REDACTED*]  




		
	•
	ABCR GAV volume will be ordered as 100% Days-In-Service Program 56Z (less any Hawaii Vehicles 56G). 




		
	•
	[*REDACTED*] 2015 MY GAV vehicles, MKT and Flex, ordered as part of the 2015 Program have defined depreciation rates,  Non Return Allowance, and payments that may vary from 2015 models.  These terms are outlined on Attachment V "GAV Depreciation Rate attached hereto and incorporated herein. [*REDACTED*] are set forth on Attachment VI [*REDACTED*] attached hereto and incorporated herein. 


 
[*REDACTED*] Agreement
ABCR agrees that so long as it purchases Ford Vehicles that are subject to Ford's GAV Program and/or Ford's Repurchase Program, at Ford's request, ABCR will enter into [*REDACTED*] Agreement in which [*REDACTED*].  Each such agreement will provide that the parties will [*REDACTED*].





	
				
	Confidential
	 
	 
	Page 4 of 6

	 
	 
	 
	16 ABCR / Ford Program








Days-In Service Program – Order Code 56Z (Overall Description)
		
	•
	The 2016 Days-In-Service Program details are outlined on Attachment IV "GAV Program Detail" attached hereto and incorporated herein.  Rates are outlined on Attachment V "GAV Depreciation Rates". As detailed in the 2016 Model Daily Rental Repurchase Program (page 3), the Ford Mustang continues to be the only Ford Vehicle that has a surcharge applied to the monthly depreciation rate based on the month of vehicle acceptance.  Once vehicles are delivered, order code 56Z is not transferable to other programs.  




		
	•
	As outlined on Attachment V "GAV Depreciation Rates" attached hereto and incorporated herein, [*REDACTED*] The [*REDACTED*] which can be claimed within [*REDACTED*]. If the [*REDACTED*] the vehicle will be [*REDACTED*] regardless of days-in-service.


 
[*REDACTED*]
		
	•
	[*REDACTED*]


		
	•
	[*REDACTED*]


		
	•
	[*REDACTED*] are set forth on Attachment VI [*REDACTED*] attached hereto and incorporated herein.


		
	•
	Any Ford vehicle tendered for sale/repurchase, and rejected for any reason, [*REDACTED*].


		
	•
	Vehicles must be ordered as GAV with order code 56 G or 56 Z.


		
	•
	[*REDACTED*] VINs must be submitted through Ford's fleet website after January 5, 2016.


		
	•
	[*REDACTED*] must be submitted prior to the vehicle exceeding the Maximum-Out-of-Service-Date (MOSD) +180 days.


		
	•
	[*REDACTED*] submitted prior to the 15th of the month will [*REDACTED*] at the end of the month; [*REDACTED*] submitted after the 15th of the month will [*REDACTED*] at the end of the next month.


		
	•
	[*REDACTED*] that are made in error can be reversed but will be charged [*REDACTED*] per annum interest from the claim date to the repayment date.




Post Acceptance Chargeback
		
	•
	If Ford accepts a returned Ford vehicle, the vehicle will not be subject to future chargeback for undetected issues except for oil sludge and title issues.  




[*REDACTED*]
ABCR and Ford agree that the Minimum Volume represents a significant percentage of the ABCR vehicle rental fleet and that if [*REDACTED*]


Confidentiality
This Program Agreement, or any part of the contents hereof, and all records, statements and matters relating hereto including information obtained or provided, including information related to Ford’s vehicle cycle plans, future products and related activities, shall be treated as confidential and each of the parties shall take or cause to be taken the same degree of care in preventing disclosure of the Confidential Material as it does with its own confidential trade or business information, including ensuring that any employees, vendors or suppliers that obtain or have access to such Confidential Material also maintain the same level of confidentiality.  Further, except as may otherwise be required by law or by subpoena or civil investigative demand, neither party shall provide the Confidential Material, or any part thereof, to any other person or legal entity, including vendors and suppliers, without the prior written consent of the other, which consent shall not be withheld unreasonably. In disclosing the Confidential Material to any person or legal entity, the disclosing party will impose on the receiving party the same degree of confidentially and care that the parties have undertaken in the first sentence of this Section or, in the case of Confidential Material supplied to any person or governmental agency pursuant to subpoena or civil investigative demand, requirement of the Securities and Exchange Commission or similar request, the disclosing party will seek an appropriate protective order or confidential treatment, and will use its best efforts to assure that the receiving party or entity returns all copies of all the Confidential Material that shall have been furnished to it, promptly after the receiving party or entity shall have completed its required analysis or review of such Confidential Material.





