EX-10.14



 








Exhibit 10.14




CONFORMED COPY



BUDGET TRUCK FUNDING, LLC,


as Issuer


BUDGET TRUCK RENTAL, LLC


as Administrator


DEUTSCHE BANK SECURITIES, INC.,


as Administrative Agent


CERTAIN CP CONDUIT PURCHASERS,

CERTAIN FUNDING AGENTS,

CERTAIN APA BANKS


and


THE BANK OF NEW YORK TRUST COMPANY, N.A.,


as Trustee, Series 2006-1 Agent and Securities Intermediary




 






SERIES 2006-1 SUPPLEMENT


dated as of May 11, 2006


to


BASE INDENTURE


dated as of May 11, 2006




 








 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE II PURCHASE AND SALE OF SERIES 2006-1 NOTES; INCREASES AND
DECREASES OF SERIES 2006-1 INVESTED AMOUNT
	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	 	 	Section 2.1	 	Purchases of the Series 2006-1 Notes
	 	 	22	 
	 	 	Section 2.2	 	Delivery
	 	 	23	 
	 	 	Section 2.3	 	Procedure for Issuance of the Series 2006-1 Initial Invested Amount and
for Increasing the Series 2006-1 Invested Amount
	 	 	23	 
	 	 	Section 2.4	 	Sales by CP Conduit Purchasers of Series 2006-1 Notes to APA Banks
	 	 	26	 
	 	 	Section 2.5	 	Procedure for Decreasing the Series 2006-1 Invested Amount
	 	 	26	 
	 	 	Section 2.6	 	Interest; Fees
	 	 	26	 
	 	 	Section 2.7	 	Indemnification by BTF
	 	 	27	 
	 	 	Section 2.8	 	Funding Agents
	 	 	28	 
	 	 	Section 2.9	 	Partial Termination.
	 	 	28	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE III SERIES 2006-1 ALLOCATIONS	 	 	28	 
	 	 	 	 	 
	 	 	 	 
	 	 	Section 3.1	 	Establishment of Series 2006-1 Collection Account, Series 2006-1
Principal Subaccount and Series 2006-1 Accrued Interest Account
	 	 	29	 
	 	 	Section 3.2	 	Allocations with Respect to the Series 2006-1 Notes
	 	 	29	 
	 	 	Section 3.3	 	Payments to Noteholders
	 	 	31	 
	 	 	Section 3.4	 	Payment of Note Interest and Commitment Fees
	 	 	34	 
	 	 	Section 3.5	 	Payment of Note Principal
	 	 	35	 
	 	 	Section 3.6	 	Administrator’s Failure to Instruct the Trustee to Make a Deposit or
Payment
	 	 	39	 
	 	 	Section 3.7	 	Series 2006-1 Reserve Account
	 	 	40	 
	 	 	Section 3.8	 	Series 2006-1 Letters of Credit and Series 2006-1 Cash Collateral
Account
	 	 	42	 
	 	 	Section 3.9	 	Series 2006-1 Distribution Account
	 	 	46	 
	 	 	Section 3.10	 	Series 2006-1 Demand Notes Constitute Additional Collateral for Series
2006-1 Notes
	 	 	48	 
	 	 	Section 3.11	 	Series 2006-1 Interest Rate Hedges.
	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IV AMORTIZATION EVENTS	 	 	49	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE V CONDITIONS PRECEDENT	 	 	51	 
	 	 	 	 	 
	 	 	 	 
	 	 	Section 5.1	 	Conditions Precedent to Effectiveness of Series Supplement
	 	 	51	 






i









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VI CHANGE IN CIRCUMSTANCES	 	 	54	 
	 	 	 	 	 
	 	 	 	 
	 	 	Section 6.1	 	Increased Costs
	 	 	54	 
	 	 	Section 6.2	 	Taxes
	 	 	55	 
	 	 	Section 6.3	 	Break Funding Payments
	 	 	58	 
	 	 	Section 6.4	 	Alternate Rate of Interest
	 	 	59	 
	 	 	Section 6.5	 	Mitigation Obligations
	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VII REPRESENTATIONS AND WARRANTIES, COVENANTS	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	 	 	Section 7.1	 	Representations and Warranties of BTF and the Administrator
	 	 	59	 
	 	 	Section 7.2	 	Covenants of BTF and the Administrator
	 	 	60	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT	 	 	62	 
	 	 	 	 	 
	 	 	 	 
	 	 	Section 8.1	 	Appointment
	 	 	62	 
	 	 	Section 8.2	 	Delegation of Duties
	 	 	62	 
	 	 	Section 8.3	 	Exculpatory Provisions
	 	 	62	 
	 	 	Section 8.4	 	Reliance by Administrative Agent
	 	 	63	 
	 	 	Section 8.5	 	Notice of Administrator Default or Amortization Event or Potential
Amortization Event
	 	 	63	 
	 	 	Section 8.6	 	Non-Reliance on the Administrative Agent and Other Purchaser Groups
	 	 	63	 
	 	 	Section 8.7	 	Indemnification
	 	 	64	 
	 	 	Section 8.8	 	The Administrative Agent in Its Individual Capacity
	 	 	65	 
	 	 	Section 8.9	 	Resignation of Administrative Agent; Successor Administrative Agent
	 	 	65	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IX THE FUNDING AGENTS	 	 	65	 
	 	 	 	 	 
	 	 	 	 
	 	 	Section 9.1	 	Appointment
	 	 	65	 
	 	 	Section 9.2	 	Delegation of Duties
	 	 	66	 
	 	 	Section 9.3	 	Exculpatory Provisions
	 	 	66	 
	 	 	Section 9.4	 	Reliance by Each Funding Agent
	 	 	66	 
	 	 	Section 9.5	 	Notice of Administrator Default or Amortization Event or Potential
Amortization Event
	 	 	66	 
	 	 	Section 9.6	 	Non-Reliance on Each Funding Agent and Other Purchaser Groups
	 	 	67	 
	 	 	Section 9.7	 	Indemnification
	 	 	67	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE X GENERAL	 	 	68	 
	 	 	 	 	 
	 	 	 	 
	 	 	Section 10.1	 	Successors and Assigns
	 	 	68	 
	 	 	Section 10.2	 	Securities Law
	 	 	70	 
	 	 	Section 10.3	 	Adjustments; Set-off
	 	 	70	 
	 	 	Section 10.4	 	No Bankruptcy Petition
	 	 	71	 
	 	 	Section 10.5	 	Limited Recourse
	 	 	72	 
	 	 	Section 10.6	 	Costs and Expenses
	 	 	72	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	Section 10.7	 	Exhibits
	 	 	73	 
	 	 	Section 10.8	 	Ratification of Base Indenture
	 	 	73	 
	 	 	Section 10.9	 	Counterparts
	 	 	73	 
	 	 	Section 10.10	 	Governing Law
	 	 	73	 
	 	 	Section 10.11	 	Amendments
	 	 	73	 
	 	 	Section 10.12	 	Discharge of Indenture
	 	 	73	 
	 	 	Section 10.13	 	Series 2006-1 Demand Notes
	 	 	74	 
	 	 	Section 10.14	 	Termination of Series Supplement
	 	 	74	 
	 	 	Section 10.15	 	Collateral Representations and Warranties of BTF
	 	 	74	 
	 	 	Section 10.16	 	No Waiver; Cumulative Remedies
	 	 	74	 
	 	 	Section 10.17	 	Waiver of Setoff
	 	 	75	 
	 	 	Section 10.18	 	Notices
	 	 	75	 
	 	 	Section 10.19	 	Collateral Covenants of the Trustee
	 	 	75	 






SCHEDULES




	 	 	 
	Schedule I

	 	CP Conduit Purchasers
	Schedule II

	 	Enhancement Percentages






EXHIBITS




	 	 	 
	Exhibit A:

	 	Form of Variable Funding Note
	Exhibit B:

	 	Form of Notice of Increase
	Exhibit C:

	 	Form of Lease Payment Deficit Notice
	Exhibit D:

	 	Form of Demand Notice
	Exhibit E:

	 	Form of Transfer Supplement
	Exhibit F:

	 	Form of Purchaser Group Supplement
	Exhibit G:

	 	Form of Series 2006-1 Demand Note
	Exhibit H:

	 	Form of Series 2006-1 Letter of Credit






iii









 





          SERIES 2006-1 SUPPLEMENT, dated as of May 11, 2006 (this “Series Supplement”), among
BUDGET TRUCK FUNDING, LLC, a special purpose limited liability company established under the laws
of Delaware (“BTF”), BUDGET TRUCK RENTAL, LLC, (“BTR”), a Delaware limited
liability company, as administrator (the “Administrator”), DEUTSCHE BANK SECURITIES, INC.
(“DBSI”), in its capacity as administrative agent for the CP Conduit Purchasers, the APA
Banks and the Funding Agents (the “Administrative Agent”), the several commercial paper
conduits listed on Schedule I and their respective permitted successors and assigns (the “CP
Conduit Purchasers”; each, individually, a “CP Conduit Purchaser”), the several banks
set forth opposite the name of each CP Conduit Purchaser on Schedule I and the other banks parties
hereto pursuant to Section 10.1 (each an “APA Bank” with respect to such CP Conduit
Purchaser), the agent bank set forth opposite the name of each CP Conduit Purchaser on Schedule I
and its permitted successor and assign (the “Funding Agent” with respect to such CP Conduit
Purchaser) and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as trustee
(together with its successors in trust thereunder as provided in the Base Indenture, the
“Trustee”), as agent for the benefit of the Series 2006-1 Noteholders (the “Series
2006-1 Agent”) and in its capacity as “securities intermediary” (as defined in Section 8-102 of
the New York UCC) and a “bank” (as defined in Section 9-102 of the New York UCC) (in such
capacities, the “Securities Intermediary”), to the Base Indenture, dated as of May 11, 2006,
between BTF and the Trustee.



PRELIMINARY STATEMENT




          WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among other things, that BTF and
the Trustee may at any time and from time to time enter into a supplement to the Base Indenture for
the purpose of authorizing the issuance of one or more Series of Notes;



          NOW, THEREFORE, the parties hereto agree as follows:



DESIGNATION




          There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this
Series Supplement and such Series of Notes shall be designated generally as Variable Funding Rental
Truck Asset Backed Notes, Series 2006-1.



          The proceeds from the initial sale of the Series 2006-1 Notes shall be deposited in the
Collection Account and shall be paid to BTF and used to pay a portion of the purchase price of the
BTF Trucks. The proceeds of any Increase shall be deposited in the Collection Account and shall be
releaser to BTF pursuant to Section 3.2(b).



ARTICLE I




DEFINITIONS




          (a) All capitalized terms not otherwise defined herein are defined in the Definitions List
attached to the Base Indenture as Schedule I thereto. All Article, Section or Subsection
references herein shall refer to Articles, Sections or Subsections of this Series Supplement,
except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise
requires or if such term is otherwise defined in the Base Indenture, each capitalized



 









 







term used or defined herein shall relate only to the Series 2006-1 Notes and not to any other
Series of Notes issued by BTF.



          (b) The following words and phrases shall have the following meanings with respect to the
Series 2006-1 Notes and the definitions of such terms are applicable to the singular as well as the
plural form of such terms and to the masculine as well as the feminine and neuter genders of such
terms:



          (c) The Required Enhancement Percentage and Required Liquid Enhancement Percentage for any
Truck as of any date shall be the enhancement percentage and liquid enhancement percentage
applicable to the make and model of such Truck and the month in the life of such Truck in which
such date falls, in each case, as set forth on Schedule II hereto.



          “10’ GMC Savana Percentage” means, as of any date of determination, the percentage
equivalent of a fraction the numerator of which is the Net Book Value of all Eligible Trucks that
are 10’ GMC Savana Trucks as of such date and the denominator of which is the Net Book Value of all
Eligible Trucks as of such date.



          “16’ GMC Savana Percentage” means, as of any date of determination, the percentage
equivalent of a fraction the numerator of which is the Net Book Value of all Eligible Trucks that
are 16’ GMC Savana Trucks as of such date and the denominator of which is the Net Book Value of all
Eligible Trucks as of such date.



          “16’ Ford E350 Percentage” means, as of any date of determination, the percentage
equivalent of a fraction the numerator of which is the Net Book Value of all Eligible Trucks that
are 16’ Ford E350 Trucks as of such date and the denominator of which is the Net Book Value of all
Eligible Trucks as of such date.



          “24’ GMC TC7500 Percentage” means, as of any date of determination, the percentage
equivalent of a fraction the numerator of which is the Net Book Value of all Eligible Trucks that
are 24’ GMC TC7500 Trucks as of such date and the denominator of which is the Net Book Value of all
Eligible Trucks as of such date.



          “24’ Int’l 4200 Percentage” means, as of any date of determination, the percentage
equivalent of a fraction the numerator of which is the Net Book Value of all Eligible Trucks that
are 24’ Int’l 4200 Trucks as of such date and the denominator of which is the Net Book Value of
all Eligible Trucks as of such date.



          “ABCR” means Avis Budget Car Rental, LLC, a Delaware corporation, and its successors,
acting in its capacity as Guarantor.



          “Accrued Amounts” means, as on any Distribution Date, the sum of (i) accrued and
unpaid interest on the Series 2006-1 Notes as of such Distribution Date and (ii) the product of (A)
the Series 2006-1 Percentage as of the beginning of the Series 2006-1 Interest Period ending on
such Distribution Date and (B) the sum of (1) the Monthly Administration Fee payable by BTF on such
Distribution Date, (2) the sum of all other accrued and unpaid Trustee’s fees and expenses payable
by BTF on such Distribution Date, (3) any Article VI Costs payable on such



2









 







Distribution Date and (4) any Carrying Charges (other than Carrying Charges provided for
above) payable on such Distribution Date.



          “Acquiring APA Bank” is defined in Section 10.1(c).



          “Acquiring Purchaser Group” is defined in Section 10.1(e).



          “Adjusted LIBO Rate” means, with respect to each day during each Eurodollar Period,
pertaining to a portion of the Purchaser Group Invested Amount with respect to any Purchaser Group
allocated to a Eurodollar Tranche, an interest rate per annum (rounded upwards, if necessary, to
the nearest 1/16th of 1%) equal to the LIBO Rate for such Eurodollar Period multiplied
by the Statutory Reserve Rate.



          “Administrative Agent” is defined in the recitals hereto.



          “Administrator” is defined in the recitals hereto.



          “Affected Party” means any CP Conduit Purchaser and any Program Support Provider with
respect to such CP Conduit Purchaser.



          “Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a)
the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime
Rate or the Federal Funds Effective Rate shall be effective from and including the effective day of
such change in the Prime Rate or the Federal Funds Effective Rate, respectively.



          “APA Bank” is defined in the recitals hereto.



          “APA Bank Funded Amount” means, with respect to any Purchaser Group for any day, the
excess, if any, of the Purchaser Group Invested Amount with respect to such Purchaser Group over
the CP Conduit Funded Amount for such day.



          “APA Bank Percentage” means, with respect to any APA Bank, the percentage set forth
opposite the name of such APA Bank on Schedule I.



          “Applicable Margin” is defined in the Fee Letter.



          “Article VI Costs” means any amounts due pursuant to Article VI.



          “Asset Purchase Agreement” means, with respect to any CP Conduit Purchaser, the asset
purchase agreement, liquidity agreement or other agreement among such CP Conduit Purchaser, the
Funding Agent with respect to such CP Conduit Purchaser and the APA Bank with respect to such CP
Conduit Purchaser, as amended, modified or supplemented from time to time.



          “Available APA Bank Funding Amount” means, with respect to any Purchaser Group for any
Business Day, the sum of (i) the portion of such Purchaser Group’s Commitment Percentage of the
Series 2006-1 Initial Invested Amount not to be funded by such Purchaser



3









 







Group by issuing Commercial Paper if such Business Day is the Series 2006-1 Closing Date, (ii)
the portion of the APA Bank Funded Amount with respect to such Purchaser Group not allocated to a
Eurodollar Tranche on such Business Day, (iii) the portion of the APA Bank Funded Amount with
respect to such Purchaser Group allocated to any Eurodollar Tranche the Eurodollar Period in
respect of which expires on such Business Day and (iv) the portion of such Purchaser Group’s
Purchaser Group Increase Amount for such Business Day not to be funded by such Purchaser Group by
issuing Commercial Paper.



          “Available CP Funding Amount” means, with respect to any Purchaser Group for any
Business Day, the sum of (i) the portion of such Purchaser Group’s Commitment Percentage of the
Series 2006-1 Initial Invested Amount to be funded by such Purchaser Group by issuing Commercial
Paper if such Business Day is the Series 2006-1 Closing Date, and (ii) the portion of such
Purchaser Group’s Purchaser Group Increase Amount for such Business Day to be funded by such
Purchaser Group by issuing Commercial Paper.



          “Benefited Purchaser Group” is defined in Section 10.3.



          “Board” means the Board of Governors of the Federal Reserve System or any successor
thereto.



          “BTR” is defined in the recitals hereto.



          “Business Day” means any day other than (a) a Saturday or a Sunday or (b) a day on
which banking institutions in New York, New York or the city in which the corporate trust office of
the Trustee is located are authorized or obligated by law or executive order to close.



          “Certificate of Lease Deficit Demand” means a certificate in the form of Annex
A to the Series 2006-1 Letters of Credit.



          “Certificate of Termination Date Demand” means a certificate in the form of Annex
D to the Series 2006-1 Letters of Credit.



          “Certificate of Termination Demand” means a certificate in the form of Annex C
to the Series 2006-1 Letters of Credit.



          “Certificate of Unpaid Demand Note Demand” means a certificate in the form of
Annex B to the Series 2006-1 Letters of Credit.



          “Change in Law” means (a) any law, rule or regulation or any change therein or in the
interpretation or application thereof (whether or not having the force of law), in each case,
adopted, issued or occurring after the Series 2006-1 Closing Date or (b) any request, guideline or
directive (whether or not having the force of law) from any government or political subdivision or
agency, authority, bureau, central bank, commission, department or instrumentality thereof, or any
court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not
part of government) which is responsible for the establishment or interpretation of national or
international accounting principles, in each case, whether foreign or domestic (each an
“Official Body”) charged with the administration, interpretation or application thereof, or
the compliance



4









 







with any request or directive of any Official Body (whether or not having the force of law)
made, issued or occurring after the Series 2006-1 Closing Date.



          “Claim” is defined in Section 2.7.



          “Commercial Paper” means, with respect to any CP Conduit Purchaser, the promissory
notes issued by, or for the benefit of, such CP Conduit Purchaser in the commercial paper market.



          “Commitment” means, with respect to the APA Banks included in any Purchaser Group, the
obligation of such APA Banks to purchase a Series 2006-1 Note on the Series 2006-1 Closing Date
and, thereafter, subject to certain conditions, increase the Purchaser Group Invested Amount with
respect to such Purchaser Group, in each case, in an amount up to the Maximum Purchaser Group
Invested Amount with respect to such Purchaser Group.



          “Commitment Fee” is defined in Section 2.6(e).



          “Commitment Fee Rate” is defined in the Fee Letter.



          “Commitment Percentage” means, on any date of determination, with respect to any
Purchaser Group, the ratio, expressed as a percentage, which such Purchaser Group’s Maximum
Purchaser Group Invested Amount bears to the Series 2006-1 Maximum Invested Amount on such date.



          “Company indemnified person” is defined in Section 2.7.



          “Conduit Assignee” means, with respect to any CP Conduit Purchaser, any commercial
paper conduit administered by the Funding Agent with respect to such CP Conduit Purchaser and
designated by such Funding Agent to accept an assignment from such CP Conduit Purchaser of the
Purchaser Group Invested Amount or a portion thereof with respect to such CP Conduit Purchaser
pursuant to Section 10.1(b).



          “CP Conduit Funded Amount” means, with respect to any Purchaser Group for any day, the
portion of the Purchaser Group Invested Amount with respect to such Purchaser Group funded by such
Purchaser Group through the issuance of Commercial Paper outstanding on such day.



          “CP Conduit Purchaser” is defined in the recitals hereto.



          “DBSI” is defined in the recitals hereto.



          “Decrease” is defined in Section 2.5.