	
				
	Confidential
	 
	 
	Page 5 of 6

	 
	 
	 
	16 ABCR / Ford Program








Illegality of Agreement
If any provision of this Program Agreement is rendered invalid, illegal or unenforceable by enactment of a statute or a final decision by a court or governmental agency of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired.


Michigan Law
This Program Agreement shall in all respects be governed by and be construed in accordance with the laws of the State of Michigan without giving effect to the principles of conflicts of laws thereof. Any litigation regarding this Program Agreement shall be brought only in the United States District Court in Detroit, Michigan. The parties irrevocably and unconditionally waive any objection to the laying of venue of any such litigation in that Court, and agree not to plead or claim that such litigation has been brought in an inconvenient forum. Neither party shall be liable for any special, incidental, consequential or punitive damages caused by or arising out of any performance or non-performance of this Agreement.  


Failure to Perform due to Strike, etc Excused
Other than as to payment obligations, if the failure of either party to fulfill its obligations within the time periods set forth in this Agreement, arise because of circumstances such as acts of God, acts of government, floods, fires, explosions, accidents, strikes or other labor disturbances, wars, civil insurrection, sabotage, nuclear or environmental disaster or other similar circumstances wholly outside the control of the defaulting Party (collectively, “Force Majeure Event”), then such failure shall be excused hereunder for the duration of such Force Majeure Event.  In the event a Force Majeure Event continues for more than thirty calendar days, or a mutually-recognized significant reduction in air travel occurs, the parties will commence negotiations in an effort to agree on modifications to this Program Agreement permitting both parties to continue without substantial penalty. 


Counterparts
This Program Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.


Waivers and Extensions
The parties to this Program Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred.  Any waiver may be conditional.  No waiver of any breach of any agreement or provision will be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision. No waiver or extension of time for performance of any obligations or acts will be deemed a waiver or extension of the time for performance of any other obligations or acts.


Recap of 2016 PY Attachments
	
		
	Attachment I
	Program Volume

	Attachment II
	Risk Program 2016 MY

	Attachment III
	Risk Program 2017 MY

	Attachment IV
	GAV Program Detail

	Attachment V
	GAV Rates

	Attachment VI
	[*REDACTED*]

	Attachment VII
	Volume Adjustments

	Attachment VIII
	Program Reconciliation

	Attachment IX
	Production Plan















	
				
	Confidential
	 
	 
	Page 6 of 6

	 
	 
	 
	16 ABCR / Ford Program








Notices
Any notice, consent, approval or other communication required or permitted hereunder shall be in writing, shall be transmitted given by registered or certified United States Mail or by express mail courier service, and shall be deemed given when deposited in the mail, postage prepaid and addressed as follows:


Ford Motor Company, Regent Court Building
16800 Executive Plaza Drive
Dearborn, MI  48126
Attention: Rental Manager, Rental, Lease and Remarketing Operations




Please concur by signing below signifying ABCR's acceptance of the 2015 Program Letter.  By executing this Annual Program Letter ABCR certifies that Ford's Fleet Program [*REDACTED*].