          “Demand Note Preference Payment Amount” means, as of any day, (i) the aggregate amount
of all proceeds of demands made on the Series 2006-1 Demand Notes pursuant to Section 3.5(c)(iii)
or 3.5 (d)(ii) that were deposited into the Series 2006-1 Distribution Account and paid to the
Series 2006-1 Noteholders during the one-year period ending on such day; provided,
however, that if an Event of Bankruptcy (or the occurrence of an event described



5









 







in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days)
with respect to BRAC shall have occurred during such one-year period, the Demand Note Preference
Payment Amount as of such day shall equal the Demand Note Preference Payment Amount as if it were
calculated as of the date of such occurrence minus (ii) the aggregate amount withdrawn from
the Series 2006-1 Reserve Account or the Series 2006-1 Cash Collateral Account and paid to a
Funding Agent pursuant to Section 3.7(e) on account of a Preference Amount.



          “Disbursement” means any Lease Deficit Disbursement, any Unpaid Demand Note
Disbursement, any Termination Date Disbursement or any Termination Disbursement under a Series
2006-1 Letter of Credit, or any combination thereof, as the context may require.



          “Discount” means with respect to any CP Conduit Purchaser, the amount of interest or
discount to accrue on or in respect of the Commercial Paper issued by such CP Conduit Purchaser
allocated, in whole or in part, by the Funding Agent with respect to such CP Conduit Purchaser, to
fund the purchase or maintenance of the CP Conduit Funded Amount with respect to such CP Conduit
Purchaser (including, without limitation, any interest attributable to the commissions of placement
agents and dealers in respect of such Commercial Paper and any costs associated with funding small
or odd-lot amounts, to the extent that such commissions or costs are allocated, in whole or in
part, to such Commercial Paper by such Funding Agent).



          “Effective Date” is defined in Section 5.1.



          “Eligible Assignee” means a financial institution having short-term debt ratings of at
least A-1 from Standard & Poor’s and P-1 from Moody’s.



          “Eurodollar Period” means, with respect to any Eurodollar Tranche and any Purchaser
Group:




     (a) initially, the period commencing on the Series 2006-1 Closing Date, Increase Date
or a conversion date, as the case may be, with respect to such Eurodollar Tranche and ending
one month thereafter (or such other period which is acceptable to the Funding Agent with
respect to such Purchaser Group and which in no event will be less than 7 days); and




     (b) thereafter, each period commencing on the last day of the immediately preceding
Eurodollar Period applicable to such Eurodollar Tranche and ending one month thereafter (or
such other period which is acceptable to the Funding Agent with respect to such Purchaser
Group and which in no event will be less than 7 days);




provided that all Eurodollar Periods must end on the next Distribution Date and
all of the foregoing provisions relating to Eurodollar Periods are subject to the following:




     (i) if any Eurodollar Period would otherwise end on a day that is not a
Business Day, such Eurodollar Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such Eurodollar
Period into another calendar month, in which event such Eurodollar Period shall end
on the immediately preceding Business Day; and



6









 






     (ii) any Eurodollar Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Eurodollar Period) shall end on the last Business
Day of the calendar month at the end of such Eurodollar Period.



          “Eurodollar Tranche” means, with respect to any Purchaser Group, a portion of the APA
Bank Funded Amount with respect to such Purchaser Group allocated to a particular Eurodollar Period
and an Adjusted LIBO Rate determined by reference thereto.



          “Excluded Taxes” means, with respect to the Administrative Agent, any CP Conduit
Purchaser, any APA Bank, any Funding Agent, any Program Support Provider or any other recipient of
any payment to be made by or on account of any obligation of BTF hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of America or by any other
Governmental Authority, in each case, as a result of a present or former connection between the
United States of America or the jurisdiction of such Governmental Authority imposing such tax, as
the case may be, and the Administrative Agent, such CP Conduit Purchaser, such APA Bank, such
Funding Agent, such Program Support Provider or any other such recipient (except a connection
arising solely from the Administrative Agent’s, such CP Conduit Purchaser’s, such APA Bank’s, such
Program Support Provider’s or such recipient’s having executed, delivered or performed its
obligations hereunder, receiving a payment hereunder or enforcing the Series 2006-1 Notes) and (b)
any branch profits tax imposed by the United States of America or any similar tax imposed by any
other jurisdiction in which BTF is located (except any such branch profits or similar tax imposed
as a result of a connection with the United States of America or other jurisdiction as a result of
a connection arising solely from the Administrative Agent’s, such CP Conduit Purchaser’s, such APA
Bank’s, such Program Support Provider’s or such recipient’s having executed, delivered or performed
its obligations hereunder, receiving a payment hereunder or enforcing the Series 2006-1 Notes).



          “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day of such transactions received by
the Administrative Agent from three Federal funds brokers of recognized standing selected by it.



          “Fee Letter” means the letter dated the date hereof, from BTF addressed to the
Administrative Agent and each of the CP Conduit Purchasers, the Funding Agents and the APA Banks
setting forth certain fees payable from time to time to the Purchaser Groups, as such letter may be
amended or replaced from time to time.



          “Floating Tranche” means, with respect to any Purchaser Group, the portion of the APA
Bank Funded Amount with respect to such Purchaser Group not allocated to a Eurodollar Tranche.



          “Funding Agent” is defined in the recitals hereto.



7









 





          “Increase” is defined in Section 2.3(a).



          “Increase Amount” is defined in Section 2.3(a).



          “Increase Date” is defined in Section 2.3(a).



          “Indemnified Taxes” means Taxes other than Excluded Taxes.



          “Interest Rate Hedge Counterparty” means BTF’s counterparty under a Series 2006-1
Interest Rate Hedge.



          “Lease Deficit Disbursement” means an amount drawn under a Series 2006-1 Letter of
Credit pursuant to a Certificate of Lease Deficit Demand.



          “LIBO Rate” means, with respect to each day during each Eurodollar Period pertaining
to a Eurodollar Tranche, the rate appearing on Telerate Page 3750 of the Dow Jones Telerate Service
(or on any successor or substitute page of such service, providing rate quotations comparable to
those currently provided on such page of such service, as determined by the Administrative Agent
from time to time in accordance with its customary practices for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market) at approximately
11:00 a.m. (London time) on the second London Banking Day prior to the commencement of such
Eurodollar Period, as the rate for dollar deposits with a maturity comparable to the Eurodollar
Period applicable to such Eurodollar Tranche.



          “Liquid Enhancement Percentage” means, for any make and model Eligible Truck, as of
any date of determination, the “Liquid Enhancement Percentage” set forth on Schedule II for the age
(in months) for such Eligible Truck.



          “LOC Pro Rata Share” means, with respect to any Series 2006-1 Letter of Credit
Provider as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the
available amount under such Series 2006-1 Letter of Credit Provider’s Series 2006-1 Letter of
Credit as of such date by (B) an amount equal to the aggregate available amount under all Series
2006-1 Letters of Credit as of such date; provided that only for purposes of calculating
the LOC Pro Rata Share with respect to any Series 2006-1 Letter of Credit Provider as of any date,
if such Series 2006-1 Letter of Credit Provider has not complied with its obligation to pay the
Trustee the amount of any draw under its Series 2006-1 Letter of Credit made prior to such date,
the available amount under such Series 2006-1 Letter of Credit Provider’s Series 2006-1 Letter of
Credit as of such date shall be treated as reduced (for calculation purposes only) by the amount of
such unpaid demand and shall not be reinstated for purposes of such calculation unless and until
the date as of which such Series 2006-1 Letter of Credit Provider has paid such amount to the
Trustee and been reimbursed by the Lessee or ABCR, as the case may be, for such amount
(provided that the foregoing calculation shall not in any manner reduce the undersigned’s
actual liability in respect of any failure to pay any demand under its Series 2006-1 Letter of
Credit).



          “London Banking Day” means any business day on which dealings in deposits in United
States dollars are transacted in the London interbank market.



8









 





          “Maximum Purchaser Group Invested Amount” means, with respect to any Purchaser Group,
the amount set forth opposite the name of the CP Conduit Purchaser included in such Purchaser Group
on Schedule I.



          “Measurement Month” on any date, means, each calendar month, or the smallest number of
consecutive calendar months, in which (a) at least 100 BTF Trucks were sold or (b) at least one
twelfth of the aggregate Termination Value of the BTF Trucks leased under the BTF Lease as of the
last day of each such period were sold.



          “Measurement Month Average” means, with respect to any Measurement Month, the
percentage equivalent of a fraction, the numerator of which is the aggregate amount of Disposition
Proceeds of all BTF Trucks sold during such Measurement Month and the two Measurement Months
immediately preceding such Measurement Month, and the denominator of which is the aggregate
Termination Value of such BTF Trucks on the dates of their respective sales.



          “Monthly Funding Costs” means, with respect to each Series 2006-1 Interest Period and
any Purchaser Group, the sum of:




     (a) for each day during such Series 2006-1 Interest Period, with respect to a CP
Conduit Purchaser, the aggregate amount of Discount accruing on or otherwise in respect of
the Commercial Paper issued by, or for the benefit of, such CP Conduit Purchaser allocated,
in whole or in part, by the Funding Agent with respect to such CP Conduit Purchaser, to fund
the purchase or maintenance of the Funded Amount with respect to such CP Conduit Purchaser;
plus




     (b) for each day during such Series 2006-1 Interest Period, the sum of: (i) the product
of (A) the portion of the APA Bank Funded Amount with respect to such Purchaser Group
allocated to the Floating Tranche with respect to such Purchaser Group on such day
times (B) the Alternate Base Rate plus the Applicable Margin,
divided by (C) 365 (or 366, as the case may be) plus




     (ii) the product of (A) the portion of the APA Bank Funded Amount with respect to such
Purchaser Group allocated to Eurodollar Tranches with respect to such Purchaser Group on
such day times (B) the weighted average Adjusted LIBO Rate with respect to such
Eurodollar Tranches plus the Applicable Margin on such day in effect with respect
thereto divided by (C) 360; plus




     (c) for each day during such Series 2006-1 Interest Period, the product of (A) the CP
Conduit Funded Amount with respect to such Purchaser Group on such day times (B) the
Program Fee Rate per annum divided by (C) 360.



          “Monthly Principal Payment Amount” is defined in Section 3.5(a).



          “Moody’s” means Moody’s Investors Service.



9









 





          “OC Enhancement Percentage” means, for any make and model Eligible Truck, as of any
date of determination, the “OC Enhancement Percentage” set forth on Schedule II for the age (in
months) for such Eligible Truck.



          “Other Taxes” means any and all current or future stamp or documentary taxes or other
excise or property taxes, charges or similar levies arising from any payment made under this
Supplement, the Base Indenture, or any Related Documents or from the execution, delivery or
enforcement of, or otherwise with respect to, this Series Supplement, the Base Indenture or any
Related Document.



          “Outstanding” means, with respect to the Series 2006-1 Notes, the Series 2006-1
Invested Amount shall not have been reduced to zero and all accrued interest and other amounts
owing on the Series 2006-1 Notes and to the Administrative Agent, the Funding Agents, the CP
Conduit Purchasers and the APA Banks hereunder shall not have been paid in full.



          “Participants” is defined in Section 10.1(d).



          “Past Due Rent Payment” is defined in Section 3.2(c).



          “Preference Amount” means any amount previously distributed to a member or members of
a Purchaser Group on or relating to a Series 2006-1 Note that is recoverable or that has been
recovered as a voidable preference by the trustee in a bankruptcy proceeding of BRAC pursuant to
the United States Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance with a
final nonappealable order of a court having competent jurisdiction.



          “Pre-Preference Period Demand Note Payments” means, as of any date of determination,
the aggregate amount of all proceeds of demands made on the Series 2006-1 Demand Notes included in
the Series 2006-1 Demand Note Payment Amount as of the Series 2006-1 Letter of Credit Termination
Date that were paid by BRAC more than one year before such date of determination; provided,
however, that if an Event of Bankruptcy (or the occurrence of an event described in clause
(a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect
to BRAC occurs during such one-year period, (x) the Pre-Preference Period Demand Note Payments as
of any date during the period from and including the date of the occurrence of such Event of
Bankruptcy to and including the conclusion or dismissal of the proceedings giving rise to such
Event of Bankruptcy without continuing jurisdiction by the court in such proceedings shall equal
the Pre-Preference Period Demand Note Payments as of the date of such occurrence and (y) the
Pre-Preference Period Demand Note Payments as of any date after the conclusion or dismissal of such
proceedings shall equal the Series 2006-1 Demand Note Payment Amount as of the date of the
conclusion or dismissal of such proceedings.



          “Prime Rate” means the rate of interest per annum publicly announced from time to time
by Deutsche Bank, AG, New York Branch as its prime rate in effect at its principal office in New
York City; each change in the Prime Rate shall be effective from and including the date such change
is publicly announced as being effective.



          “Pro Rata Share” means, with respect to any Purchaser Group, on any date, the ratio,
expressed as a percentage, which the Purchaser Group Invested Amount with respect to



10









 







such Purchaser Group bears to the Series 2006-1 Invested Amount on such date; provided
that, for purposes of Section 3.5(e) and amounts payable to Series 2006-1 Termination Purchasers,
“Pro Rata Share” means the ratio, expressed as a percentage, which the principal amount of the
Series 2006-1 Notes held by each Series 2006-1 Terminating Purchaser bears to the principal amount
of the Series 2006-1 Notes held by all Series 2006-1 Terminating Purchasers.



          “Program Fee Rate” is defined in the Fee Letter.



          “Program Support Provider” means, with respect to any CP Conduit Purchaser, the APA
Bank with respect to such CP Conduit Purchaser and any other or additional Person now or hereafter
extending credit, or having a commitment to extend credit to or for the account of, or to make
purchases from, such CP Conduit Purchaser or issuing a letter of credit, surety bond or other
instrument to support any obligations arising under or in connection with such CP Conduit
Purchaser’s securitization program.



          “Purchaser Group” means, collectively, a CP Conduit Purchaser and the APA Banks with
respect to such CP Conduit Purchaser.



          “Purchaser Group Increase Amount” means, with respect to any Purchaser Group, for any
Business Day during the Series 2006-1 Revolving Period, such Purchaser Group’s Commitment
Percentage of the Increase Amount, if any, on such Business Day.



          “Purchaser Group Invested Amount” means, with respect to any Purchaser Group, (a) when
used with respect to the Series 2006-1 Closing Date, such Purchaser Group’s Commitment Percentage
of the Series 2006-1 Initial Invested Amount and (b) when used with respect to any other date, an
amount equal to (i) the Purchaser Group Invested Amount with respect to such Purchaser Group on the
immediately preceding Business plus (ii) the Purchaser Group Increase Amount with respect
to such Purchaser Group on such date minus (iii) the amount of principal payments made to
such Purchaser Group pursuant to Section 3.5(b) or (e) on such date plus (iv) the amount of
principal payments recovered from such Purchaser Group by a trustee as a preference payment in a
bankruptcy proceeding of ABCR or otherwise.



          “Purchaser Group Supplement” is defined in Section 10.1(e).



          “Qualified Interest Rate Hedge Counterparty” means a bank or other financial
institution, which has a short-term senior and unsecured debt rating of at least “A-1” and a
long-term senior and unsecured rating of at least “A”, in each case, from S&P and a short-term
senior and unsecured debt rating of “P-1” and a long-term senior and unsecured rating of at least
“A2”, in each case, from Moody’s.



          “Record Date” means, with respect to each Distribution Date, the immediately preceding
Business Day.



          “Required 10’ GMC Savana Enhancement Percentage” means, as of any date of
determination, the sum of (1) the Required 10’ GMC Savana Liquid Enhancement Percentage as of such
date and (2) the Required 10’ GMC Savana OC Enhancement Percentage as of such date.



11









 





          “Required 10’ GMC Savana Liquid Enhancement Percentage” means, as of any date of
determination, the sum, for each 10’ GMC Savana Truck that is an Eligible Truck as of such date, of
the percentage obtained by multiplying (i) the Liquid Enhancement Percentage for such 10’ GMC
Savana Truck as of such date and (ii) the percentage equivalent of a fraction the numerator of
which is the Net Book Value of such 10’ GMC Savana Truck as of such date and the denominator of
which is the Net Book Value of all Eligible Trucks that are 10’ GMC Savana Trucks as of such date.



          “Required 10’ GMC Savana OC Enhancement Percentage” means, as of any date of
determination, the sum, for each 10’ GMC Savana Truck that is an Eligible Truck as of such date, of
the percentage obtained by multiplying (i) the OC Enhancement Percentage for such 10’ GMC Savana
Truck as of such date and (ii) the percentage equivalent of a fraction the numerator of which is
the Net Book Value of such 10’ GMC Savana Truck as of such date and the denominator of which is the
Net Book Value of all Eligible Trucks that are 10’ GMC Savana Trucks as of such date.



          “Required 16’ GMC Savana Enhancement Percentage” means, as of any date of
determination, the sum of (1) the Required 16’ GMC Savana Liquid Enhancement Percentage as of such
date and (2) the Required 16’ GMC Savana OC Enhancement Percentage as of such date.



          “Required 16’ GMC Savana Liquid Enhancement Percentage” means, as of any date of
determination, the sum, for each 16’ GMC Savana Truck that is an Eligible Truck as of such date, of
the percentage obtained by multiplying (i) the Liquid Enhancement Percentage for such 16’ GMC
Savana Truck as of such date and (ii) the percentage equivalent of a fraction the numerator of
which is the Net Book Value of such 16’ GMC Savana Truck as of such date and the denominator of
which is the Net Book Value of all Eligible Trucks that are 16’ GMC Savana Trucks as of such date.



          “Required 16’ GMC Savana OC Enhancement Percentage” means, as of any date of
determination, the sum, for each 16’ GMC Savana Truck that is an Eligible Truck as of such date, of
the percentage obtained by multiplying (i) the OC Enhancement Percentage for such 16’ GMC Savana
Truck as of such date and (ii) the percentage equivalent of a fraction the numerator of which is
the Net Book Value of such 16’ GMC Savana Truck as of such date and the denominator of which is the
Net Book Value of all Eligible Trucks that are 16’ GMC Savana Trucks as of such date.



          “Required 16’ Ford E350 Enhancement Percentage” means, as of any date of
determination, the sum of (1) the Required 16’ Ford E350 Liquid Enhancement Percentage as of such
date and (2) the Required 16’ Ford E350 OC Enhancement Percentage as of such date.



          “Required 16’ Ford E350 Liquid Enhancement Percentage” means, as of any date of
determination, the sum, for each 16’ Ford E350 Truck that is an Eligible Truck as of such date, of
the percentage obtained by multiplying (i) the Liquid Enhancement Percentage for such 16’ Ford E350
Truck as of such date and (ii) the percentage equivalent of a fraction the numerator of which is
the Net Book Value of such 16’ Ford E350 Truck as of such date and the denominator of which is the
Net Book Value of all Eligible Trucks that are 16’ Ford E350 Trucks as of such date.



12









 





          “Required 16’ Ford E350 OC Enhancement Percentage” means, as of any date of
determination, the sum, for 16’ Ford E350 Truck that is an Eligible Truck as of such date, of the
percentage obtained by multiplying (i) the OC Enhancement Percentage for such 16’ Ford E350 Truck
as of such date and (ii) the percentage equivalent of a fraction the numerator of which is the Net
Book Value of such 16’ Ford E350 Truck as of such date and the denominator of which is the Net Book
Value of all Eligible Trucks that are 16’ Ford E350 Trucks as of such date.



          “Required 24’ GMC TC7500 Enhancement Percentage” means, as of any date of
determination, the sum of (1) the Required 24’ GMC TC7500 Liquid Enhancement Percentage as of such
date and (2) the Required 24’ GMC TC7500 OC Enhancement Percentage as of such date.



          “Required 24’ GMC TC7500 Liquid Enhancement Percentage” means, as of any date of
determination, the sum, for each 24’ GMC TC7500 Truck that is an Eligible Truck as of such date, of
the percentage obtained by multiplying (i) the Liquid Enhancement Percentage for such 24’ GMC
TC7500 Truck as of such date and (ii) the percentage equivalent of a fraction the numerator of
which is the Net Book Value of such 24’ GMC TC7500 Truck as of such date and the denominator of
which is the Net Book Value of all Eligible Trucks that are 24’ GMC TC7500 Trucks as of
such date.



          “Required 24’ GMC TC7500 OC Enhancement Percentage” means, as of any date of
determination, the sum, for each 24’ GMC TC7500 Truck that is an Eligible Truck as of such date, of
the percentage obtained by multiplying (i) the OC Enhancement Percentage for such 24’ GMC TC7500
Truck as of such date and (ii) the percentage equivalent of a fraction the numerator of which is
the Net Book Value of such 24’ GMC TC7500 Truck as of such date and the denominator of which is the
Net Book Value of all Eligible Trucks that are 24’ GMC TC7500 Trucks as of such date.



          “Required 24’ Int’l 4200 Enhancement Percentage” means, as of any date of
determination, the sum of (1) the Required 24’ Int’l 4200 Liquid Enhancement Percentage as of such
date and (2) the Required 24’ Int’l 4200 OC Enhancement Percentage as of such date.



          “Required 24’ Int’l 4200 Liquid Enhancement Percentage” means, as of any date of
determination, the sum, for each 24’ Int’l 4200 Truck that is an Eligible Truck as of such date, of
the percentage obtained by multiplying (i) the Liquid Enhancement Percentage for such 24’ Int’l
4200 Truck as of such date and (ii) the percentage equivalent of a fraction the numerator of which
is the Net Book Value of such 24’ Int’l 4200 Truck as of such date and the denominator of which is
the Net Book Value of all Eligible Trucks that are 24’ Int’l 4200 Trucks as of such date.



          “Required 24’ Int’l 4200 OC Enhancement Percentage” means, as of any date of
determination, the sum, for each 24’ Int’l 4200 Truck that is an Eligible Truck as of such date, of
the percentage obtained by multiplying (i) the OC Enhancement Percentage for such 24’ Int’l 4200
Truck as of such date and (ii) the percentage equivalent of a fraction the numerator of which is
the Net Book Value of such 24’ Int’l 4200 Truck as of such date and the denominator of which is the
Net Book Value of all Eligible Trucks that are 24’ Int’l 4200 Trucks as of such date.



13









 





          “Related Purchaser Group” means, with respect to any Funding Agent, the CP Conduit
Purchaser identified next to such Funding Agent on Schedule I and each APA Bank identified on
Schedule I next to such CP Conduit Purchaser.



          “Series Supplement” is defined in the recitals hereto.



          “Series 2006-1 Accrued Interest Account” is defined in Section 3.1(b).



          “Series 2006-1 Adjusted Required Enhancement Percentage” means, as of any date of
determination, the greater of (a) the Series 2006-1 Required Enhancement Percentage as of such date
and (b) the sum of (i) Series 2006-1 Required Enhancement Percentage as of such date plus
(ii) the highest, for any calendar month within the preceding twelve calendar months, of an amount
(not less than zero) equal to 100% minus the Measurement Month Average for the immediately
preceding Measurement Month.



          “Series 2006-1 Agent” is defined in the recitals hereto.



          “Series 2006-1 Available Cash Collateral Account Amount” means, as of any date of
determination, the amount on deposit in the Series 2006-1 Cash Collateral Account (after giving
effect to any deposits thereto and withdrawals and releases therefrom on such date).



          “Series 2006-1 Available Reserve Account Amount” means, as of any date determination,
the amount on deposit in the Series 2006-1 Reserve Account (after giving effect to any deposits
thereto and withdrawals and releases therefrom on such date).



          “Series 2006-1 Borrowing Base” means, as of any date of determination, the sum of (a)
the product of (i) the Borrowing Base and (ii) the Series 2006-1 Borrowing Base Percentage as of
such date and (b) the amount on deposit in the Series 2006-1 Principal Subaccount as of such date.



          “Series 2006-1 Borrowing Base Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the sum of the Series 2006-1
Invested Amount and the Series 2006-1 Required Overcollateralization Amount as of the end of the
immediately preceding Business Day and the denominator of which is the sum of the numerators used
to determine invested percentages for allocations with respect to Principal Collections (for all
Series of Notes and all classes of such Series of Notes).



          “Series 2006-1 Cash Collateral Account” is defined in Section 3.8(e).



          “Series 2006-1 Cash Collateral Account Collateral” is defined in Section 3.8(a).



          “Series 2006-1 Cash Collateral Account Surplus” means, with respect to any
Distribution Date, the lesser of (a) the Series 2006-1 Available Cash Collateral Account Amount and
(b) the lesser of (A) the excess, if any, of the Series 2006-1 Liquidity Amount (after giving
effect to any withdrawal from the Series 2006-1 Reserve Account on such Distribution Date) over the
Series 2006-1 Required Liquidity Amount on such Distribution Date and (B) the excess, if any, of
the Series 2006-1 Invested Amount over the Series 2006-1 Permitted Principal Amount (after giving
effect to any withdrawal from the Series 2006-1 Reserve Account on such



14









 







Distribution Date) on such Distribution Date; provided, however, that, on any
date after the Series 2006-1 Letter of Credit Termination Date, the Series 2006-1 Cash Collateral
Account Surplus shall mean the excess, if any, of (x) the Series 2006-1 Available Cash Collateral
Account Amount over (y) the Series 2006-1 Demand Note Payment Amount minus the
Pre-Preference Period Demand Note Payments as of such date.



          “Series 2006-1 Cash Collateral Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the Series 2006-1 Available Cash
Collateral Amount as of such date and the denominator of which is the Series 2006-1 Letter of
Credit Liquidity Amount as of such date.



          “Series 2006-1 Closing Date” is defined in Section 2.1(a).



          “Series 2006-1 Collateral” means the Collateral, each Series 2006-1 Letter of Credit,
each Series 2006-1 Demand Note, the Series 2006-1 Interest Rate Hedge Collateral, the Series 2006-1
Distribution Account Collateral, the Series 2006-1 Cash Collateral Account Collateral and the
Series 2006-1 Reserve Account Collateral.



          “Series 2006-1 Collection Account” is defined in Section 3.1(b).



          “Series 2006-1 Commitment Termination Date” means the Series 2006-1 Initial Commitment
Termination Date; provided that the Series 2006-1 Commitment Termination Date may be extended to
the 364th day (or, if the 364th day following a Series 2006-1 Commitment Termination
Date is not a Business Day, the immediately preceding Business Day) following each Series 2006-1
Commitment Termination Date upon the written agreement of the Series 2006-1 Required Noteholders.



          “Series 2006-1 Demand Note” means each demand note made by ABCR or BRAC, substantially
in the form of Exhibit G to this Series Supplement, as amended, modified or restated from
time to time.



          “Series 2006-1 Demand Note Payment Amount” means, as of the Series 2006-1 Letter of
Credit Termination Date, the aggregate amount of all proceeds of demands made on the Series 2006-1
Demand Notes pursuant to Section 3.5(c)(iii) or 3.5(d)(ii) that were deposited into the Series
2006-1 Distribution Account and paid to the Series 2006-1 Noteholders during the one-year period
ending on the Series 2006-1 Letter of Credit Termination Date; provided, however,
that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the
definition thereof, without the lapse of a period of 60 consecutive days) with respect to BRAC
shall have occurred during such one-year period, the Series 2006-1 Demand Note Payment Amount as of
the Series 2006-1 Letter of Credit Termination Date shall equal the Series 2006-1 Demand Note
Payment Amount as if it were calculated as of the date of such occurrence.



          “Series 2006-1 Deposit Date” is defined in Section 3.2.



          “Series 2006-1 Distribution Account” is defined in Section 3.9(a).



          “Series 2006-1 Distribution Account Collateral” is defined in Section 3.9(d).



15









 





          “Series 2006-1 Eligible Letter of Credit Provider” means a person satisfactory to ABCR
and the Administrative Agent and having, at the time of the issuance of the related Series 2006-1
Letter of Credit, a long-term senior unsecured debt rating of at least “A” from S&P and a
short-term senior unsecured debt rating of at least “A-1” from S&P and a long-term senior unsecured
debt rating of at least “A2” from Moody’s and a short-term senior unsecured debt rating of “P-1”
from Moody’s that is a commercial bank having total assets in excess of $500,000,000.



          “Series 2006-1 Enhancement” means the Series 2006-1 Cash Collateral Account
Collateral, the Series 2006-1 Letters of Credit, the Series 2006-1 Demand Notes and the Series
2006-1 Overcollateralization Amount and the Series 2006-1 Reserve Account Amount.



          “Series 2006-1 Enhancement Amount” means, as of any date of determination, the sum of
(i) the Series 2006-1 Overcollateralization Amount as of such date, (ii) the Series 2006-1 Letter
of Credit Amount as of such date and (iii) the Series 2006-1 Available Reserve Account Amount as of
such date.



          “Series 2006-1 Enhancement Deficiency” means, as of any date of determination, the
amount, if any, by which the Series 2006-1 Invested Amount as of such date exceeds the Series
2006-1 Permitted Principal Amount as of such date.



          “Series 2006-1 Excess Borrowing Base Amount” means, as of any date of determination
during the Series 2006-1 Revolving Period, the excess, if any, of the Series 2006-1 Permitted
Principal Amount as of such date over the Series 2006-1 Invested Amount as of such date.



          “Series 2006-1 Initial Invested Amount” is defined in Section 2.3(a).



          “Series 2006-1 Initial Commitment Termination Date” means May 10, 2007.



          “Series 2006-1 Interest Period” means a period commencing on and including a
Distribution Date and ending on and including the day preceding the next succeeding Distribution
Date; provided, however, that the initial Series 2006-1 Interest Period shall
commence on and include the Series 2006-1 Closing Date and end on and include May 21, 2006.



          “Series 2006-1 Interest Rate Hedge” has the meaning specified in Section 3.11(a).



          “Series 2006-1 Interest Rate Hedge Collateral” has the meaning specified in Section
3.11(d).



          “Series 2006-1 Interest Rate Hedge Payments” means the amounts payable by BTF to an
Interest Rate Hedge Counterparty from time to time in respect of a Series 2006-1 Interest Rate
Hedge.



          “Series 2006-1 Interest Rate Hedge Proceeds” means the amounts received by the Trustee
from an Interest Rate Hedge Counterparty from time to time in respect of a Series 2006-1 Interest
Rate Hedge (including amounts received from a guarantor or from collateral).



16









 





          “Series 2006-1 Invested Amount” means on any date of determination, the sum of the
Purchaser Group Invested Amounts with respect to each of the Purchaser Groups on such date.



          “Series 2006-1 Invested Percentage” means as of any date of determination:




     (a) when used with respect to Principal Collections, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction the numerator of which shall be equal to
the sum of the Series 2006-1 Invested Amount and the Series 2006-1 Required
Overcollateralization Amount, as of the immediately preceding Business Day, and the
denominator of which shall be the greater as of the end of the immediately preceding
Business Day of (x) the Borrowing Base and (y) the sum of the numerators used to determine
invested percentages for allocations with respect to Principal Collections (for all Series
of Notes and all classes of such Series of Notes); and




     (b) when used with respect to Interest Collections, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction the numerator of which shall be the
Accrued Amounts with respect to the Series 2006-1 Notes on such date of determination, and
the denominator of which shall be the aggregate Accrued Amounts with respect to all Series
of Notes on such date of determination.



          “Series 2006-1 Lease Interest Payment Deficit” means on any Distribution Date an
amount equal to the excess, if any, of (a) the aggregate amount of Interest Collections which
pursuant to Section 3.2(a) would have been allocated to the Series 2006-1 Accrued Interest Account
if all payments of Monthly Base Rent required to have been made under the Leases from and excluding
the preceding Distribution Date to and including such Distribution Date were made in full over (b)
the aggregate amount of Interest Collections which pursuant to Section 3.2(a) have been allocated
to the Series 2006-1 Accrued Interest Account (excluding any amounts paid into the Series 2006-1
Accrued Interest Account pursuant to the proviso in Section 3.2(a)(ii)) from and excluding the
preceding Distribution Date to and including such Distribution Date.



          “Series 2006-1 Lease Payment Deficit” means either a Series 2006-1 Lease Interest
Payment Deficit or a Series 2006-1 Lease Principal Payment Deficit.



          “Series 2006-1 Lease Principal Payment Carryover Deficit” means (a) for the initial
Distribution Date, zero and (b) for any other Distribution Date, the excess of (x) the Series
2006-1 Lease Principal Payment Deficit, if any, on the preceding Distribution Date over (y)
the amount deposited in the Distribution Account on such preceding Distribution Date pursuant to
Section 3.5(c)(i) and (ii) of this Series Supplement on account of such Series 2006-1 Lease
Principal Payment Deficit.



          “Series 2006-1 Lease Principal Payment Deficit” means on any Distribution Date the sum
of (a) the Series 2006-1 Monthly Lease Principal Payment Deficit for such Distribution Date and (b)
the Series 2006-1 Lease Principal Payment Carryover Deficit for such Distribution Date.



17









 





          “Series 2006-1 Letter of Credit” means an irrevocable letter of credit, if any,
substantially in the form of Exhibit I to this Series Supplement issued by a Series 2006-1
Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2006-1
Noteholders.



          “Series 2006-1 Letter of Credit Amount” means, as of any date of determination, the
lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under each
Series 2006-1 Letter of Credit, as specified therein, and (ii) if the Series 2006-1 Cash Collateral
Account has been established and funded pursuant to Section 3.8, the Series 2006-1 Available Cash
Collateral Account Amount on such date and (b) the aggregate outstanding principal amount of the
Series 2006-1 Demand Notes on such date.



          “Series 2006-1 Letter of Credit Expiration Date” means, with respect to any Series
2006-1 Letter of Credit, the expiration date set forth in such Series 2006-1 Letter of Credit, as
such date may be extended in accordance with the terms of such Series 2006-1 Letter of Credit.



          “Series 2006-1 Letter of Credit Liquidity Amount” means, as of any date of
determination, the sum of (a) the aggregate amount available to be drawn on such date under each
Series 2006-1 Letter of Credit, as specified therein, and (b) if the Series 2006-1 Cash Collateral
Account has been established and funded pursuant to Section 3.8 of this Series Supplement, the
Series 2006-1 Available Cash Collateral Account Amount on such date.



          “Series 2006-1 Letter of Credit Provider” means the issuer of a Series 2006-1 Letter
of Credit.



          “Series 2006-1 Letter of Credit Termination Date” means the first to occur of (a) the
date on which the Series 2006-1 Notes are fully paid and (b) the Series 2006-1 Termination Date.



          “Series 2006-1 Limited Liquidation Event of Default” means, so long as such event or
condition continues, any event or condition of the type specified in clauses (a) through (m) of
Article IV.



          “Series 2006-1 Liquidity Amount” means, as of any date of determination, the sum of
(a) the Series 2006-1 Letter of Credit Liquidity Amount on such date and (b) the Series 2006-1
Available Reserve Account Amount on such date.



          “Series 2006-1 Maximum Invested Amount” means the sum of the Maximum Purchaser Group
Invested Amounts with respect to each of the Purchaser Groups.



          “Series 2006-1 Monthly Interest” means, with respect to any Series 2006-1 Interest
Period, an amount equal to the product of (a) the average daily Series 2006-1 Invested Amount
during such Series 2006-1 Interest Period, (b) the Series 2006-1 Note Rate for such Series 2006-1
Interest Period and (c) the number of days in such Series 2006-1 Interest Rate Period divided by
360.



          “Series 2006-1 Monthly Lease Principal Payment Deficit” means on any Distribution Date
an amount equal to the excess, if any, of (a) the aggregate amount of Principal



18









 







Collections which pursuant to Section 3.2(a) would have been allocated to the Series 2006-1
Collection Account if all payments required to have been made under the Leases from and excluding
the preceding Distribution Date to and including such Distribution Date were made in full over (b)
the aggregate amount of Principal Collections which pursuant to Section 3.2(a) have been allocated
to the Series 2006-1 Collection Account (without giving effect to any amounts paid into the Series
2006-1 Accrued Interest Account pursuant to the proviso in Section 3.2(a)(ii)) from and excluding
the preceding Distribution Date to and including such Distribution Date.



          “Series 2006-1 Note” means any one of the Series 2006-1 Variable Funding Rental Truck
Asset Backed Notes, executed by BTF and authenticated and delivered by or on behalf of the Trustee,
substantially in the form of Exhibit A.



          “Series 2006-1 Note Rate” means for any Series 2006-1 Interest Period, the interest
rate equal to the product of (a) the percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Monthly Funding Costs with respect to each Purchaser Group for such Series
2006-1 Interest Period and the denominator of which is equal to the average daily Series 2006-1
Invested Amount during such Series 2006-1 Interest Period and (b) a fraction, the numerator of
which is 360 and the denominator of which is the number of days in such Series 2006-1 Interest
Period; provided, however, that the Series 2006-1 Note Rate will in no event be
higher than the maximum rate permitted by applicable law.



          “Series 2006-1 Noteholder” means a Person in whose name a Series 2006-1 Note is
registered in the Note Register.



          “Series 2006-1 Overcollateralization Amount” means, as of any date of determination,
the Series 2006-1 Required Overcollateralization Amount as of such date.



          “Series 2006-1 Partial Commitment Termination” means that the Commitment of an APA
Bank included in a Purchaser Group is not extended on or before the 30th day preceding a
Series 2006-1 Commitment Termination Date and such Commitment is not assumed by another APA Bank in
accordance with Section 2.10 on or before the applicable Series 2006-1 Commitment Termination Date.



          “Series 2006-1 Partial Commitment Termination Percentage” means, with respect to any
Series 2006-1 Partial Commitment Termination, the percentage equivalent of a fraction the numerator
of which is the aggregate Commitment of the applicable Series 2006-1 Terminating Purchasers and the
denominator of which is the aggregate Commitments of all APA Banks, prior to giving effect to such
Series 2006-1 Partial Commitment Termination.



          “Series 2006-1 Past Due Rent Payment” is defined in Section 3.2(c).



          “Series 2006-1 Percentage” means, as of any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Series 2006-1 Invested Amount as of such
date and the denominator of which is the sum of the Invested Amount of each Series of Notes
outstanding as of such date.



19









 





          “Series 2006-1 Permitted Principal Amount” means, as of any date of determination, the
excess of (a) the sum of (i) the Series 2006-1 Borrowing Base as of such date, plus (ii)
the Series 2006-1 Letter of Credit Amount as of such date plus (iii) the Series 2006-1
Available Reserve Account Amount as of such date over (b) the Series 2006-1 Required Enhancement
Amount as of such date.



          “Series 2006-1 Principal Deficit Amount” means, as of any date of determination, the
excess, if any, of (a) the Series 2006-1 Invested Amount as of such date over (b) the excess of the
Series 2006-1 Borrowing Base over the Series 2006-1 Required Overcollateralization Amount as of
such date.



          “Series 2006-1 Principal Subaccount” is defined in Section 3.1(b).



          “Series 2006-1 Reimbursement Agreement” means any and each agreement providing for the
reimbursement of a Series 2006-1 Letter of Credit Provider for draws under its Series 2006-1 Letter
of Credit as the same may be amended, supplemented, restated or otherwise modified from time to
time.



          “Series 2006-1 Required Borrowing Base” means, as of any date of determination, the
sum of (a) the Series 2006-1 Required Overcollateralization Amount as of such date and (b) the
Series 2006-1 Invested Amount as of such date.



          “Series 2006-1 Required Enhancement Amount” means, as of any date of determination,
the product of (a) the Series 2006-1 Adjusted Required Enhancement Percentage as of such date and
(b) the Series 2006-1 Borrowing Base as of such date minus the aggregate amount of cash and
Permitted Investments on deposit in the Series 2006-1 Principal Subaccount Account as of such date.



          “Series 2006-1 Required Enhancement Percentage” means, as of any date of
determination, the sum of (a) the product of (i) the 10’ GMC Savana Percentage as of such date
times (ii) the Required 10’ GMC Savana Enhancement Percentage as of such date plus
(b) the product of (i) the 16’ GMC Savana Percentage as of such date times (ii) the
Required 16’ GMC Savana Enhancement Percentage as of such date plus (c) the product of (i)
the 24’ GMC TC7500 Percentage as of such date times (ii) the Required 24’ GMC TC7500
Enhancement Percentage as of such date plus (d) the product of (i) the 16’ Ford E350
Percentage as of such date times (ii) the Required 16’ Ford E350 Enhancement Percentage as
of such date plus (e) the product of (i) the 24’ Int’l 4200 Percentage as of such date
times (i) the Required 24’ Int’l 4200 Enhancement Percentage as of such date.