	
	
	Sincerely,

	/s/ Susan Kizoff

	Susan Kizoff, Rental Manager








	
			
	Ford Motor Company Concurrence:
	 
	 

	/s/ Kevin Koswick, Director
	 
	8/5/15

	North America Fleet Lease Remarketing Operations
	 
	Date






	
			
	Ford Motor Company Concurrence:
	 
	 

	/s/  Mark LaNeve, VP Marketing Sales and Service
	 
	8-5-15

	Mark LaNeve, VP Marketing Sales and Service
	 
	Date






	
			
	Agreed:
	 
	 

	Avis Budget Car Rental, LLC
	 
	 

	/s/ Mike Schmidt
	 
	8/14/15

	Mike Schmidt, Senior Vice President - Fleet Services
	 
	Date:









	
			
	Confidential
	 
	Attachment I






	
																								
	Ford Motor Company / Avis Budget Car Rental
	 
	 

	2016 PROGRAM YEAR
	 
	 

	PROGRAM VOLUME
	 
	 

	 
	 
	 

	 
	 
	 
	PROGRAM
	 
	RISK
	TOTAL VOLUME by MY
	 
	TOTAL VOLUME by PY
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	Memo:
	 
	 

	 
	 
	 
	 
	Ford
	 
	 
	 
	Ford
	 
	 
	Ford
	 
	 
	 
	Ford
	 
	 
	 
	Cum Dec.
	 
	 

	 
	 
	 
	 
	GAV
	 
	 
	 
	RISK
	 
	 
	Total
	 
	 
	 
	Total
	 
	 
	 
	Delivery
	 
	 







	
			
	Confidential
	 
	Attachment I






	
																								
	Fiesta
	 
	 
        
 
 
          
 
           
 
        
 
 
 
         
 
                  
[*REDACTED*]
        
 
 
 
 
 
 
 
 
 
 
 
 
 
  

	Focus
	 

	C-MAX
	 

	Fusion
	 

	Fusion  17MY
	a/

	Mustang  Coupe
	 

	Mustang  Conv
	 

	Taurus
	 

	Edge
	a/

	Flex 15MY
	 

	Flex
	a/

	Escape
	 

	Escape 17MY
	a/

	Explorer
	 

	Expedition
	 

	Fseries(F150-F250)
	a/

	Transit Wagon
	 

	MKZ
	 

	MKS
	 

	MKX
	 

	MKT  2015MY
	 

	MKT
	a/

	Navigator
	 

	Total
	 

	 
	 

	Memo:
	 

	2015 MY
	 

	2016 MY
	 

	2017 MY
	 

	 
	 

	a/ Preliminary mix subject to change based on pending information
	 
	 









	
			
	Confidential
	 
	Attachment II








  


	
															
	Ford Motor Company / Avis Budget Car Rental

	2016 Program Year / 2016 MY Vehicles

	Risk Program

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	Incentive Components

	 
	 
	 
	 
	 
	Total
	 
	 
	Series
	Option
	Rapid
	 
	Total
	Off
	FIMPS

	 
	16 Model Year Vehicles & Minimum Specs
	 
	 
	 
	Volume
	 
	 
	Code
	Code
	Series
	 
	Incentive
	Invoice
	Payment

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	FORD CAR & TRUCK
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	[*REDACTED*]



	 
	 
	 
	 
	 
	 
	 
	 
	P4B
	 
	200A
	 

	[*REDACTED*]
	 
	P4E
	 
	200A
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	P3F
	 
	200A
	 

	P3K
	 
	200A
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	POH
	997
	200A
	 

	POK or POD
	999
	300A
	 

	 
	13B
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	P8T
	 
	200A
	 

	P8C
	 
	400A
	 

	 
	 
	 
	 

	P8U
	 
	200A
	 

	P8F
	 
	400A
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	K3K
	 
	300A
	 

	K4K
	 
	300A
	 

	 
	 
	 
	 









	
			
	Confidential
	 
	Attachment II










	
							
	[*REDACTED*]
	 
	 
	 
	 
	 
	[*REDACTED*]

	 
	K5D, K6D
	 
	300A
	 

	 
	 
	 
	 
	 

	 
	UOG
	997
	200A
	 

	 
	U9G
	999
	200A
	 

	 
	U0J
	999
	300A
	 

	 
	U9J
	999
	300A
	 

	 
	 