          “Series 2006-1 Required Liquid Enhancement Percentage” means, as of any date of
determination, the sum of (a) the product of (i) the 10’ GMC Savana Percentage as of such date
times (ii) the Required 10’ GMC Savana Liquid Enhancement Percentage as of such date
plus (b) the product of (i) the 16’ GMC Savana Percentage as of such date times
(ii) the Required 16’ GMC Savana Liquid Enhancement Percentage as of such date plus (c) the
product of (i) the 24’ GMC TC7500 Percentage as of such date times (ii) the Required 24’
GMC TC7500 Liquid Enhancement Percentage as of such date plus (d) the product of (i) the
16’ Ford E350 Percentage as of such date times (ii) the Required 16’ Ford E350 Liquid
Enhancement Percentage as of such



20









 







date plus (e) the product of (i) the 24’ Int’l 4200 Percentage as of such date
times (ii) the Required 24’ Int’l 4200 Liquid Enhancement Percentage as of such date.



          “Series 2006-1 Required Liquidity Amount” means, as of any date of determination, the
product of (a) the Series 2006-1 Required Liquid Enhancement Percentage and (b) the Series 2006-1
Borrowing Base as of such date minus the aggregate amount of Permitted Investments on deposit in
the Series 2006-1 Principal Subaccount as of such date.



          “Series 2006-1 Required Noteholders” means Purchaser Groups having Purchaser Group
Invested Amounts, in the aggregate, exceeding 50% of the Series 2006-1 Invested Amount.



          “Series 2006-1 Required Overcollateralization Amount” means, as of any date of
determination, the excess of (a) the Series 2006-1 Required Enhancement Amount as of such date over
(b) the sum of (i) the Series 2006-1 Letter of Credit Amount as of such date, (ii) the Series
2006-1 Available Reserve Account Amount as of such date.



          “Series 2006-1 Required Reserve Account Amount” means, with respect to any
Distribution Date, an amount equal to the sum of (a) the greater of (i) the excess, if any, of the
Series 2006-1 Required Liquidity Amount on such Distribution Date over the Series 2006-1 Liquidity
Amount on such Distribution Date (excluding therefrom the Series 2006-1 Available Reserve Account
Amount) and (ii) the excess, if any, of the Series 2006-1 Invested Amount over the Series 2006-1
Permitted Principal Amount on such Distribution Date (excluding therefrom the Series 2006-1
Available Reserve Account Amount) plus (b) the Demand Note Preference Payment Amount.



          “Series 2006-1 Reserve Account” is defined in Section 3.7(a).



          “Series 2006-1 Reserve Account Collateral” is defined in Section 3.7(d).



          “Series 2006-1 Reserve Account Surplus” means, with respect to any Distribution Date,
the excess, if any, of the Series 2006-1 Available Reserve Account Amount over the Series 2006-1
Required Reserve Account Amount on such Distribution Date.



          “Series 2006-1 Revolving Period” means the period from and including the Series 2006-1
Closing Date to the earlier to occur of (a) the Series 2006-1 Termination Date, and (b) the close
of business on the Business Day immediately preceding the day on which an Amortization Event is
deemed to have occurred or been declared with respect to the Series 2006-1 Notes.



          “Series 2006-1 Shortfall” is defined in Section 3.3(f).



          “Series 2006-1 Terminating Purchaser” means, in the event of a Series 2006-1 Partial
Commitment Termination, each APA Bank that is not extending its commitment and the related CP
Conduit Purchaser collectively.



          “Series 2006-1 Termination Date” means, the date that is the third anniversary of the
Series 2006-1 Commitment Termination Date, as the same may be extended from time to time.



21









 





          “Series 2006-1 Unpaid Demand Amount” means, with respect to any single draw pursuant
to Section 3.5(c) or (d) on the Series 2006-1 Letters of Credit, the aggregate amount drawn by the
Trustee on all Series 2006-1 Letters of Credit.



          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate
of the maximum reserve percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal (rounded up to the nearest 1/100th of 1%) established by the Board
with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as
“Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include
those imposed pursuant to Regulation D. Eurodollar Tranches shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit
for proration, exemptions or offsets that may be available from time to time under such Regulation
D or comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in the reserve percentage.



          “Structuring Fee” is defined in the Fee Letter.



          “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.



          “Termination Date Disbursement” means an amount drawn under a Series 2006-1 Letter of
Credit pursuant to a Certificate of Termination Date Demand.



          “Termination Disbursement” means an amount drawn under a Series 2006-1 Letter of
Credit pursuant to a Certificate of Termination Demand.



          “Transfer Supplement” is defined in Section 10.1(c).



          “Transferee” is defined in Section 10.1(f).



          “Trustee” is defined in the recitals hereto.



          “Unpaid Demand Note Disbursement” means an amount drawn under a Series 2006-1 Letter
of Credit pursuant to a Certificate of Unpaid Demand Note Demand.



          “Voting Stock” of any Person means the common stock or membership interests of such
Person and any other security of, or ownership interest in, such Person having ordinary voting
power to elect a majority of the board of directors or a majority of the managers (or other Persons
serving similar functions) of such Person.



ARTICLE II




PURCHASE AND SALE OF SERIES 2006-1 NOTES;

INCREASES AND DECREASES OF SERIES 2006-1 INVESTED AMOUNT




          Section 2.1 Purchases of the Series 2006-1 Notes.



22









 





          (a) Series 2006-1 Closing Date. Subject to the terms and conditions of this Series
Supplement, including delivery of notice in accordance with Section 2.3, (i) each CP Conduit
Purchaser may, in its sole discretion, purchase a Series 2006-1 Note in an amount equal to all or a
portion of its Commitment Percentage of the Series 2006-1 Initial Invested Amount on any Business
Day specified by BTF in such notice provided pursuant to Section 2.3 (the “Series 2006-1
Closing Date”) and if such CP Conduit Purchaser shall have notified the Administrative Agent
and the Funding Agent with respect to such CP Conduit Purchaser that it has elected not to fund a
Series 2006-1 Note in an amount equal to its Commitment Percentage of the Series 2006-1 Initial
Invested Amount on the Series 2006-1 Closing Date, each APA Bank with respect to such CP Conduit
Purchaser shall fund on the Series 2006-1 Closing Date its APA Bank Percentage of that portion of
such Series 2006-1 Note not to be funded by such CP Conduit Purchaser and (ii) thereafter, (A) if a
CP Conduit Purchaser shall have purchased a Series 2006-1 Note on the Series 2006-1 Closing Date,
such CP Conduit Purchaser may, in its sole discretion, increase the outstanding principal amount of
its Series 2006-1 Note during the Series 2006-1 Revolving Period in accordance with the provisions
of this Series Supplement and (B) the APA Banks with respect to such CP Conduit Purchaser shall
increase their respective APA Bank Percentages of the outstanding principal amount of the Series
2006-1 Note with respect to such Purchaser Group during the Series 2006-1 Revolving Period in
accordance with the provisions of this Series Supplement. Payments by each CP Conduit Purchaser
and/or the APA Banks with respect to such CP Conduit Purchaser shall be made in immediately
available funds on the Series 2006-1 Closing Date to the Funding Agent with respect to such CP
Conduit Purchaser for remittance to the Trust for deposit into the Series 2006-1 Collection
Account.



          (b) Form of Series 2006-1 Notes. The Series 2006-1 Notes shall be issued in fully
registered form without interest coupons, substantially in the form set forth in Exhibit A
hereto.



          Section 2.2 Delivery.



          (a) On the Series 2006-1 Closing Date, BTF shall sign and shall direct the Trustee in writing
pursuant to Section 2.2 of the Base Indenture to duly authenticate, and the Trustee, upon receiving
such direction, shall so authenticate a Series 2006-1 Note in the name of the Funding Agent with
respect to each Purchaser Group in an amount equal to the Maximum Purchaser Group Invested Amount
with respect to such Purchaser Group and deliver such Series 2006-1 Note to such Funding Agent in
accordance with such written directions.



          (b) The Administrative Agent shall maintain a record of the actual Purchaser Group Invested
Amount outstanding with respect to each Purchaser Group and the actual Series 2006-1 Invested
Amount outstanding on any date of determination, which, absent manifest error, shall constitute
prima facie evidence of the outstanding Purchaser Group Invested Amounts and
outstanding Series 2006-1 Invested Amount from time to time. Upon a written request from the
Trustee, the Administrative Agent shall provide in writing the identity of the Purchaser Groups,
the related Funding Agents, the Purchaser Group Invested Amount for each Purchaser Group and
the Pro Rata Share with respect to such Purchaser Group to the Trustee.



          Section 2.3 Procedure for Issuance of the Series 2006-1 Initial Invested Amount and for
Increasing the Series 2006-1 Invested Amount.



23









 





          (a) Subject to Section 2.3(c), (i) on the Series 2006-1 Closing Date, each CP Conduit
Purchaser may agree, in its sole discretion, to purchase, and the APA Banks with respect to such CP
Conduit Purchaser shall purchase, a Series 2006-1 Note in accordance with Section 2.1; and (ii) on
any Business Day during the Series 2006-1 Revolving Period, each CP Conduit Purchaser may agree, in
its sole discretion, and each APA Bank with respect to such CP Conduit Purchaser hereby agrees that
the Purchaser Group Invested Amount with respect to such Purchaser Group may be increased by an
amount equal to its APA Bank Percentage of the Commitment Percentage with respect to such Purchaser
Group of the Increase Amount (an “Increase”), upon the request of BTF (each date upon which
an Increase occurs hereunder being referred to as the “Increase Date” applicable to such
Increase); provided, however, that BTF shall have given the Administrative Agent
(with a copy to the Trustee) irrevocable written notice (effective upon receipt), by telecopy
(receipt confirmed), substantially in the form of Exhibit B hereto, of such request no
later than 3:00 p.m. (New York City time) on the second Business Day prior to the Series 2006-1
Closing Date or such Increase Date, as the case may be. Such notice shall state (x) the Series
2006-1 Closing Date or the Increase Date, as the case may be, and (y) the initial aggregate
principal amount of the Series 2006-1 (the “Series 2006-1 Initial Invested Amount”) or the
proposed amount of the Increase (an “Increase Amount”), as the case may be.



          (b) If a CP Conduit Purchaser elects not to fund the full amount of its Commitment Percentage
of the Series 2006-1 Initial Invested Amount or a requested Increase, such CP Conduit Purchaser
shall notify the Administrative Agent and the Funding Agent with respect to such CP Conduit
Purchaser, and each APA Bank with respect to such CP Conduit Purchaser shall fund its APA Bank
Percentage of the portion of the Commitment Percentage with respect to such Purchaser Group of the
Series 2006-1 Initial Invested Amount or such Increase, as the case may be, not funded by such CP
Conduit Purchaser.



          (c) No Purchaser Group shall be required to make the initial purchase of a Series 2006-1 Note
on the Series 2006-1 Closing Date or to increase its Purchaser Group Invested Amount on any
Increase Date hereunder unless:




     (i) such Purchaser Group’s Commitment Percentage of the Series 2006-1 Initial Invested
Amount or such Increase Amount is equal to (A) $1,000,000 or an integral multiple of
$100,000 in excess thereof or (B) if less, the excess of the Maximum Purchaser Group
Invested Amount with respect to such Purchaser Group over the Purchaser Group Invested
Amount with respect to such Purchaser Group;




     (ii) after giving effect to the initial purchase of the Series 2006-1 Notes or such
Increase, as the case may be, (A) the Purchaser Group Invested Amount with respect
to such Purchaser Group would not exceed the Maximum Purchaser Group Invested Amount
with respect to such Purchaser Group and (B) the Series 2006-1 Invested Amount would not
exceed the Series 2006-1 Maximum Invested Amount;




     (iii) after giving effect to the initial purchase of the Series 2006-1 Notes or such
Increase, as the case may be, no Series 2006-1 Enhancement Deficiency would occur and be
continuing;



24









 






     (iv) no Amortization Event with respect to the Series 2006-1 Notes or Potential
Amortization Event with respect to the Series 2006-1 Notes would occur and be continuing
prior to or after giving effect to the issuance of the Series 2006-1 Notes or such Increase,
as the case may be;




     (v) in the case of an Increase, the Increase Amount shall not be greater than the
Series 2006-1 Excess Borrowing Base as of such date; and




     (vi) all of the representations and warranties made by each of BTF, the Lessee, the
Guarantor and the Administrator in the Base Indenture, this Series Supplement and the
Related Documents to which each is a party are true and correct on and as of the Series
2006-1 Closing Date or such Increase Date, as the case may be, as if made on and as of such
date (except to the extent such representations and warranties are expressly made as of
another date).


BTF’s acceptance of funds in connection with (x) the initial purchase of Series 2006-1 Notes on the
Series 2006-1 Closing Date and (y) each Increase occurring on any Increase Date shall constitute a
representation and warranty by BTF to the Purchaser Groups as of the Series 2006-1 Closing Date or
such Increase Date (except to the extent such representations and warranties are expressly made as
of another date), as the case may be, that all of the conditions contained in this Section 2.3(c)
have been satisfied.




          (d) Upon receipt of any notice required by Section 2.3(a) from BTF, the Administrative Agent
shall forward (by telecopy or electronic messaging system) a copy of such notice to the Funding
Agent with respect to each Purchaser Group, no later than 5:00 p.m. (New York City time) on the day
received. After receipt by any Funding Agent with respect to a Purchaser Group of such notice from
the Administrative Agent, such Funding Agent shall, so long as the conditions set forth in Sections
2.3(a) and (c) are satisfied, promptly provide telephonic notice to the related CP Conduit
Purchaser and the related APA Banks of the Series 2006-1 Closing Date or Increase Date, as the case
may be, and of such Purchaser Group’s Commitment Percentage of the Series 2006-1 Initial Invested
Amount or such Increase Amount, as the case may be. If such CP Conduit Purchaser elects to fund
all or a portion of its Commitment Percentage of the Series 2006-1 Initial Invested Amount or
Increase Amount, such CP Conduit Purchaser shall pay in immediately available funds its Commitment
Percentage (or any portion thereof) of the amount of the Series 2006-1 Initial Invested Amount or
such Increase on the Series 2006-1 Closing Date or such Increase Date, as the case may be, to the
Funding Agent with respect to such Purchaser Group for deposit into the Series 2006-1 Collection
Account. If such CP Conduit Purchaser does not fund the full amount of its Commitment Percentage
of the Series 2006-1 Initial Invested Amount or the Increase Amount, as the case may
be, and the related APA Banks are required to fund the portion thereof not funded by the CP
Conduit Purchaser, each such APA Bank shall pay in immediately available funds its APA Bank
Percentage of such portion on the Series 2006-1 Closing Date or such Increase Date to the Funding
Agent with respect to such Purchaser Group for deposit in the Series 2006-1 Collection Account.
Each Funding Agent shall remit the amounts received by it from its CP Conduit Purchaser or the
related APA Banks pursuant to this Section 2.3(d) to the Trustee for deposit into the Series 2006-1
Collection Account.



25









 





          Section 2.4 Sales by CP Conduit Purchasers of Series 2006-1 Notes to APA Banks.
Notwithstanding any limitation to the contrary contained herein, each CP Conduit Purchaser may, in
its own discretion, at any time, sell or assign all or any portion of its interest in its Series
2006-1 Note to any Conduit Assignee or to the APA Banks with respect to such CP Conduit Purchaser
pursuant to, and subject to the terms and conditions of the Asset Purchase Agreement with respect
to such CP Conduit Purchaser or otherwise.



          Section 2.5 Procedure for Decreasing the Series 2006-1 Invested Amount. On any
Business Day prior to the occurrence of an Amortization Event with respect to the Series 2006-1
Notes, upon the written request of BTF or the Administrator on behalf of BTF, the Series 2006-1
Invested Amount may be reduced (a “Decrease”) by the Trustee’s withdrawing from the Series
2006-1 Principal Subaccount, depositing into the Series 2006-1 Distribution Account and
distributing to the Administrative Agent funds on deposit in the Series 2006-1 Principal Subaccount
on such day in accordance with Section 3.5(b) in an amount not to exceed the amount of such funds
on deposit on such day; provided that (i) BTF shall have given the Administrative Agent
(with a copy to the Trustee) irrevocable written notice (effective upon receipt) of the amount of
such Decrease prior to 9:30 a.m. (New York City time) on the second Business Day prior to such
Decrease, in the case of any such Decrease in an amount less than $100,000,000, and prior to 9:30
a.m. (New York City time) on a Business Day that is at least ten days prior to such Decrease, in
the case of any such Decrease in an amount of $100,000,000 or more; and (ii) any such Decrease
shall be in an amount equal to $5,000,000 and integral multiples of $250,000 in excess thereof (or,
if such Decrease will be used to reduce the Series 2006-1 Invested Amount to zero, such Decrease
may be in such amount as is necessary to reduce the Series 2006-1 Invested Amounts to zero). Upon
each Decrease, the Administrative Agent shall indicate in its records such Decrease and the
Purchaser Group Invested Amount outstanding with respect to each Purchaser Group after giving
effect to such Decrease. Upon receipt of any notice required by Section 2.5 from BTF, the
Administrative Agent shall forward (by telecopy or electronic messaging system) a copy of such
notice to the Funding Agent with respect to each Purchaser Group, no later than 1:00 p.m. (New
York City time) on the day received.



          Section 2.6 Interest; Fees.



          (a) Interest shall be payable on the Series 2006-1 Notes on each Distribution Date pursuant to
Section 3.3.



          (b) On any Business Day, BTF may, subject to Sections 2.6(c) and 6.4, elect to allocate all or
any portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to one or
more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the
Administrative Agent and the Funding Agent with respect to such Purchaser Group irrevocable written
or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding
Agent prior to 1:00 p.m. (New York City time) three Business Days prior to such Business Day.
Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each
Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such
Purchaser Group is to be allocated and (iii) the portion of such Available APA Bank Funding Amount
being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding
Agent with respect to a



26









 







Purchaser Group shall notify the CP Conduit Purchaser and the APA Bank with
respect to such Purchaser Group of the contents of such notice promptly upon receipt thereof.



          (c) Notwithstanding anything to the contrary contained in this Section 2.6, (A) the portion of
the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each
Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in
excess thereof, (B) no more than 7 Eurodollar Tranches with respect to such Purchaser Group shall
be outstanding at any one time, and (C) after the occurrence and during the continuance of any
Amortization Event or Potential Amortization Event with respect to the Series 2006-1 Notes, BTF may
not elect to allocate any portion of the Available APA Bank Funding Amount with respect to any
Purchaser Group to a Eurodollar Tranche.



          (d) [RESERVED]



          (e) BTF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent,
for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect
to the Series 2006-1 Interest Period ending on the day preceding such Distribution Date (the
“Commitment Fee”) during the Series 2006-1 Revolving Period equal to the Commitment Fee
Rate times the Maximum Purchaser Group Invested Amount with respect to such Purchaser Group during
such Series 2006-1 Interest Period less the average daily Purchaser Group Invested Amount with
respect to such Purchaser Group during such Series 2006-1 Interest Period. The Commitment Fees
shall be due and payable monthly in arrears on each Distribution Date and on the date the Series
2006-1 Revolving Period terminates.



          (f) On the Closing Date, BTF shall pay to Administrative Agent, the Structuring Fee.



          (g) Calculations of per annum rates under this Series Supplement shall be made on the basis of
a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day
year. Each determination of the Adjusted LIBO Rate by the Administrative Agent shall be conclusive
and binding upon each of the parties hereto in the absence of manifest error.



          Section 2.7 Indemnification by BTF. BTF agrees to indemnify and hold harmless the Trustee, the Administrative Agent, each
Funding Agent, each CP Conduit Purchaser, each APA Bank and each of their respective officers,
directors, agents and employees (each, a “Company indemnified person”) from and against any
loss, liability, expense, damage or injury suffered or sustained by (a “Claim”) such
Company indemnified person by reason of (i) any acts, omissions or alleged acts or omissions
arising out of, or relating to, activities of BTF pursuant to the Indenture or the other Related
Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed
made by BTF (or any of its officers) in the Indenture or other Related Document or (iii) a failure
by BTF to comply with any applicable law or regulation or to perform its covenants, agreements,
duties or obligations required to be performed or observed by it in accordance with the provisions
of the Indenture or the other Related Documents, including, but not limited to, any judgment,
award, settlement, reasonable attorneys’ fees and other reasonable costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or claim, except to the
extent such loss, liability,



27









 







expense, damage or injury resulted from the gross negligence, bad
faith or willful misconduct of such Company indemnified person or its officers, directors, agents,
principals, employees or employers or includes any Excluded Taxes; provided that any
payments made by BTF pursuant to this Section 2.7 shall be made solely from funds available
pursuant to Section 3.3(e), shall be non-recourse other than with respect to such funds, and shall
not constitute a claim against BTF to the extent that such funds are insufficient to make such
payment.



          Section 2.8 Funding Agents.



          (a) The Funding Agent with respect to each Purchaser Group is hereby authorized to record on
each Business Day the CP Funded Amount with respect to such Purchaser Group and the aggregate
amount of Discount accruing with respect thereto on such Business Day and the APA Bank Funded
Amount with respect to such Purchaser Group and the amount of interest accruing with respect
thereto on such Business Day and, based on such recordations, to determine the Monthly Funding
Costs with respect to each Series 2006-1 Interest Period and such Purchaser Group. Any such
recordation by a Funding Agent, absent manifest error, shall constitute prima facie evidence of the
accuracy of the information so recorded. Furthermore, the Funding Agent with respect to each
Purchaser Group will maintain records sufficient to identify the percentage interest of the related
CP Conduit Purchaser and each APA Bank with respect to such Purchaser Group holding an interest in
the Series 2006-1 Note registered in the name of such Funding Agent and any amounts owing
thereunder.



          (b) Upon receipt of funds from the Administrative Agent on each Distribution Date and the date
of any Decrease, each Funding Agent shall pay such funds to the related CP Conduit Purchaser and/or
the related APA Bank owed such funds in accordance with the recordations maintained by it in
accordance with Section 2.8(a) with respect to such CP Conduit Purchaser. If a Funding Agent shall
have paid to any CP Conduit Purchaser or APA Bank any funds that (i) must be returned for any
reason (including bankruptcy) or (ii) exceeds that which such CP Conduit Purchaser or APA Bank was
entitled to receive, such amount shall be promptly repaid to such Funding Agent by such CP Conduit
Purchaser or APA Bank.



          Section 2.9 Partial Termination.



          (a) If any APA Bank that is part of a Purchaser Group has not extended its Commitment on or
before the 30th day prior to a Series 2006-1 Commitment Termination Date, the
Administrative Agent may, but shall not be obligated to, offer any other APA Bank the right to
increase its Commitment by the amount of the Commitment of such non-extending APA Bank. In the
event that any APA Bank agrees to such an increase, the non-extending APA Bank and related CP
Conduit Purchaser and the APA Bank assuming such non-extending APA Bank’s Commitment and its
related CP Conduit Purchaser shall execute a Purchaser Group Supplement in accordance with Section
10.1(e).



ARTICLE III




SERIES 2006-1 ALLOCATIONS




          With respect to the Series 2006-1 Notes, the following shall apply:



28









 





          Section 3.1 Establishment of Series 2006-1 Collection Account, Series 2006-1 Principal
Subaccount and Series 2006-1 Accrued Interest Account.



          (a) All Collections allocable to the Series 2006-1 Notes shall be allocated to the Collection
Account.



          (b) The Trustee shall create three administrative subaccounts within the Collection Account
for the benefit of the Series 2006-1 Noteholders: the Series 2006-1 Collection Account (such
sub-account, the “Series 2006-1 Collection Account”), the Series 2006-1 Principal
Subaccount (such sub-account, the “Series 2006-1 Principal Subaccount”) and the Series
2006-1 Accrued Interest Account (such sub-account, the “Series 2006-1 Accrued Interest
Account”).



          Section 3.2 Allocations with Respect to the Series 2006-1 Notes.



          (a) The net proceeds from the initial sale of the Series 2006-1 Notes and any Increase will be
deposited into the Collection Account. On each Business Day on which Collections are deposited
into the Collection Account (each such date, a “Series 2006-1 Deposit Date”), the
Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to
allocate all amounts deposited into the Collection Account prior to 11:00 a.m. (New York City
time) on such Series 2006-1 Deposit Date as set forth below:




     (i) allocate to the Series 2006-1 Collection Account an amount equal to the sum
of (A) the Series 2006-1 Invested Percentage (as of such day) of the aggregate
amount of Interest Collections on such day and (B) any amounts received by the
Trustee on such day in respect of the Series 2006-1 Interest Rate
Hedges. All such amounts allocated to the Series 2006-1 Collection Account
shall be further allocated to the Series 2006-1 Accrued Interest Account; and




     (ii) allocate to the Series 2006-1 Principal Subaccount the sum of (A) the
Series 2006-1 Invested Percentage (as of such day) of the aggregate amount of
Principal Collections on such day and (B) the proceeds from the issuance of the
Series 2006-1 Notes and from any Increase; provided that if on any
Determination Date (A) the Administrator determines that the amount anticipated to
be available from Interest Collections allocable to the Series 2006-1 Notes, Series
2006-1 Interest Rate Hedge Proceeds and other amounts available pursuant to Section
3.3 to pay Series 2006-1 Monthly Interest with respect to the Series 2006-1 Interest
Period ending on the day preceding the next succeeding Distribution Date and any
Series 2006-1 Interest Rate Hedge Payments due on such Distribution Date will be
less than such Series 2006-1 Monthly Interest and such Series 2006-1 Interest Rate
Hedge Payments and (B) the Series 2006-1 Excess Borrowing Base Amount is greater
than zero, the Administrator shall direct the Trustee in writing to reallocate a
portion of the Principal Collections allocated to the Series 2006-1 Notes during the
Related Month equal to the lesser of such insufficiency and the Series 2006-1 Excess
Borrowing Base Amount to the Series 2006-1 Accrued Interest Account to be treated as
Interest Collections on such Distribution Date.



29









 





          (b) Series 2006-1 Principal Subaccount. If on any Business Day the Series 2006-1
Available Reserve Account Amount is less than the Series 2006-1 Required Reserve Account Amount
prior to the occurrence of an Amortization Event with respect to the Series 2006-1 Notes, the
Administrator shall instruct the Trustee in writing to withdraw funds in an amount equal to such
insufficiency from the Series 2006-1 Principal Subaccount and deposit such amount into the Series
2006-1 Reserve Account. On any Business Day prior to the occurrence of the Series 2006-1
Commitment Termination Date or an Amortization Event with respect to the Series 2006-1 Notes, upon
the written request of BTF or the Administrator on behalf of BTF, the Trustee shall withdraw funds
from the Series 2006-1 Principal Subaccount and pay such funds to BTF, provided, that no
Borrowing Base Deficiency or Series 2006-1 Principal Deficit Amount would result therefrom or exist
immediately thereafter as certified to the Trustee in writing by the Administrator;
provided, however that, on each Business Day following the occurrence of a Series
2006-1 Partial Commitment Termination and prior to the occurrence of the Series 2006-1 Commitment
Termination Date or an Amortization Event with respect to the Series 2006-1 Notes, prior to such
withdrawal of funds from the Series 2006-1 Principal Subaccount to pay BTF, the Administrator shall
direct the Trustee to, and the Trustee shall, as so directed by the Administrator, withdraw the
Series 2006-1 Partial Commitment Termination Percentage of funds on deposit in the Series 2006-1
Principal Subaccount, deposit such amounts in the Series 2006-1 Distribution Account and use such
amounts to make payments to the Series 2006-1 Terminating Purchasers on the immediately succeeding
Distribution Date in respect of the Series 2006-1 Notes held by such Series 2006-1 Terminating
Purchasers until the principal amount of such Series 2006-1 Notes is reduced to zero in accordance
with Section 3.5(e). Amounts allocated to the Series 2006-1 Principal Subaccount during any
Related Month and not applied to make a voluntary Decrease in the Series 2006-1 Invested Amount
pursuant to Section 2.5, paid to BTF pursuant to this Section 3.2(b) on or prior to the immediately
succeeding Determination Date or withdrawn for payment to the Series 2006-1 Terminating
Purchasers pursuant to this section 3.2(b) shall be withdrawn from the Series 2006-1 Principal
Subaccount, deposited in the Series 2006-1 Distribution Account on the immediately succeeding
Distribution Date and used to make principal payments in respect of the Series 2006-1 Notes
ratably, without preference of priority of any kind, until the Series 2006-1 Invested Amount is
reduced to zero in accordance with Section 3.5(e). Notwithstanding anything to the contrary
herein, no funds on deposit in the Series 2006-1 Principal Subaccount shall be paid or distributed
to BTF after the occurrence of an Amortization Event with respect to the Series 2006-1 Notes until
the Series 2006-1 Notes have been paid in full.



          (c) Past Due Rental Payments. Notwithstanding Section 3.2(a), if after the occurrence
of a Series 2006-1 Lease Payment Deficit, the Lessee shall make payments of Monthly Base Rent or
other amounts payable by the Lessee under the BTF Lease on or prior to the fifth Business Day after
the occurrence of such Series 2006-1 Lease Payment Deficit (a “Past Due Rent Payment”), the
Administrator shall direct the Trustee in writing pursuant to the Administrative Agreement to
allocate to the Series 2006-1 Collection Account an amount equal to the Series 2006-1 Invested
Percentage as of the date of the occurrence of such Series 2006-1 Lease Payment Deficit of the
Collections attributable to such Past Due Rent Payment (the “Series 2006-1 Past Due Rent
Payment”). The Administrator shall instruct the Trustee in writing pursuant to the
Administrative Agreement to withdraw from the Series 2006-1 Collection Account and apply the Series
2006-1 Past Due Rent Payment in the following order:



30









 






     (i) if the occurrence of such Series 2006-1 Lease Payment Deficit resulted in a
withdrawal being made from the Series 2006-1 Reserve Account pursuant to Section
3.3(d), deposit in the Series 2006-1 Reserve Account an amount equal to the lesser
of (x) the Series 2006-1 Past Due Rent Payment and (y) the excess, if any, of the
Series 2006-1 Required Reserve Account Amount over the Series 2006-1 Available
Reserve Account Amount on such day;




     (ii) if the occurrence of the related Series 2006-1 Lease Payment Deficit
resulted in one or more Lease Deficit Disbursements being made under the Series
2006-1 Letters of Credit, pay to each Series 2006-1 Letter of Credit Provider who
made such a Lease Deficit Disbursement for application in accordance with the
provisions of the applicable Series 2006-1 Reimbursement Agreement an amount equal
to the lesser of (x) the unreimbursed amount of such Series 2006-1 Letter of Credit
Provider’s Lease Deficit Disbursement and (y) such Series 2006-1 Letter of Credit
Provider’s pro rata share, calculated on the basis of the
unreimbursed amount of each Series 2006-1 Letter of Credit Provider’s Lease Deficit
Disbursement, of the amount of the Series 2006-1 Past Due Rent Payment remaining
after payment pursuant to clause (i) above;




     (iii) if the occurrence of such Series 2006-1 Lease Payment Deficit resulted in
a withdrawal being made from the Series 2006-1 Cash Collateral Account, deposit in
the Series 2006-1 Cash Collateral Account an amount equal to the lesser of (x) the
amount of the Series 2006-1 Past Due Rent Payment remaining after any payment
pursuant to clauses (i) and (ii) above and (y) the amount withdrawn from the Series
2006-1 Cash Collateral Account on account of such Series 2006-1 Lease Payment
Deficit;




     (iv) allocate to the Series 2006-1 Accrued Interest Account the amount, if any,
by which the Series 2006-1 Lease Interest Payment Deficit, if any, relating to such
Series 2006-1 Lease Payment Deficit exceeds the amount of the Series 2006-1 Past Due
Rent Payment applied pursuant to clauses (i), (ii) and (iii) above; and




     (v) treat the remaining amount of the Series 2006-1 Past Due Rent Payment as
Principal Collections allocated to the Series 2006-1 Notes in accordance with
Section 3.2(a)(ii).



                  Section 3.3 Payments to Noteholders. The Funding Agent with respect to each Purchaser
Group shall provide written notice to the Administrative Agent (x) no later than two Business Days
prior to each Determination Date, setting forth the Monthly Funding Costs with respect to such
Purchaser Group with respect to the portion of the current Series 2006-1 Interest Period ending on
such Business Day and a reasonable estimation of the Monthly Funding Costs with respect to such
Purchaser Group for the remainder of such Series 2006-1 Interest Period and (y) within three
Business Days after the end of each calendar month, setting forth the Monthly Funding Costs
(calculated as if such calendar month were a Series 2006-1 Interest Period) with respect to such
Purchaser Group for such calendar month. The Administrative Agent shall, within two Business Days
following its receipt of such information from each Funding Agent,



31









 







compile the information provided
in such written notice provided pursuant to clause (x) or (y) above, as applicable, into one
written notice for all Purchaser Groups and forward such notice to the Administrator. On each
Determination Date, the Administrator shall determine the Series 2006-1 Note Rate for the current
Series 2006-1 Interest Period. If the actual amount of the Monthly Funding Costs with respect to
any Purchaser Group for a Series 2006-1 Interest Period is less than or greater than the amount
thereof estimated by the Funding Agent with respect to such Purchaser Group on a Determination
Date, such Funding Agent shall notify the Administrator and the Administrative Agent thereof on the
next succeeding Determination Date and the Administrator shall reduce or increase the Monthly
Funding Costs with respect to such Purchaser Group for the next succeeding Series 2006-1 Interest
Period accordingly. The Administrator shall determine the Series 2006-1 Note Rate for the last
Series 2006-1 Interest Period on the Determination Date immediately preceding the final
Distribution Date based on the information provided by the Funding Agents. If a Funding Agent
determines that the actual Monthly Funding Costs with respect to its Purchaser Group for the last
Series 2006-1 Interest Period will be more or less than the estimate thereof provided to the
Administrator and informs the Administrator of such variance prior to the Distribution Date for
such Series 2006-1 Interest Period, the Administrator shall recalculate the Series 2006-1 Note Rate
for such Series 2006-1 Interest Period. On each Determination Date, as provided below, the
Administrator shall instruct the Paying Agent in writing pursuant to the Administration Agreement
to withdraw, and on the following Distribution Date the Paying Agent, acting in accordance with
such instructions, shall withdraw the amounts required to be withdrawn from the Collection Account
pursuant to Sections 3.3(a) below in respect of all funds available from Series 2006-1 Interest
Rate Hedge Proceeds and Interest Collections processed since the preceding Distribution Date and
allocated to the holders of the Series 2006-1 Notes.




     (a) Note Interest with respect to the Series 2006-1 Notes. On each
Determination Date, the Administrator shall instruct the Trustee and the Paying Agent in
writing pursuant to the Administration Agreement as to the amount to be withdrawn and paid
pursuant to Section 3.4 from the Series 2006-1 Accrued Interest Account to the extent funds
are anticipated to be available from Interest Collections allocable to the Series 2006-1
Notes and the Series 2006-1 Interest Rate Hedge Proceeds processed from, but not including,
the preceding Distribution Date through the succeeding Distribution Date in respect of (w)
first, an amount equal to the Series 2006-1 Monthly Interest for the Series 2006-1 Interest
Period ending on the day preceding the related Distribution Date, (x) second, an amount
equal to the Series 2006-1 Interest Rate Hedge Payments payable on such Distribution Date,
(y) third, an amount equal to the accrued and unpaid Commitment Fees for each Purchaser
Group for the Series 2006-1 Interest Period ending on the day preceding the related
Distribution Date, and (z) fourth, an amount equal to the amount of any unpaid Series
2006-1 Shortfall as of the preceding Distribution Date (together with any accrued interest
on such Series 2006-1 Shortfall). On the following Distribution Date, the Trustee shall
withdraw the amounts described in the first sentence of this Section 3.3(a) from the Series
2006-1 Accrued Interest Account and deposit such amounts in the Series 2006-1 Distribution
Account.




     (b) Withdrawals from Series 2006-1 Reserve Account. If the Administrator
determines on any Distribution Date that the amounts available from the Series 2006-1
Accrued Interest Account are insufficient to pay the sum of the amounts described in



32









 







clauses
(w), (x), (y) and (z) of Section 3.3(a) above on such Distribution Date, the Administrator
shall instruct the Trustee in writing to withdraw from the Series 2006-1 Reserve Account and
deposit in the Series 2006-1 Distribution Account on such Distribution Date an amount equal
to the lesser of the Series 2006-1 Available Reserve Account Amount and such insufficiency.
The Trustee shall withdraw such amount from the Series 2006-1 Reserve Account and deposit
such amount in the Series 2006-1 Distribution Account.




     (c) Lease Payment Deficit Notice. On or before 10:00 a.m. (New York City
time) on each Distribution Date, the Administrator shall notify the Trustee of the amount of
any Series 2006-1 Lease Payment Deficit, such notification to be in the form of Exhibit
C to this Series Supplement (each a “Lease Payment Deficit Notice”).




     (d) Draws on Series 2006-1 Letters of Credit For Series 2006-1 Lease Interest
Payment Deficits. If the Administrator determines on any Distribution Date that there
exists a Series 2006-1 Lease Interest Payment Deficit, the Administrator shall instruct the
Trustee in writing to draw on the Series 2006-1 Letters of Credit, if any, and, the Trustee
shall, by 12:00 noon (New York City time) on such Distribution Date draw an amount
(identified by the Administrator) equal to the least of (i) such Series 2006-1 Lease
Interest Payment Deficit, (ii) the excess, if any, of the sum of the amounts described in
clauses (w), (x), (y) and (z) of Section 3.3(a) above on such Distribution Date over the
amounts available from the Series 2006-1 Accrued Interest Account plus the amount withdrawn
from the Series 2006-1 Reserve Account pursuant to Section 3.3(b) on such Distribution Date
and (iii) the Series 2006-1 Letter of Credit Liquidity Amount, on the Series 2006-1 Letters
of Credit by presenting to each Series 2006-1 Letter of Credit
Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall cause
the Lease Deficit Disbursements to be deposited in the Series 2006-1 Distribution Account on
such Distribution Date for distribution in accordance with Section 3.4; provided,
however, that if the Series 2006-1 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2006-1 Cash Collateral Account and
deposit in the Series 2006-1 Distribution Account an amount equal to the lesser of (x) the
Series 2006-1 Cash Collateral Percentage on such Distribution Date of the least of the
amounts described in clauses (i), (ii) and (iii) above and (y) the Series 2006-1 Available
Cash Collateral Account Amount on such Distribution Date and draw an amount equal to the
remainder of such amount on the Series 2006-1 Letters of Credit.




     (e) Balance. On or prior to the second Business Day preceding each
Distribution Date, the Administrator shall instruct the Trustee and the Paying Agent in
writing pursuant to the Administration Agreement to pay the balance (after making the
payments required in Section 3.3(a)), if any, of the amounts available from the Series
2006-1 Accrued Interest Account as follows:




     (i) first, to the Administrator, an amount equal to the Series 2006-1
Percentage as of the beginning of such Series 2006-1 Interest Period of the Monthly
Administration Fee payable by BTF (as specified in Section 6 of the Administrative
Agreement) for such Series 2006-1 Interest Period;



33









 






     (ii) second, to the Trustee, an amount equal to the Series 2006-1 Percentage as
of the beginning of such Series 2006-1 Interest Period of the Trustee’s fees for
such Series 2006-1 Interest Period;




     (iii) third, to the Series 2006-1 Distribution Account to pay any Article VI
Costs;




     (iv) fourth, to pay any Carrying Charges (other than Carrying Charges provided
for above) to the Persons to whom such amounts are owed, an amount equal to the
Series 2006-1 Percentage as of the beginning of such Series 2006-1 Interest Period
of such Carrying Charges (other than Carrying Charges provided for above) for such
Series 2006-1 Interest Period; and




     (v) fifth, the balance, if any, shall be treated as Principal Collections.




     (f) Shortfalls. If the amounts described in Section 3.3 are insufficient to
pay the Series 2006-1 Monthly Interest and the Commitment Fees of the Purchaser Groups on
any Distribution Date, payments of interest to the Series 2006-1 Noteholders and payments of
Commitment Fees to the Purchaser Groups will be reduced on a pro rata basis
by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any
Distribution Date shall be referred to as the “Series 2006-1 Shortfall.” Interest
shall accrue on the Series 2006-1 Shortfall at the Alternate Base Rate plus 2% per annum.



     Section 3.4 Payment of Note Interest and Commitment Fees.