	43M
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	#
	K7F
	 
	300A
	 

	#
	K8F
	 
	300A
	 

	#
	K8G
	 
	400A
	 

	 
	 
	439
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	U1J
	 
	202A
	 

	 
	 
	59N
	 
	 

	 
	 
	91D
	 
	 

	 
	 
	 
	 
	 

	 
	K1H, K1J
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	W1C
	 
	301A
	 

	 
	W1E
	 
	301A
	 

	 
	 
	99F
	 
	 

	 
	 
	 
	 
	 

	 
	F2B,X2B,W2B
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	X2Z/X2Y
	 
	302A
	 

	 
	 
	 
	 
	 









	
			
	Confidential
	 
	Attachment II










	
																			
	 
	LINCOLN
	 
	 
	 
	 
	 
	 
	 
	[*REDACTED*]

	 
	 
	 
	 
	 
	 
	J6J, J8J
	65T
	102A

	[*REDACTED*]
	 
	 
	 
	 

	J5F
	 
	100A

	 
	 
	 

	J2J, J2H
	 
	All

	J3J, J3H
	 
	 

	 
	43M
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 













	
			
	Confidential
	 
	                                                                                  Attachment III






	
																
	Ford Motor Company / Avis Budget Car Rental
 
2016 Program Year / 2017 MY Vehicles a/


Risk Program 

	 
	 
	 
	Planned
	 
	 
	 
	 
	 
	Incentive Components
	 

	 
	 
	Total
	 
	Series
	Option
	Rapid
	 
	Total
	 
	Off
	 
	FIMPS
	 

	 
	17 Model Year Vehicles & Minimum Specs
	Volume
	Mix
	Code
	Code
	Series
	 
	Incentive
	 
	Invoice
	 
	Payment
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	FORD CAR & TRUCK
	 
	 
	 
	 
	 
	 
	 
	[*REDACTED*] 
 
 
 
	 

	 
	                                        [*REDACTED*]
 


	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	a/ Preliminary mix subject to change based on pending information
	 













	
			
	Confidential
	 
	                                                                  Attachment IV






	
														
	 
	 
	 
	 
	 
	 
	 
	 

	Ford Motor Company / Avis Budget Car Rental

	 

	2016 Program Year

	GAV PROGRAM DETAIL

	 

	DAYS-IN-SERVICE PROGRAM DETAILS

	 
	 
	 
	 
	[*REDACTED*]

	 
	 
	 
	 

	 
	In-Service & Ordering Requirements
	 

	 
	2
	Months-In-Service
	 

	 
	 
	 
	 

	 
	2
	Days in Service
	 

	 
	 
	 
	 

	 
	2
	GAV Order Code
	 

	 
	 
	 
	 

	 
	2
	Tier Distribution (max % per Tier per VL)
	a/

	 
	 
	 
	 

	 
	 
	Base Vehicles
	 

	 
	 
	Seasonal / Lincoln Vehicles
	 

	 
	 
	Specialty Vehicles
	 

	 
	 
	 
	 

	 
	Volume, Depreciation and Vehicle Lines
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	Base Depreciation Rates
	 
	See Program Summary / Dep Rates
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	Depreciation Return Surcharge
	b/
	Mustang Only
	 
	Mustang Only
	 
	Mustang Only
	 
	N/A

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	4th Quarter Production (Cum-Dec)
	c/
	[*REDACTED*]
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Return Restrictions
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	No Acceptance Dates
	 
	Good Friday, Memorial Day, July 4th, Labor Day, Thanksgiving Thursday & Friday, and 12-24-15 thru 1-04-16
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	Max OSD 180 Day Extension
	 
	N/A
	 
	N/A
	 
	$15/day plus deprec.
	 
	$15/day plus deprec.