          On each Distribution Date, subject to Section 9.8 of the Base Indenture, the Paying Agent
shall, in accordance with Section 6.1 of the Base Indenture, pay to the Administrative Agent for
the accounts of the Purchaser Groups from the Series 2006-1 Distribution Account the amounts
deposited in the Series 2006-1 Distribution Account pursuant to Section 3.3. Upon the receipt of
funds from the Paying Agent on each Distribution Date on account of Series 2006-1 Monthly Interest,
the Administrative Agent shall pay to each Funding Agent with respect to a Purchaser Group an
amount equal to the Monthly Funding Costs with respect to such Purchaser Group with respect to the
Series 2006-1 Interest Period ending on the day preceding such Distribution Date plus the amount of
any unpaid Series 2006-1 Shortfalls relating to unpaid Series 2006-1 Monthly Interest payable to
such Purchaser Group as of the preceding Distribution Date, together with any interest thereon at
the Alternate Base Rate plus 2% per annum. If the amount paid to the Administrative Agent on any
Distribution Date pursuant to this Section 3.4 on account of Series 2006-1 Monthly Interest for the
Series 2006-1 Interest Period ending on the day preceding such Distribution Date is less than such
Series 2006-1 Monthly Interest, the Administrative Agent shall pay the amount available to the
Funding Agents, on behalf of the Purchaser Groups, on a rata basis, based on the Monthly Funding
Costs with respect to each Purchaser Group with respect to such Series 2006-1 Interest Period.
Upon the receipt of funds from the Paying Agent on each Distribution Date on account of Commitment
Fees, the Administrative Agent shall pay to each Funding Agent with respect to a Purchaser Group an
amount equal to the Commitment Fee payable to such Purchaser Group with respect to the Series
2006-1 Interest Period ending on the day preceding such Distribution Date plus the amount of any
unpaid Series 2006-1 Shortfalls relating to unpaid Commitment Fees payable to such Purchaser Group
as of the preceding



34









 







Distribution Date, together with any interest thereon at the Alternate Base
Rate plus 2% per annum. If the amount paid to the Administrative Agent on any Distribution Date
pursuant to this Section 3.4 on account of Commitment Fees is less than the Commitment Fees payable
on such Distribution Date, the Administrative Agent shall pay the amount available to the Funding
Agents, on behalf of the Purchaser Groups, on a pro rata basis, based on the
Commitment Fee payable to each Purchaser Group on such Distribution Date. Upon the receipt of
funds from the Trustee or the Paying Agent on any Distribution Date on account of Article VI Costs,
the Administrative Agent shall pay such amounts to the Funding Agent with respect to the CP Conduit
Purchaser or the APA Bank owed such amounts. If the amounts paid to the Administrative Agent on
any Distribution Date pursuant to Section 3.3(e) on account of Article VI Costs are less than the
Article VI Costs due and payable on such Distribution Date, the Administrative Agent shall pay the
amounts available to the Funding Agents with respect to the CP Conduit Purchasers and APA Banks
owed such amounts, on a pro rata basis, based on the Article VI Costs owing to such
CP Conduit Purchasers and APA Banks. Due and unpaid Article VI Costs owing to a Purchaser Group
shall accrue interest at the Alternate Base Rate plus 2%; provided that Article VI
Costs shall not be considered due until the first Distribution Date following five days notice to
BTF and the Administrator of such Article VI Costs.



          Section 3.5 Payment of Note Principal.



          (a) Monthly Principal Payments. On each Determination Date, the Administrator shall
instruct the Trustee and the Paying Agent in writing pursuant to the Administration Agreement and
in accordance with this Section 3.5 as to (i) the amount allocated to the Series 2006-1 Notes
during the Related Month pursuant to Section 3.2(a)(ii) less (w) the amount thereof paid to BTF
pursuant to Section 3.2(b), (x) the amount thereof withdrawn for deposit into the Series 2006-1
Distribution Account and payment to the Series 2006-1 Terminating Purchasers pursuant to Section
3.2(b), (y) the amount thereof applied to make voluntary Decreases in the Series 2006-1 Invested
Amount pursuant to Section 2.5 and (z) the amount thereof withdrawn from the Series 2006-1
Principal Subaccount and deposited into the Series 2006-1 Reserve Account pursuant to Section
3.2(b), in each case, on or prior to such Determination Date (the “Monthly Principal Payment
Amount”), (ii) any amounts to be withdrawn from the Series 2006-1 Reserve Account and deposited
into the Series 2006-1 Distribution Account or (iii) any amounts to be drawn on the Series 2006-1
Demand Notes and/or on the Series 2006-1 Letters of Credit (or withdrawn from the Series 2006-1
Cash Collateral Account). On the Distribution Date following each such Determination Date, the
Trustee shall withdraw the Monthly Principal Payment Amount from the Series 2006-1 Principal
Subaccount and deposit such amount in the Series 2006-1 Distribution Account, to be paid to the
holders of the Series 2006-1 Notes.



          (b) Decreases. On any Business Day prior to the occurrence of an Amortization Event
with respect to the Series 2006-1 Notes on which a Decrease is to be made pursuant to Section 2.5,
the Trustee shall withdraw from the Series 2006-1 Principal Subaccount in accordance with the
written instructions of the Administrator an amount equal to the lesser of (i) the funds then
allocated to the Series 2006-1 Principal Subaccount and (ii) the amount of such Decrease, and
deposit such amount in the Series 2006-1 Distribution Account, to be paid to the Administrative
Agent. Upon the receipt of funds on account of a Decrease from the Trustee, the Administrative
Agent shall pay to each Funding Agent with respect to a Purchaser Group, such



35









 







Purchaser Group’s Pro
Rata Share of the amount of such Decrease. Each Purchaser Group’s share of the amount of any
Decrease on any Business Day shall be allocated by such Purchaser Group first to reduce the
Available CP Funding Amount with respect to such Purchaser Group and the Available APA Bank Funding
Amount with respect to such Purchaser Group on such Business Day and then to reduce the portion of
the Purchaser Group Invested Amount with respect to such Purchaser Group allocated to Eurodollar
Tranches in such order as such Purchaser Group may select in order to minimize costs payable
pursuant to Section 6.3.



          (c) Principal Deficit Amount. On each Distribution Date on which the Series 2006-1
Principal Deficit Amount is greater than zero or the Administrator determines that there exists a
Series 2006-1 Lease Principal Payment Deficit, amounts shall be transferred to the Series 2006-1
Distribution Account as follows:




     (i) Reserve Account Withdrawal. The Administrator shall instruct the Trustee
in writing prior to 12:00 noon (New York City time) on such Distribution Date, in the case
of a Series 2006-1 Lease Principal Payment Deficit or a Series 2006-1 Principal Deficit
Amount resulting from a Series 2006-1 Lease Payment Deficit, or prior to 12:00 noon (New
York City time) on the second Business Day prior to such Distribution Date, in the case of
any other Series 2006-1 Principal Deficit Amount, to withdraw from the Series 2006-1 Reserve
Account, an amount equal to the lesser of (x)
the Series 2006-1 Available Reserve Account Amount and (y) the greater of (1) such
Series 2006-1 Principal Deficit Amount and (2) such Series 2006-1 Lease Principal Payment
Deficit and deposit it in the Series 2006-1 Distribution Account on such Distribution Date.




     (ii) Principal Draws on Series 2006-1 Letters of Credit. If the Administrator
determines on any Distribution Date that there exists a Series 2006-1 Lease Principal
Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the
Series 2006-1 Letters of Credit, if any, as provided below. Upon receipt of a notice by the
Trustee from the Administrator in respect of a Series 2006-1 Lease Principal Payment Deficit
on or prior to 11:00 a.m. (New York City time) on a Distribution Date, the Trustee shall,
by 12:00 noon (New York City time) on such Distribution Date draw an amount as set forth in
such notice equal to the least of (i) the greater of the amount by which the Series 2006-1
Principal Deficit Amount on such Distribution Date or the Series 2006-1 Lease Principal
Payment Deficit on such Distribution Date exceeds the amount to be deposited in the Series
2006-1 Distribution Account in accordance with clause (i) of this Section 3.5(c) and (ii)
the Series 2006-1 Letter of Credit Amount on the Series 2006-1 Letters of Credit by
presenting to each Series 2006-1 Letter of Credit Provider a draft accompanied by a
Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be
deposited in the Series 2006-1 Distribution Account on such Distribution Date;
provided, however, that if the Series 2006-1 Cash Collateral Account has
been established and funded, the Trustee shall withdraw from the Series 2006-1 Cash
Collateral Account and deposit in the Series 2006-1 Distribution Account an amount equal to
the lesser of (x) the Series 2006-1 Cash Collateral Percentage on such Distribution Date of
the least of the amounts described in clauses (i), (ii) and (iii) above and (y) the Series
2006-1 Available Cash Collateral Account Amount on such



36









 







Distribution Date and draw an amount
equal to the remainder of such amount on the Series 2006-1 Letters of Credit.




     (iii) Demand Note Draw. If on any Determination Date, the Administrator
determines that the Series 2006-1 Principal Deficit Amount on the next succeeding
Distribution Date (even assuming that there is no Series 2006-1 Lease Principal Payment
Deficit on such Distribution Date) will be greater than zero and there are any Series 2006-1
Letters of Credit on such date, prior to 10:00 a.m. (New York City time) on the second
Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee
in writing to deliver a Demand Notice to BRAC demanding payment of an amount equal to the
lesser of (A) the Series 2006-1 Principal Deficit Amount less the amount to be deposited in
the Series 2006-1 Distribution Account in accordance with clause (i) of this Section 3.5(c)
on such Distribution Date and (B) the Series 2006-1 Letter of Credit Amount. The Trustee
shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such
Distribution Date, deliver such Demand Notice to BRAC; provided, however,
that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the
definition thereof, without the lapse of a period of 60 consecutive days) with respect to
BRAC shall have occurred and be continuing, the Trustee shall not be required to deliver
such Demand Notice to BRAC. The Trustee shall cause the proceeds of any demand on the
Series 2006-1 Demand Note to be deposited into the Series 2006-1 Distribution Account.




     (iv) Letter of Credit Draw. In the event that either (x) on or prior to 10:00
a.m. (New York City time) on the Business Day prior to a Distribution Date, BRAC shall have
failed to pay to the Trustee or deposit in the Series 2006-1 Distribution Account the amount
specified in a Demand Notice delivered pursuant to clause (iii) of this Section 3.5(c) in
whole or in part or (y) due to the occurrence of an Event of Bankruptcy (or the occurrence
of an event described in clause (a) of the definition thereof, without the lapse of a period
of 60 consecutive days) with respect to BRAC, the Trustee shall not have delivered such
Demand Notice to BRAC on the second Business Day preceding such Distribution Date, then, in
the case of (x) or (y) the Trustee shall on such Business Day draw on the Series 2006-1
Letters of Credit an amount equal to the lesser of (i) Series 2006-1 Letter of Credit Amount
and (ii) the aggregate amount that BRAC failed to pay under the Series 2006-1 Demand Notes
(or, the amount that the Trustee failed to demand for payment thereunder) by presenting to
each Series 2006-1 Letter of Credit Provider a draft accompanied by a Certificate of Unpaid
Demand Note Demand; provided, however, that if the Series 2006-1 Cash
Collateral Account has been established and funded, the Trustee shall withdraw from the
Series 2006-1 Cash Collateral Account and deposit in the Series 2006-1 Distribution Account
an amount equal to the lesser of (x) the Series 2006-1 Cash Collateral Percentage on such
Business Day of the aggregate amount that BRAC failed to pay under the Series 2006-1 Demand
Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (y) the
Series 2006-1 Available Cash Collateral Account Amount on such Business Day and draw an
amount equal to the remainder of the aggregate amount that BRAC failed to pay under the
Series 2006-1 Demand Notes (or, the amount that the Trustee failed to demand for payment
thereunder) on the Series 2006-1 Letters of Credit. The Trustee shall deposit into, or
cause the deposit of, the proceeds of any draw on the Series 2006-1 Letters of Credit and
the



37









 







proceeds of any withdrawal from the Series 2006-1 Cash Collateral Account to be
deposited in the Series 2006-1 Distribution Account.



          (d) Series 2006-1 Termination Date. The entire Series 2006-1 Invested Amount shall be
due and payable on the Series 2006-1 Termination Date. In connection therewith:




     (i) Reserve Account Withdrawal. If, after giving effect to the deposit into
the Series 2006-1 Distribution Account of the amount to be deposited in accordance with
Section 3.5(a), together with any amounts to be deposited therein in accordance with Section
3.5(c) on the Series 2006-1 Termination Date, the amount to be deposited in the Series
2006-1 Distribution Account with respect to the Series 2006-1 Termination Date is or will be
less than the Series 2006-1 Invested Amount, then, prior to 12:00 noon (New York City time)
on the second Business Day prior to the Series 2006-1 Termination Date, the Administrator
shall instruct the Trustee in writing to withdraw from the Series 2006-1 Reserve Account, an
amount equal to the lesser of the Series 2006-1 Available Reserve Account Amount and such
insufficiency and deposit it in the Series 2006-1 Distribution Account on the Series 2006-1
Termination Date.




     (ii) Demand Note Draw. If the amount to be deposited in the Series 2006-1
Distribution Account in accordance with Section 3.5(a) together with any amounts to be
deposited therein in accordance with Section 3.5(c) and Section 3.5(d)(i) on the Series
2006-1 Termination Date is less than the Series 2006-1 Invested Amount, and there are
any Series 2006-1 Letters of Credit on such date, then, prior to 10:00 a.m. (New York City
time) on the second Business Day prior to the Series 2006-1 Termination Date, the
Administrator shall instruct the Trustee in writing to make a demand (a “Demand
Notice”) substantially in the form attached hereto as Exhibit D on BRAC for
payment under the Series 2006-1 Demand Notes in an amount equal to the lesser of (i) such
insufficiency and (ii) the Series 2006-1 Letter of Credit Amount. The Trustee shall, prior
to 12:00 noon (New York City time) on the second Business Day preceding the Series 2006-1
Termination Date, deliver such Demand Notice to ABCR; provided, however,
that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the
definition thereof, without the lapse of a period of 60 consecutive days) with respect to
BRAC shall have occurred and be continuing, the Trustee shall not be required to deliver
such Demand Notice to BRAC. The Trustee shall cause the proceeds of any demand on the
Series 2006-1 Demand Notes to be deposited into the Series 2006-1 Distribution Account.




     (iii) Letter of Credit Draw. In the event that either (x) on or prior to 10:00
a.m. (New York City time) on the Business Day immediately preceding any Distribution Date
next succeeding any date on which a Demand Notice has been transmitted by the Trustee to
BRAC pursuant to clause (ii) of this Section 3.5(d) BRAC shall have failed to pay to the
Trustee or deposit into the Series 2006-1 Distribution Account the amount specified in such
Demand Notice in whole or in part or (y) due to the occurrence of an Event of Bankruptcy (or
the occurrence of an event described in clause (a) of the definition thereof, without the
lapse of a period of 60 consecutive days) with respect to BRAC, the Trustee shall not have
delivered such Demand Notice to BRAC on the second Business



38









 







Day preceding the Series 2006-1
Termination Date, then, in the case of (x) or (y) the Trustee shall draw on the Series
2006-1 Letters of Credit by 12:00 noon (New York City time) on such Business Day an amount
equal to the lesser of (a) the amount that BRAC failed to pay under the Series 2006-1 Demand
Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (b) the
Series 2006-1 Letter of Credit Amount on such Business Day by presenting to each Series
2006-1 Letter of Credit Provider a draft accompanied by a Certificate of Unpaid Demand Note
Demand; provided, however, that if the Series 2006-1 Cash Collateral Account
has been established and funded, the Trustee shall withdraw from the Series 2006-1 Cash
Collateral Account and deposit in the Series 2006-1 Distribution Account an amount equal to
the lesser of (x) the Series 2006-1 Cash Collateral Percentage on such Business Day of the
amount that BRAC failed to pay under the Series 2006-1 Demand Notes (or, the amount that the
Trustee failed to demand for payment thereunder) and (y) the Series 2006-1 Available Cash
Collateral Account Amount on such Business Day and draw an amount equal to the remainder of
the amount that BRAC failed to pay under the Series 2006-1 Demand Notes (or, the amount that
the Trustee failed to demand for payment thereunder) on the Series 2006-1 Letters of Credit.
The Trustee shall deposit, or cause the deposit of, the proceeds of any draw on the Series
2006-1 Letters of Credit and the proceeds of any withdrawal from the Series 2006-1 Cash
Collateral Account to be deposited in the Series 2006-1 Distribution Account.



          (e) Distribution. On each Distribution Date, the Paying Agent shall, in accordance
with Section 6.1 of the Base Indenture, (i) pay to the Administrative Agent for the accounts of the
Purchaser Groups from the Series 2006-1 Distribution Account the amount deposited therein pursuant
to Section 3.5(a), (c) and/or (d) or (ii) pay to the Administrative Agent for the account of the
applicable Purchaser Groups constituting the Series 2006-1 Terminating Purchasers from the Series
2006-1 Distribution Account the amount deposited therein pursuant to Section 3.2(b). Upon the
receipt of funds from the Trustee pursuant to Sections 3.5(a), (c) and/or (d) on any Distribution
Date, the Administrative Agent shall pay to each Funding Agent with respect to a Purchaser Group,
such Purchaser Group’s Pro Rata Share of such funds. Upon the receipt of funds from the Trustee
pursuant to Sections 3.2(b) on any Distribution Date, the Administrative Agent shall pay to each
Funding Agent with respect to a Series 2006-1 Terminating Purchaser, such Series 2006-1 Terminating
Purchasers Pro Rata Share of such funds.



          Section 3.6 Administrator’s Failure to Instruct the Trustee to Make a Deposit or
Payment. If the Administrator fails to give notice or instructions to make any payment from or
deposit into the Collection Account required to be given by the Administrator, at the time
specified in the Administration Agreement or any other Related Document (including applicable grace
periods), the Trustee shall make such payment or deposit into or from the Collection Account
without such notice or instruction from the Administrator, provided that the Administrator,
upon request of the Trustee, promptly provides the Trustee with all information necessary to allow
the Trustee to make such a payment or deposit. When any payment or deposit hereunder or under any
other Related Document is required to be made by the Trustee or the Paying Agent at or prior to a
specified time, the Administrator shall deliver any applicable written instructions with respect
thereto reasonably in advance of such specified time.



39









 





          Section 3.7 Series 2006-1 Reserve Account. (a) Establishment of Series
2006-1 Reserve Account. BTF shall establish and maintain in the name of the Trustee for the
benefit of the Series 2006-1 Noteholders, or cause to be established and maintained, an account
(the “Series 2006-1 Reserve Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2006-1 Noteholders. The Series
2006-1 Reserve Account shall be maintained (i) with a Qualified Institution, or (ii) as a
segregated trust account with the corporate trust department of a depository institution or trust
company having corporate trust powers and acting as trustee for funds deposited in the Series
2006-1 Reserve Account; provided that, if at any time such Qualified Institution is no
longer a Qualified Institution or the credit rating of any securities issued by such depositary
institution or trust company shall be reduced to below “BBB-” by S&P or “Baa2” by Moody’s, then BTF
shall, within 30 days of such reduction, establish a new Series 2006-1 Reserve Account with a new
Qualified Institution. If the Series 2006-1 Reserve Account is not maintained in accordance with
the previous sentence, BTF shall establish a new Series 2006-1 Reserve Account, within ten (10)
Business Days after obtaining knowledge of such fact, which complies with such sentence, and shall
instruct the Trustee in writing to transfer all cash
and investments from the non-qualifying Series 2006-1 Reserve Account into the new Series
2006-1 Reserve Account. Initially, the Series 2006-1 Reserve Account shall be established with The
Bank of New York Trust Company, N.A.; provided that if the Series 2006-1 Reserve Account is
established with any other institution, BTF shall cause such institution to enter into an agreement
in form and substance reasonably satisfactory to the Administrative Agent establishing “control”
within the meaning of Section 8-106 of the New York UCC by the Trustee over the Series 2006-1
Reserve Account, including agreements by such institution to (i) to act as the securities
intermediary (as defined in Section 8-102(a)(14) of the New York UCC) with respect to the Series
2006-1 Reserve Account; (ii) that each item of property (whether investment property, financial
asset, security, instrument or cash) credited to the Series 2006-1 Reserve Account shall be treated
as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iii) to comply
with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued by the
Trustee without further consent of BTF.



          (b) Administration of the Series 2006-1 Reserve Account. The Administrator may
instruct the institution maintaining the Series 2006-1 Reserve Account to invest funds on deposit
in the Series 2006-1 Reserve Account from time to time in Permitted Investments; provided,
however, that any such investment shall mature not later than the Business Day prior to the
Distribution Date following the date on which such funds were received, unless any Permitted
Investment held in the Series 2006-1 Reserve Account is held with the Paying Agent, then such
investment may mature on such Distribution Date and such funds shall be available for withdrawal on
or prior to such Distribution Date. All such Permitted Investments will be credited to the Series
2006-1 Reserve Account and any such Permitted Investments that constitute (i) physical property
(and that is not either a United States security entitlement or a security entitlement) shall be
physically delivered to the Securities Intermediary; (ii) United States security entitlements or
security entitlements shall be controlled (as defined in Section 8-106 of the New York UCC) by the
Securities Intermediary pending maturity or disposition, and (iii) uncertificated securities (and
not United States security entitlements) shall be delivered to the
Securities Intermediary by causing the Securities Intermediary to become the registered holder of such securities.


40









 





          (c) Earnings from Series 2006-1 Reserve Account. All interest and earnings (net of
losses and investment expenses) paid on funds on deposit in the Series 2006-1 Reserve Account shall
be deemed to be on deposit therein and available for distribution.



          (d) Series 2006-1 Reserve Account Constitutes Additional Collateral for Series 2006-1
Notes. In order to secure and provide for the repayment and payment of the Note Obligations
with respect to the Series 2006-1 Notes, BTF hereby grants a security interest in and assigns,
pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2006-1
Noteholders, all of BTF’s right, title and interest in and to the following (whether now or
hereafter existing or acquired): (i) the Series 2006-1 Reserve Account, including any security
entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates
and instruments, if any, representing or evidencing any or all of the Series 2006-1 Reserve Account
or the funds on deposit therein from time to time; (iv) all investments made at any time and from
time to time with monies in the Series 2006-1 Reserve Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or other property; (v) all
interest, dividends, cash, instruments and other property from time to time received, receivable
or otherwise distributed in respect of or in exchange for the Series 2006-1 Reserve Account,
the funds on deposit therein from time to time or the investments made with such funds; and (vi)
all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the
foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2006-1 Reserve
Account Collateral”). The Trustee shall possess all right, title and interest in and to all
funds on deposit from time to time in the Series 2006-1 Reserve Account and in all proceeds
thereof, and shall be the only person authorized to originate entitlement orders in respect of the
Series 2006-1 Reserve Account. The Series 2006-1 Reserve Account Collateral shall be under the
sole dominion and control of the Trustee for the benefit of the Series 2006-1 Noteholders. The
Securities Intermediary hereby agrees (i) to act as the securities intermediary (as defined in
Section 8-102(a)(14) of the New York UCC) with respect to the Series 2006-1 Reserve Account; (ii)
that each item of property (whether investment property, financial asset, security, instrument or
cash) credited to the Series 2006-1 Reserve Account shall be treated as a financial asset (as
defined in Section 8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement order
(as defined in Section 8-102(a)(8) of the New York UCC) issued by the Trustee without further
consent of BTF.



          (e) Preference Amount Withdrawals from the Series 2006-1 Reserve Account or the Series
2006-1 Cash Collateral Account. If a member of a Purchaser Group notifies the Trustee in
writing of the existence of a Preference Amount, then, subject to the satisfaction of the
conditions set forth in the next succeeding sentence, on the Business Day on which those conditions
are first satisfied, the Trustee shall withdraw from either (x) on or prior to the Series 2006-1
Letter of Credit Termination Date, the Series 2006-1 Reserve Account or (y) after the Series 2006-1
Letter of Credit Termination Date, the Series 2006-1 Cash Collateral Account and pay to the Funding
Agent for such member an amount equal to such Preference Amount. Prior to any withdrawal from the
Series 2006-1 Reserve Account or the Series 2006-1 Cash Collateral Account pursuant to this Section
3.7(e), the Trustee shall have received (i) a certified copy of the order requiring the return of
such Preference Amount; (ii) an opinion of counsel satisfactory to the Trustee that such order is
final and not subject to appeal; and (iii) a release as to any claim against BTF by the Purchaser
Group for any amount paid in respect of such Preference Amount. On the Business Day after the
Series 2006-1 Letter of Credit Termination Date, the Trustee shall



41









 







transfer the amount on deposit
in the Series 2006-1 Reserve Account to the Series 2006-1 Cash Collateral Account.



          (f) Series 2006-1 Reserve Account Surplus. In the event that the Series 2006-1
Reserve Account Surplus on any Distribution Date, after giving effect to all withdrawals from the
Series 2006-1 Reserve Account, is greater than zero, the Trustee, acting in accordance with the
written instructions of the Administrator pursuant to the Administration Agreement, shall withdraw
from the Series 2006-1 Reserve Account an amount equal to the Series 2006-1 Reserve Account Surplus
and shall pay such amount to BTF.



          (g) Termination of Series 2006-1 Reserve Account. Upon the termination of the
Indenture pursuant to Section 11.1 of the Base Indenture, the Trustee, acting in accordance with
the written instructions of the Administrator, after the prior payment of all amounts owing to the
Series 2006-1 Noteholders and payable from the Series 2006-1 Reserve Account as provided herein,
shall withdraw from the Series 2006-1 Reserve Account all amounts on deposit therein for payment to
BTF.



          Section 3.8 Series 2006-1 Letters of Credit and Series 2006-1 Cash Collateral Account.



          (a) Series 2006-1 Letters of Credit and Series 2006-1 Cash Collateral Account Constitute
Additional Collateral for Series 2006-1 Notes. In order to secure and provide for the
repayment and payment of the Note Obligations with respect to the Series 2006-1 Notes, BTF hereby
grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee,
for the benefit of the Series 2006-1 Noteholders, all of BTF’s right, title and interest in and to
the following (whether now or hereafter existing or acquired): (i) each Series 2006-1 Letter of
Credit; (ii) the Series 2006-1 Cash Collateral Account, including any security entitlement thereto;
(iii) all funds on deposit in the Series 2006-1 Cash Collateral Account from time to time; (iv) all
certificates and instruments, if any, representing or evidencing any or all of the Series 2006-1
Cash Collateral Account or the funds on deposit therein from time to time; (v) all investments made
at any time and from time to time with monies in the Series 2006-1 Cash Collateral Account, whether
constituting securities, instruments, general intangibles, investment property, financial assets or
other property; (vi) all interest, dividends, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of or in exchange for the Series
2006-1 Cash Collateral Account, the funds on deposit therein from time to time or the investments
made with such funds; and (vii) all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (ii) through (vii) are referred to,
collectively, as the “Series 2006-1 Cash Collateral Account Collateral”). The Trustee
shall, for the benefit of the Series 2006-1 Noteholders, possess all right, title and interest in
all funds on deposit from time to time in the Series 2006-1 Cash Collateral Account and in all
proceeds thereof, and shall be the only person authorized to originate entitlement orders in
respect of the Series 2006-1 Cash Collateral Account. The Series 2006-1 Cash Collateral Account
shall be under the sole dominion and control of the Trustee for the benefit of the Series 2006-1
Noteholders. The Securities Intermediary hereby agrees (i) to act as the securities intermediary
(as defined in Section 8-102(a)(14) of the New York UCC) with respect to the Series 2006-1 Cash
Collateral Account; (ii) that each item of property (whether investment property, financial asset,
security, instrument or cash) credited to the Series



42









 







2006-1 Cash Collateral Account shall be
treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iii) to
comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued by
the Trustee without further consent of BTF.



          (b) Series 2006-1 Letter of Credit Expiration Date. If prior to the date which is ten
(10) days prior to the then scheduled Series 2006-1 Letter of Credit Expiration Date with respect
to any Series 2006-1 Letter of Credit, excluding the amount available to be drawn under such Series
2006-1 Letter of Credit but taking into account each substitute Series 2006-1 Letter of Credit
which has been obtained from a Series 2006-1 Eligible Letter of Credit Provider and is in full
force and effect on such date, the Series 2006-1 Permitted Principal Amount would be equal to or
more than the Series 2006-1 Invested Amount and the Series 2006-1 Liquidity Amount would be equal
to or greater than the Series 2006-1 Required Liquidity Amount, then the Administrator shall notify
the Trustee in writing no later than two Business Days prior to such Series 2006-1 Letter of Credit
Expiration Date of such determination. If prior to the date which is ten (10) days prior to the
then scheduled Series 2006-1 Letter of Credit Expiration Date
with respect to any Series 2006-1 Letter of Credit, excluding the amount available to be drawn
under such Series 2006-1 Letter of Credit but taking into account a substitute Series 2006-1 Letter
of Credit which has been obtained from a Series 2006-1 Eligible Letter of Credit Provider and is in
full force and effect on such date, the Series 2006-1 Permitted Principal Amount would be less than
the Series 2006-1 Invested Amount or the Series 2006-1 Liquidity Amount would be less than the
Series 2006-1 Required Liquidity Amount, then the Administrator shall notify the Trustee in writing
no later than two Business Days prior to such Series 2006-1 Letter of Credit Expiration Date of (x)
the greater of (A) the excess, if any, of the Series 2006-1 Permitted Principal Amount over the
Series 2006-1 Invested Amount, excluding the available amount under such expiring Series 2006-1
Letter of Credit but taking into account any substitute Series 2006-1 Letter of Credit which has
been obtained from a Series 2006-1 Eligible Letter of Credit Provider and is in full force and
effect, on such date, and (B) the excess, if any, of the Series 2006-1 Required Liquidity Amount
over the Series 2006-1 Liquidity Amount, excluding the available amount under such expiring Series
2006-1 Letter of Credit but taking into account any substitute Series 2006-1 Letter of Credit which
has been obtained from a Series 2006-1 Eligible Letter of Credit Provider and is in full force and
effect, on such date, and (y) the amount available to be drawn on such expiring Series 2006-1
Letter of Credit on such date. Upon receipt of such notice by the Trustee on or prior to 10:00
a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City
time) on such Business Day (or, in the case of any notice given to the Trustee after 10:00 a.m.
(New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw
the lesser of the amounts set forth in clauses (x) and (y) above on such expiring Series 2006-1
Letter of Credit by presenting a draft accompanied by a Certificate of Termination Demand and shall
cause the Termination Disbursement to be deposited in the Series 2006-1 Cash Collateral Account.



          If the Trustee does not receive the notice from the Administrator described in the first
paragraph of this Section 3.8(b) on or prior to the date that is two Business Days prior to each
Series 2006-1 Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City
time) on such Business Day draw the full amount of such Series 2006-1 Letter of Credit by
presenting a draft accompanied by a Certificate of Termination Demand and shall cause the
Termination Disbursement to be deposited in the Series 2006-1 Cash Collateral Account.



43









 





          (c) Series 2006-1 Letter of Credit Providers. The Administrator shall notify the
Trustee in writing within one Business Day of becoming aware that (i) the long-term senior
unsecured debt credit rating of any Series 2006-1 Letter of Credit Provider has fallen below “A” as
determined by Standard & Poor’s or “A2” as determined by Moody’s or (ii) the short-term senior
unsecured debt credit rating of any Series 2006-1 Letter of Credit Provider has fallen below “A-1”
as determined by Standard & Poor’s or “P-1” as determined by Moody’s. At such time the
Administrator shall also notify the Trustee of (i) the greater of (A) the excess, if any, of the
Series 2006-1 Required Enhancement Amount over the Series 2006-1 Enhancement Amount, excluding the
available amount under the Series 2006-1 Letter of Credit issued by such Series 2006-1 Letter of
Credit Provider, on such date, and (B) the excess, if any, of the Series 2006-1 Required Liquidity
Amount over the Series 2006-1 Liquidity Amount, excluding the available amount under such Series
2006-1 Letter of Credit, on such date, and (ii) the amount available to be drawn on such Series
2006-1 Letter of Credit on such date. Upon receipt of such notice by the Trustee on or prior to
10:00 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York
City time) on such Business Day (or, in the case of any notice
given to the Trustee after 10:00 a.m. (New York City time), by 12:00 p.m. (New York City
time) on the next following Business Day), draw on such Series 2006-1 Letter of Credit in an amount
equal to the lesser of the amounts in clause (i) and clause (ii) of the immediately preceding
sentence on such Business Day by presenting a draft accompanied by a Certificate of Termination
Demand and shall cause the Termination Disbursement to be deposited in the Series 2006-1 Cash
Collateral Account.



          (d) Draws on the Series 2006-1 Letters of Credit. If there is more than one Series
2006-1 Letter of Credit on the date of any draw on the Series 2006-1 Letters of Credit pursuant to
the terms of this Series Supplement, the Administrator shall instruct the Trustee, in writing, to
draw on each Series 2006-1 Letter of Credit in an amount equal to the LOC Pro Rata Share of the
Series 2006-1 Letter of Credit Provider issuing such Series 2006-1 Letter of Credit of the amount
of such draw on the Series 2006-1 Letters of Credit.



          (e) Establishment of Series 2006-1 Cash Collateral Account. On or prior to the Series
2006-1 Closing Date, BTF shall establish and maintain in the name of the Trustee for the benefit of
the Series 2006-1 Noteholders, or cause to be established and maintained, an account (the
“Series 2006-1 Cash Collateral Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2006-1 Noteholders. The Series
2006-1 Cash Collateral Account shall be maintained (i) with a Qualified Institution, or (ii) as a
segregated trust account with the corporate trust department of a depository institution or trust
company having corporate trust powers and acting as trustee for funds deposited in the Series
2006-1 Cash Collateral Account; provided that, if at any time such Qualified Institution is
no longer a Qualified Institution or the credit rating of any securities issued by such depository
institution or trust company shall be reduced to below “BBB-” by S&P or “Baa3” by Moody’s, then BTF
shall, within 30 days of such reduction, establish a new Series 2006-1 Cash Collateral Account with
a new Qualified Institution or a new segregated trust account with the corporate trust department
of a depository institution or trust company having corporate trust powers and acting as trustee
for funds deposited in the Series 2006-1 Cash Collateral Account. If a new Series 2006-1 Cash
Collateral Account is established, BTF shall instruct the Trustee in writing to transfer all cash
and investments from the non-qualifying Series 2006-1 Cash Collateral Account into the new Series
2006-1 Cash Collateral Account. Initially, the Series 2006-1 Cash Collateral


44









 







Account shall be
established with The Bank of New York Trust Company, N.A.; provided that if the Series
2006-1 Cash Collateral Account is established with any other institution, BTF shall cause such
institution to enter into an agreement in form and substance reasonably satisfactory to the
Administrative Agent establishing “control” within the meaning of Section 8-106 of the New York UCC
by the Trustee over the Series 2006-1 Cash Collateral Account, including agreements by such
institution to (i) to act as the securities intermediary (as defined in Section 8-102(a)(14) of the
New York UCC) with respect to the Series 2006-1 Cash Collateral Account; (ii) that each item of
property (whether investment property, financial asset, security, instrument or cash) credited to
the Series 2006-1 Cash Collateral Account shall be treated as a financial asset (as defined in
Section 8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement order (as defined
in Section 8-102(a)(8) of the New York UCC) issued by the Trustee without further consent of BTF.



          (f) Administration of the Series 2006-1 Cash Collateral Account. BTF may instruct (by
standing instructions or otherwise) the institution maintaining the Series 2006-1 Cash
Collateral Account to invest funds on deposit in the Series 2006-1 Cash Collateral Account
from time to time in Permitted Investments; provided, however, that any such
investment shall mature not later than the Business Day prior to the Distribution Date following
the date on which such funds were received, unless any Permitted Investment held in the Series
2006-1 Cash Collateral Account is held with the Paying Agent, in which case such investment may
mature on such Distribution Date so long as such funds shall be available for withdrawal on or
prior to such Distribution Date. All such Permitted Investments will be credited to the Series
2006-1 Cash Collateral Account and any such Permitted Investments that constitute (i) physical
property (and that is not either a United States security entitlement or a security entitlement)
shall be physically delivered to the Securities Intermediary; (ii) United States security
entitlements or security entitlements shall be controlled (as defined in Section 8-106 of the New
York UCC) by the Securities Intermediary pending maturity or disposition, and (iii) uncertificated
securities (and not United States security entitlements) shall be delivered to the Securities
Intermediary by causing the Trustee to become the registered holder of such securities. The
Securities Intermediary shall, at the expense of BTF, take such action as is required to maintain
the Trustee’s security interest in the Permitted Investments credited to the Series 2006-1 Cash
Collateral Account. BTF shall not direct the Securities Intermediary to dispose of (or permit the
disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal
would result in a loss of principal of such Permitted Investment. In the absence of written
investment instructions hereunder, funds on deposit in the Series 2006-1 Cash Collateral Account
shall remain uninvested.



          (g) Earnings from Series 2006-1 Cash Collateral Account. All interest and earnings
(net of losses and investment expenses) paid on funds on deposit in the Series 2006-1 Cash
Collateral Account shall be deemed to be on deposit therein and available for distribution.



          (h) Series 2006-1 Cash Collateral Account Surplus. In the event that the Series
2006-1 Cash Collateral Account Surplus on any Distribution Date (or, after the Series 2006-1 Letter
of Credit Termination Date, on any date) is greater than zero, the Trustee, acting in accordance
with the written instructions of the Administrator, shall withdraw from the Series 2006-1 Cash
Collateral Account an amount equal to the Series 2006-1 Cash Collateral Account Surplus and shall
pay such amount: first, to the Series 2006-1 Letter of Credit Providers to the



45









 







extent of
any unreimbursed drawings under the related Series 2006-1 Reimbursement Agreement, for application
in accordance with the provisions of the related Series 2006-1 Reimbursement Agreement, and,
second, to BTF any remaining amount.



          (i) Termination of Series 2006-1 Cash Collateral Account. Upon the termination of
this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the
written instructions of the Administrator, after the prior payment of all amounts owing to the
Series 2006-1 Noteholders and payable from the Series 2006-1 Cash Collateral Account as provided
herein, shall withdraw from the Series 2006-1 Cash Collateral Account all amounts on deposit
therein (to the extent not withdrawn pursuant to Section 3.8(h) above) and shall pay such amounts:
first, to the Series 2006-1 Letter of Credit Providers to the extent of any unreimbursed
drawings under the related Series 2006-1 Reimbursement Agreement, for application in accordance
with the provisions of the related Series 2006-1 Reimbursement Agreement, and, second, to
BTF any remaining amount.



          (j) Termination Date Demands on the Series 2006-1 Letters of Credit. Prior to 10:00
a.m. (New York City time) on the Business Day immediately succeeding the Series 2006-1 Letter of
Credit Termination Date, the Administrator shall determine the Series 2006-1 Demand Note Payment
Amount as of the Series 2006-1 Letter of Credit Termination Date. If the Series 2006-1 Demand Note
Payment Amount is greater than zero, then the Administrator shall instruct the Trustee in writing
to draw on the Series 2006-1 Letters of Credit prior to 11:00 a.m. (New York City time) on such
Business Day. Upon receipt of any such notice by the Trustee on or prior to 11:00 a.m. (New York
City time) on a Business Day, the Trustee shall, by 12:00 noon (New York City time) on such
Business Day draw an amount equal to the lesser of (i) the excess of the Series 2006-1 Demand Note
Payment Amount over the Series 2006-1 Available Reserve Account Amount (prior to giving effect to
any transfer to the Series 2006-1 Cash Collateral Account pursuant to Section 3.7(e) on such date)
and (ii) the Series 2006-1 Letter of Credit Liquidity Amount on the Series 2006-1 Letters of Credit
by presenting to each Series 2006-1 Letter of Credit Provider a draft accompanied by a Certificate
of Termination Date Demand; provided, however, that if the Series 2006-1 Cash
Collateral Account has been established and funded, the Trustee shall draw an amount equal to the
product of (a) 100% minus the Series 2006-1 Cash Collateral Percentage and (b) the lesser
of the amounts referred to in clause (i) or (ii) on such Business Day on the Series 2006-1 Letters
of Credit as calculated by the Administrator and provided in writing to the Trustee. The Trustee
shall cause the Termination Date Disbursement to be deposited in the Series 2006-1 Cash Collateral
Account.



          Section 3.9 Series 2006-1 Distribution Account.