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Mileage
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	Transit Wagon / Flex
	 
	[*REDACTED*]

	 
	 
	 
	 

	 
	2
	[*REDACTED*]
	d/











	
			
	Confidential
	 
	                                                                  Attachment IV






	
														
	 
	 
	 
	 
	[*REDACTED*]

	 
	2
	All Other Vehicles
	 

	 
	 
	 
	 

	 
	2
	Excess Mileage Penalty
	 

	 
	 
	 
	 

	 
	[*REDACTED*]
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	[*REDACTED*]
	 
	Eligible (not to exceed 10% by vehicle line)
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	[*REDACTED*]
	 
	[*REDACTED*]
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	[*REDACTED*]
	 
	Maximum-Out-of-Service-Date (MOSD) + 180 days
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Turn In Standards
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	Shipping Costs
	 
	N/A
	 
	N/A
	 
	N/A
	 
	$250

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	Hawaii
	 
	N/A
	 
	N/A
	 
	N/A
	 
	10 days

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	Deductible
	 
	$500
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	Express Sign-Off
	 
	$100
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	2
	All other Standards and Procedures
	 
	As published in the 2016  Program Year Daily Rental Repurchase Program Announcement

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	a/
	Seasonal / Lincoln Vehicles: [*REDACTED*] is exceeded vehicle will be paid [*REDACTED*]. For example once [*REDACTED*] of Base vehicles have been returned the next vehicle turned in (regardless of age) will be charged a minimum of [*REDACTED*] months depreciation.

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	b/
	Mustang return surcharge applies as outlined in 2016 Model Daily Rental Repurchase Program (page 3)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	c/
	4th quarter production must be prioritized for production no later than December 11, 2015

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	d/
	[*REDACTED*]













	
			
	Confidential
	 
	                                                                                    Attachment V






	
																	
	Ford Motor Company / Avis Budget Car Rental

	 
	 

	2016 Program Year

	 
	 

	GAV DEPRECIATION RATES

	 

	 
	 
	 
	 

	 
	 
	 
	 2016 GAV RATES [*REDACTED*]  a/ b/ 

	 
	 
	 

	 
	 
	 
	Mthly Depreciation Rates b/
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Months In Service                MIS
	 
	[*REDACTED*]
	 

	 
	Days In Service                    DIS
	 
	 

	 
	Base Vehicles
	 
	 

	 
	 
	 
	 

	 
	 [*REDACTED*] by vehicle line DNE 
	 
	 

	 
	Fiesta
	 
	 

	 
	Focus
	 
	 

	 
	Fusion 16MY & 17 MY
	 
	 

	 
	Mustang Coupe
	 
	 

	 
	Escape 16 MY & 17MY
	 
	 

	 
	Taurus
	 
	 

	 
	 
	 
	 

	 
	Seasonal & Lincoln Vehicles
	 
	 

	 
	[*REDACTED*] by vehicle line DNE 
	 
	 

	 
	Mustang Convertible
	 
	 

	 
	Edge
	 
	 

	 
	Flex 15 MY & 16 MY
	 
	 

	 
	Explorer
	 
	 

	 
	Expedition
	 
	 

	 
	MKZ 16MY & 17MY
	 
	 









	
			
	Confidential
	 
	                                                                                    Attachment V






	
																	
	 
	MKS
	[*REDACTED*]
	 

	 
	MKX
	 

	 
	Navigator
	 

	 
	 
	 

	 
	Specialty Vehicles
	 

	 
	[*REDACTED*] by vehicle line DNE 
	 

	 
	F150 Super Crew
	 

	 
	Transit Wagon
	 

	 
	MKT 15 MY & 16 MY
	 

	 
	C-Max Hybrid
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	a/ 2016 MY vehicles unless noted to include 15MY or 17MY

	 
	 

	 
	b/ GAV vehicles are price protected to the level in effect at the date of order receipt








 





	
			
	Confidential
	 
	                                                              Attachment VI








	
									
	Ford Motor Company / Avis Budget Car Rental
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	2016 Program Year
	 

	 
	 

	[*REDACTED*]
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Eligible Vehicles c/
	 
	[*REDACTED*]
	 

	 
	 
	 
	Spec A
	Model
	 
	Spec B
	Model
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Fiesta
	 
	[*REDACTED*]
	 

	 
	Focus
	 
	 

	 
	C-Max Hybrid
	 
	 

	 
	Fusion 16 MY (17 MY TBD)
	 
	 

	 
	Mustang Coupe
	 
	 

	 
	Mustang Convertible
	 
	 

	 
	Taurus
	 
	 

	 
	Edge
	 
	 

	 
	Flex 2015 MY
	 
	 

	 
	Flex
	 
	 

	 
	Escape 16 MY & 17 MY
	 
	 

	 
	Explorer
	 
	 

	 
	Expedition & Expedition EL
	 
	 

	 
	F-Series
	 
	 

	 
	Transit -- Wagon
	 
	 

	 
	 
	 
	 

	 
	LINCOLNS
	 
	 

	 
	MKZ  16 MY (17 MY TBD)
	 
	 

	 
	MKS
	 
	 

	 
	MKX
	 
	 

	 
	MKT & MKT Town Car
	 
	 

	 
	Navigator & Navigator L
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	a/
	Vehicle must be an eligible GAV vehicle for [*REDACTED*]. If payment is made the vehicle is ineligible for future GAV return.
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	b/
	MOSD for claiming [*REDACTED*].  MOSD + 180 Days
	 

	 
	[*REDACTED*] of any one vehicle line repurchase volume
	 
	 
	 
	 

	 
	 
	 

	c/
	[*REDACTED*] apply to 2016 MY in the 16 PY; unless noted 
	 




        





	
			
	Confidential
	 
	                                                             Attachment VII








	
								
	 
	A
	B
	 

	 
	 
	Early Orders #'s Prior
	 

	 
	Start
	7/1/2015
	 

	FULL PROGRAM YEAR
	Date
	Risk
	Program
	Total
	Base

	 
	 
	[*REDACTED*]
	[*REDACTED*]
	[*REDACTED*]

	FIESTA
	 

	FOCUS
	 

	C-MAX
	 

	FUSION
	a/

	FUSION 17 MY
	 

	MUSTANG COUPE
	 

	MUSTANG CONV
	 

	TAURUS
	 

	Edge
	 

	Flex 2015 MY
	 

	Flex 2016 MY
	 

	Escape 2016 MY
	 

	Escape 2017 MY
	 

	Explorer
	a/

	Expedition
	 

	Fseries (F150-F250)
	 

	Transit
	 

	MKZ
	 

	MKS
	 

	MKX
	 

	MKT 2015 MY
	 

	MKT
	 

	Navigator
	 

	 
	 

	Grand Total
	 

	 
	NOTES:

	 
	A/    Start Date for 2016MY Vehicles that are in both the 15PY and 16PY due to "early job one date";

	 
	B/    Volume add to the Ford Weekly reports to equal full Program Year orders (ordered prior to 7/1/15)

	 
	 

	 
	a/ Risk  Explorer, Fusion  Require "True Up" payment outlined on Attachment VIII









	
			
	Confidential
	 
	                                                             Attachment VII








	
																					
	 
	 
	Adjustments
	 
	C
	TOTAL

	 
	 
	1
	 
	2
	 
	3
	 
	4
	 
	5
	 
	6
	 
	7
	 
	TOTAL
	Program
	Combined

	FULL PROGRAM YEAR
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	VOLUME
	End Date
	VOLUME

	 
	 
	                                        
	 
	[*REDACTED*]
	[*REDACTED*]
	[*REDACTED*]

	FIESTA
FOCUS
C-MAX
FUSION
FUSION 17 MY
MUSTANG COUPE
MUSTANG CONV
TAURUS
Edge 
Flex 2015 MY
Flex 2016 MY
Escape 2016 MY
Escape 2017 MY
Explorer
Expedition
Fseries (F150-F250)
Transit
MKZ
MKS
MKX
MKT 2015 MY
MKT 
Navigator
	 

	 
	 
	 
	 
	 
	 
	 
	 

	Grand Total
	 
	 
	 
	 













	
			
	Confidential
	 
	                                    Attachment VIII








	
								
	Ford Motor Company / Avis Budget Car Rental

	 

	2016 PROGRAM YEAR

	PROGRAM  RECONCILIATION   a/

	 

	 

	Vehicle Line/ Series  c/
	 
	Start Date
	Vehicle Counts
	 
	Incentive Impact y-o-y

	 
	 
	 
	 
	 
	 
	 
	b/

	 
	 
	 
	Risk
	 
	2015 PY
	2016 PY
	16 h/(L) 15

	Fusion
	 
	[*REDACTED*]
	[*REDACTED*]
	 
	[*REDACTED*]

	P0H  200A
	 
	 

	P0K  200A
	 
	 

	 
	 
	 

	Explorer
	 
	 

	K7F Lmtd FWD
	 
	 

	K8F Lmtd AWD
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	Grand Total
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	a/  2016 PY Fusion and Explorer ordered prior to July 1, 2015 was paid within the 15PY with an incentive that requires reconciliation as shown above.

	 
	 
	 
	 
	 
	 
	 
	 

	b/  Reconciliation payment will be paid through [*REDACTED*]
	 

	 
	 
	 
	 
	 
	 
	 
	 

	c/  Any other 2016 MY vehicle ordered prior to 7/1/2015, other than the vehicle lines noted above, will be paid under the 2015 Program as a [*REDACTED*] with the appropriate incentive and requires no reconciliation.













	
			
	Confidential
	 
	                                                                                           Attachment IX






	
														
	 
	July Delivery
	August Delivery
	Sept Delivery

	 
	Cum June production
	July Production
	August Production
	Sept Production

	Veh Line
	F3
	F4
	



J1
	J2
	G3
	G4
	G5
	H1
	H2
	H3
	H4
	



J1
	J2

	 
	15-Jun
	22-Jun
	31-Aug
	7-Sep
	13-Jul
	20-Jul
	27-Jul
	3-Aug
	10-Aug
	17-Aug
	24-Aug
	31-Aug
	7-Sep

	 
	[*REDACTED*]

	Fiesta

	Focus

	C-Max

	Fusion

	FRAP

	HERMO

	MSTG Coupe

	MSTG Conv

	Taurus

	Edge

	15 MY Flex

	Flex

	Escape

	Explorer

	Expedition

	F-Series

	Transit 12 Pass

	MKZ

	MKS

	MKX

	MKC

	15 MY MKT/TC

	MKT/TC

	Navigator

	 

	Total

	Monthly Production











	
			
	Confidential
	 
	                                                                                           Attachment IX








	
																
	 
	October Delivery
	November Delivery
	December Delivery
	Total
	Total

	 
	Sept Production
	October Production
	November Production
	December Production
	Program
	Cum

	 
	J3
	J4
	J5
	K1
	K2
	K3
	K4
	L1
	L2
	L3
	L4
	M1
	M2
	Volume
	Dec

	Veh Line
	14-Sep
	21-Sep
	28-Sep
	5-Oct
	12-Oct
	19-Oct
	26-Oct
	2-Nov
	9-Nov
	16-Nov
	23-Nov
	30-Nov
	7-Dec
	 
	 

	Fiesta
Focus
C-Max
Fusion
FRAP
HERMO
MSTG Coupe
MSTG Conv
Taurus
Edge
15 MY Flex
Flex
Escape
Explorer
Expedition
F-Series
Transit 12 Pass
MKZ
MKS
MKX
MKC
15 MY MKT/TC
MKT/TC
Navigator
	[*REDACTED*]
	






	Total
	 
	 

	Monthly Production
	 
	 
	 
	 
	 
	 

	[*REDACTED*]
	                                                                                                                                                                                                                                                                                 [*REDACTED*]
              
a/ Production Forecast subject to frequent changes