          (a) Establishment of Series 2006-1 Distribution Account. The Trustee shall establish
and maintain in the name of the Trustee for the benefit of the Series 2006-1 Noteholders, or cause
to be established and maintained, an account (the “Series 2006-1 Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are held for the benefit
of the Series 2006-1 Noteholders. The Series 2006-1 Distribution Account shall be maintained (i)
with a Qualified Institution, or (ii) as a segregated trust account with the corporate trust
department of a depository institution or trust company having corporate trust powers and acting as
trustee for funds deposited in the Series 2006-1 Distribution Account; provided that, if at
any time such Qualified Institution is no longer a Qualified Institution or the



46









 







credit rating of
any securities issued by such depositary institution or trust company shall be reduced to below
“BBB-” by S&P or “Baa3” by Moody’s, then BTF shall, within 30 days of such reduction, establish a
new Series 2006-1 Distribution Account with a new Qualified Institution. If the Series 2006-1
Distribution Account is not maintained in accordance with the previous sentence, BTF shall
establish a new Series 2006-1 Distribution Account, within ten (10) Business Days after obtaining
knowledge of such fact, which complies with such sentence, and shall instruct the Trustee in
writing to transfer all cash and investments from the non-qualifying Series 2006-1 Distribution
Account into the new Series 2006-1 Distribution Account. Initially, the Series 2006-1 Distribution
Account shall be established with The Bank of New York Trust Company, N.A.; provided that
if the Series 2006-1 Distribution Account is established with any other institution, BTF shall
cause such institution to enter into an agreement in form and substance reasonably satisfactory to
the Administrative Agent establishing “control” within the meaning of Section 8-106 of the New York
UCC by the Trustee over the Series 2006-1
Distribution Account, including agreements by such institution to (i) to act as the securities
intermediary (as defined in Section 8-102(a)(14) of the New York UCC) with respect to the Series
2006-1 Distribution Account; (ii) that each item of property (whether investment property,
financial asset, security, instrument or cash) credited to the Series 2006-1 Cash Collateral
Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York
UCC) and (iii) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New
York UCC) issued by the Trustee without further consent of BTF.



          (b) Administration of the Series 2006-1 Distribution Account. The Administrator may
instruct the institution maintaining the Series 2006-1 Distribution Account to invest funds on
deposit in the Series 2006-1 Distribution Account from time to time in Permitted Investments;
provided, however, that any such investment shall mature not later than the
Business Day prior to the Distribution Date following the date on which such funds were received,
unless any Permitted Investment held in the Series 2006-1 Distribution Account is held with the
Paying Agent, then such investment may mature on such Distribution Date and such funds shall be
available for withdrawal on or prior to such Distribution Date. All such Permitted Investments
will be credited to the Series 2006-1 Distribution Account and any such Permitted Investments that
constitute (i) physical property (and that is not either a United States security entitlement or a
security entitlement) shall be physically delivered to the Securities Intermediary; (ii) United
States security entitlements or security entitlements shall be controlled (as defined in Section
8-106 of the New York UCC) by the Securities Intermediary pending maturity or disposition, and
(iii) uncertificated securities (and not United States security entitlements) shall be delivered to
the Securities Intermediary by causing the Securities Intermediary to become the registered holder
of such securities.



          (c) Earnings from Series 2006-1 Distribution Account. All interest and earnings (net
of losses and investment expenses) paid on funds on deposit in the Series 2006-1 Distribution
Account shall be deemed to be on deposit and available for distribution.



          (d) Series 2006-1 Distribution Account Constitutes Additional Collateral for Series 2006-1
Notes. In order to secure and provide for the repayment and payment of the Note Obligations
with respect to the Series 2006-1 Notes, BTF hereby grants a security interest in and assigns,
pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2006-1
Noteholders, all of BTF’s right, title and interest in and to the following (whether now or



47









 







hereafter existing or acquired): (i) the Series 2006-1 Distribution Account, including any
security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all
certificates and instruments, if any, representing or evidencing any or all of the Series 2006-1
Distribution Account or the funds on deposit therein from time to time; (iv) all investments made
at any time and from time to time with monies in the Series 2006-1 Distribution Account, whether
constituting securities, instruments, general intangibles, investment property, financial assets or
other property; (v) all interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for the Series 2006-1
Distribution Account, the funds on deposit therein from time to time or the investments made with
such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation,
cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the
“Series 2006-1 Distribution Account Collateral”). The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Series 2006-1
Distribution Account and in and to all proceeds thereof, and shall be the only person
authorized to originate entitlement orders in respect of the Series 2006-1 Distribution Account.
The Series 2006-1 Distribution Account Collateral shall be under the sole dominion and control of
the Trustee for the benefit of the Series 2006-1 Noteholders. The Securities Intermediary hereby
agrees (i) to act as the securities intermediary (as defined in Section 8-102(a)(14) of the New
York UCC) with respect to the Series 2006-1 Distribution Account; (ii) that each item of property
(whether investment property, financial asset, security, instrument or cash) credited to the Series
2006-1 Distribution Account shall be treated as a financial asset (as defined in Section
8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement order (as defined in
Section 8-102(a)(8) of the New York UCC) issued by the Trustee without further consent of BTF.



          Section 3.10 Series 2006-1 Demand Notes Constitute Additional Collateral for Series 2006-1
Notes. In order to secure and provide for the repayment and payment of the obligations with
respect to the Series 2006-1 Notes, BTF hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Trustee, for the benefit of the Series 2006-1 Noteholders,
all of BTF’s right, title and interest in and to the following (whether now or hereafter existing
or acquired): (i) the Series 2006-1 Demand Notes; (ii) all certificates and instruments, if any,
representing or evidencing the Series 2006-1 Demand Notes; and (iii) all proceeds of any and all of
the foregoing, including, without limitation, cash. On the date hereof, BTF shall deliver to the
Trustee, for the benefit of the Series 2006-1 Noteholders, each Series 2006-1 Demand Note, endorsed
in blank. The Trustee, for the benefit of the Series 2006-1 Noteholders, shall be the only Person
authorized to make a demand for payments on the Series 2006-1 Demand Notes.



          Section 3.11 Series 2006-1 Interest Rate Hedges.



          (a) On or before the thirtieth day following the Series 2006-1 Closing Date, BTF shall enter
into one or more interest rate protection agreements (each a “Series 2006-1 Interest Rate
Hedge”) in form and substance acceptable to the Administrative Agent, from a Qualified Interest
Rate Hedge Counterparty, having an aggregate notional amount at least equal to the Series 2006-1
Invested Amount.



48









 





          (b) On each Distribution Date, the aggregate notional amount of all Series 2006-1 Interest
Rate Hedges with Qualified Interest Rate Hedge Counterparties or with Counterparties who, if they
are not Qualified Interest Rate Hedge Counterparties, shall have complied with their obligations
described in Section 3.11(c), maintained by BTF shall be at least equal to the Series 2006-1
Invested Amount on such Distribution Date, after giving effect to any payments of principal made
pursuant to Section 3.5(e) on such Distribution Date.



          (c) If, at any time, an Interest Rate Hedge Counterparty is not a Qualified Interest Rate
Hedge Counterparty, then BTF shall cause the Interest Rate Hedge Counterparty within 30 days
following such occurrence, at the Interest Rate Hedge Counterparty’s expense, to do one of the
following (the choice of such action to be determined by the Interest Rate Hedge Counterparty) (i)
obtain a replacement interest rate hedge on the same terms as the Series 2006-1 Interest Rate Hedge
from a Qualified Interest Rate Hedge Counterparty and simultaneously with
such replacement BTF shall terminate the Series 2006-1 Interest Rate Hedge being replaced,
(ii) obtain a guaranty from, or contingent agreement of, another person who qualifies as a
Qualified Interest Rate Hedge Counterparty to honor the Interest Rate Hedge Counterparty’s
obligations under the Series 2006-1 Interest Rate Hedge in form and substance satisfactory to the
Administrative Agent or (iii) post and maintain collateral satisfactory to the Administrative
Agent; provided that no termination of the Series 2006-1 Interest Rate Hedge shall occur
until BTF has entered into a replacement Interest Rate Hedge. Each Series 2006-1 Interest Rate
Hedge must provide that if the Interest Rate Hedge Counterparty is required to take any of the
actions described in clauses (i), (ii) or (iii) of the preceding sentence and such action is not
taken within 30 days, then the Interest Rate Hedge Counterparty must, until a replacement Series
2006-1 Interest Rate Hedge is executed and in effect, collateralize its obligations under such
Series 2006-1 Interest Rate Hedge in an amount equal to the greatest of (i) the marked to market
value of such Series 2006-1 Interest Rate Hedge, (ii) the next payment due from the Interest Rate
Hedge Counterparty and (iii) 1% of the notional amount of such Series 2006-1 Interest Rate Hedge.



          (d) To secure payment of all obligations to the Series 2006-1 Noteholders, BTF grants a
security interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 2006-1 Noteholders, all of BTF’s right, title and interest in the Series
2006-1 Interest Rate Hedges and all proceeds thereof (the “Series 2006-1 Interest Rate Hedge
Collateral”). BTF shall require all Series 2006-1 Interest Rate Hedge Proceeds to be paid to,
and the Trustee shall allocate all Series 2006-1 Interest Rate Hedge Proceeds to, the Series 2006-1
Accrued Interest Account of the Series 2006-1 Collection Account.



ARTICLE IV




AMORTIZATION EVENTS




          In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any of
the following shall be an Amortization Event with respect to the Series 2006-1 Notes and
collectively shall constitute the Amortization Events set forth in Section 9.1(1) of the Base
Indenture with respect to the Series 2006-1 Notes (without notice or other action on the part of
the Trustee or any holders of the Series 2006-1 Notes):



49









 






     (a) a Series 2006-1 Enhancement Deficiency shall occur and continue for at least two
(2) Business Days; provided, however, that such event or condition shall not
be an Amortization Event if during such two (2) Business Day period such Series 2006-1
Enhancement Deficiency shall have been cured in accordance with the terms and conditions of
the Indenture and the Related Documents;




     (b) the Series 2006-1 Liquidity Amount shall be less than the Series 2006-1 Required
Liquidity Amount for at least two (2) Business Days; provided, however, that
such event or condition shall not be an Amortization Event if during such two (2) Business
Day period such insufficiency shall have been cured in accordance with the terms and
conditions of the Indenture and the Related Documents;




     (c) the Collection Account, the Series 2006-1 Collection Account, the Series 2006-1
Principal Subaccount, the Series 2006-1 Accrued Interest Account, the Series 2006-1
Distribution Account or the Series 2006-1 Reserve Account shall be subject to an injunction,
estoppel or other stay or a Lien (other than Liens permitted under the Related Documents);




     (d) the Series 2006-1 Invested Amount shall not have been reduced to zero on or prior
to the Series 2006-1 Termination Date;




     (e) any Series 2006-1 Letter of Credit shall not be in full force and effect for at
least two (2) Business Days and either (x) a Series 2006-1 Enhancement Deficiency would
result from excluding such Series 2006-1 Letter of Credit from the Series 2006-1 Enhancement
Amount or (y) the Series 2006-1 Liquidity Amount, excluding therefrom the available amount
under such Series 2006-1 Letter of Credit, would be less than the Series 2006-1 Required
Liquidity Amount;




     (f) from and after the funding of the Series 2006-1 Cash Collateral Account, the Series
2006-1 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or
a Lien (other than Liens permitted under the Related Documents) for at least two (2)
Business Days and either (x) a Series 2006-1 Enhancement Deficiency would result from
excluding the Series 2006-1 Available Cash Collateral Account Amount from the Series 2006-1
Enhancement Amount or (y) the Series 2006-1 Liquidity Amount, excluding therefrom the Series
2006-1 Available Cash Collateral Account, would be less than the Series 2006-1 Required
Liquidity Amount;




     (g) an Event of Bankruptcy shall have occurred with respect to any Series 2006-1 Letter
of Credit Provider or any Series 2006-1 Letter of Credit Provider repudiates its Series
2006-1 Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series
2006-1 Enhancement Deficiency would result from excluding such Series 2006-1 Letter of
Credit from the Series 2006-1 Enhancement Amount or (y) the Series 2006-1 Liquidity Amount,
excluding therefrom the available amount under such Series 2006-1 Letter of Credit, would be
less than the Series 2006-1 Required Liquidity Amount;



50









 






     (h) a Borrowing Base Deficiency shall occur and continue for at least seven (7) days;




     (i) BTF fails to maintain the Series 2006-1 Interest Rate Hedges in accordance with
Sections 3.11(a) and (b) and the Related Documents for at least two Business Days;




     (j) BTF defaults in the payment of any amount payable hereunder when the same becomes
due and payable or fails to make any deposits required hereunder and, in any such case, such
default continues for a period of two (2) Business Days




     (k) On or before the 45th day following the Series 2006-1 Closing Date, the
Certificates of Title to all of the BTF Trucks that are Eligible Trucks subject to the lien
of the Indenture, shall not be in the possession of the Administrator as agent of the
Trustee
pursuant to Section 2(b) of the Administration Agreement with the title of BTF and the
lien of the Trustee in each case noted thereon;




     (l) BTF fails to deliver the Agreed Upon Procedures Letter pursuant to Section 7.2(c)
to the Administrative Agent within 45 days of the Series 2006-1 Closing Date; or




     (m) BTF fails to obtain and deliver to the Trustee and Administrative Agent, within six
weeks of the Closing Date, evidence of confirmation of qualification of BTF to do business
in each State in the United States of America and the District of Columbia in the form as
issued by each such State and the District of Columbia.



          In the case of an event described in (i), (j), (k), (l) or (m), an Amortization Event with
respect to the Series 2006-1 Notes shall have occurred with respect to the Series 2006-1 Notes only
if the Trustee or the Series 2006-1 Required Noteholders declare that an Amortization Event has
occurred. In the case of an event described in the (a), (b), (c), (d), (e), (f), (g), or (h), an
Amortization Event with respect to the Series 2006-1 Notes shall have occurred without any notice
or other action on the part of the Trustee or any Series 2006-1 Noteholders, immediately upon the
occurrence of such event.



          Upon the occurrence of an Amortization Event with respect to the Series 2006-1 Notes, (i)
interest shall accrue on such amounts at the Alternate Base Rate plus 2% per annum on all unpaid
principal of the Series 2006-1 Notes, together with all accrued and unpaid interest thereon and
other amounts payable hereunder and (ii) all Collections shall be allocated and distributed to the
Series 2006-1 Noteholders in accordance with Article III hereof.



ARTICLE V




CONDITIONS PRECEDENT




          Section 5.1 Conditions Precedent to Effectiveness of Series Supplement. This Series
Supplement shall become effective on the date (the “Effective Date”) on which the following
conditions precedent have been satisfied:



51









 






     (a) Documents. The Administrative Agent shall have received copies for each CP
Conduit Purchaser and the Funding Agent and the APA Banks with respect to such CP Conduit
Purchaser, each executed and delivered in form and substance satisfactory to it of (i) the
Base Indenture, executed by a duly authorized officer of each of BTF and the Trustee, (ii)
this Series Supplement, executed by a duly authorized officer of each of BTF, the
Administrator, the Trustee, the Administrative Agent, the Funding Agents, the CP Conduit
Purchasers and the APA Banks, (iii) the Fee Letter, executed by a duly authorized officer of
BTF, (iv) the BTF Lease, executed by a duly authorized officer of each of BTR, the
Guarantor, the Administrator and BTF, (v) the Administration Agreement, executed by a duly
authorized officer of each of BTF, the Administrator and the Trustee, and (vi) the
Collection Account Control Agreement, executed by a duly authorized officer of each of the
parties thereto.




     (b) Corporate Documents; Proceedings of BTF, the Administrator, Lessee and the
Guarantor. The Administrative Agent shall have received, with a copy for each CP
Conduit Purchaser and the Funding Agent and the APA Banks with respect to such CP Conduit
Purchaser, from BTF, the Administrator, BTR, and the Guarantor true and complete copies of:




     (i) to the extent applicable, the certificate of incorporation or certificate
of formation, including all amendments thereto, of such Person, certified as of a
recent date by the Secretary of State or other appropriate authority of the state of
incorporation or organization, as the case may be, and a certificate of compliance,
of status or of good standing, as and to the extent applicable, of each such Person
as of a recent date, from the Secretary of State or other appropriate authority of
such jurisdiction;




     (ii) a certificate of the Secretary or an Assistant Secretary of such Person,
dated on or prior to the Effective Date and certifying (A) that attached thereto is
a true and complete copy of the bylaws, limited liability company agreement or
partnership agreement of such Person, as the case may be, as in effect on the Series
2006-1 Closing Date and at all times since a date prior to the date of the
resolutions described in clause (B) below, (B) that attached thereto is a true and
complete copy of the resolutions, in form and substance reasonably satisfactory to
each Funding Agent, of the Board of Directors or Managers of such Person or
committees thereof authorizing the execution, delivery and performance of this
Series Supplement and the Related Documents to which it is a party and the
transactions contemplated thereby, and that such resolutions have not been amended,
modified, revoked or rescinded and are in full force and effect, (C) that the
certificate of incorporation or certificate of formation of such Person has not been
amended since the date of the last amendment thereto shown on the certificate of
good standing (or its equivalent) furnished pursuant to clause (i) above and (D) as
to the incumbency and specimen signature of each officer or authorized signatory
executing this Series Supplement and the Related Documents or any other document
delivered in connection herewith or therewith on behalf of such Person; and



52









 






     (iii) a certificate of another officer as to the incumbency and specimen
signature of the Secretary or Assistant Secretary executing the certificate pursuant
to clause (ii) above.




     (c) Representations and Warranties. All representations and warranties of each
of BTF, the Administrator, BTR, and the Guarantor contained in the Indenture and each of the
Related Documents shall be true and correct as of the Series 2006-1 Closing Date.




     (d) No Amortization Event or Potential Amortization Event. No Amortization
Event or Potential Amortization Event in respect of the Series 2006-1 Notes or any other
Series of Notes shall exist and, after giving effect to the issuance of the Series 2006-1
Notes, no Amortization Event or Potential Amortization Event shall exist.




     (e) Series 2006-1 Enhancement Deficiency. After giving effect to the issuance
of the Series 2006-1 Notes, no Series 2006-1 Enhancement Deficiency shall exist.




     (f) Lien Searches. The Administrative Agent shall have received a written
search report listing all effective financing statements that name BTF or BTR as debtor or
assignor and that are filed in the State of Delaware and in any other jurisdictions that the
Administrative Agent determines are necessary or appropriate, together with copies of such
financing statements, and tax and judgment lien searches showing no such liens that are not
permitted by the Base Indenture, this Series Supplement or the Related Documents.




     (g) Legal Opinions. The Administrative Agent shall have received, with a
counterpart addressed to each CP Conduit Purchaser and the Funding Agent, the Program
Support Provider and the APA Banks with respect to such CP Conduit Purchaser and the
Trustee, opinions of counsel required by Section 2.2(b) of the Base Indenture and opinions
of counsel with respect to such other matters as may be reasonably requested by any Funding
Agent, in form and substance reasonably acceptable to the addressees thereof and their
counsel.




     (h) Fees and Expenses. Each Funding Agent with respect to a CP Conduit
Purchaser shall have received payment of all fees, out-of-pocket expenses and other amounts
due and payable to such CP Conduit Purchaser or the APA Banks with respect to such CP
Conduit Purchaser on or before the Effective Date.




     (i) Establishment of Accounts. The Administrative Agent shall have received
written evidence reasonably satisfactory to it that the Collection Account (and the Series
2006-1 Collection Account, the Series 2006-1 Reserve Account, Series 2006-1 Principal
Subaccount and the Series 2006-1 Accrued Interest Account as administrative subaccounts
within the Collection Account) and the Series 2006-1 Distribution Account shall have been
established in accordance with the terms and provisions of the Indenture.




     (j) Opinion. The Administrative Agent shall have received, with a counterpart
addressed to each CP Conduit Purchaser and the Funding Agent, the Program



53









 







Support Provider
and the APA Banks with respect such CP Conduit Purchaser, an opinion of counsel to the
Trustee as to the due authorization, execution and delivery by the Trustee of this Series
Supplement and the due execution, authentication and delivery by the Trustee of the Series
2006-1 Notes.




     (k) Truck Schedules. The Administrative Agent shall have received a copy of
Attachment A and Attachment B to the BTF Lease at least two Business Days prior to the
Series 2006-1 Closing Date.




     (l) Commercial Paper Ratings. The Administrative Agent shall have received
confirmation of the ratings of the Commercial Paper of each of the CP Conduit Purchasers
requiring such confirmation after giving effect to their respective investments in the
Series 2006-1 Notes.




     (m) Filings. The Administrative Agent shall have received (i) executed
originals of any documents (including, without limitation, financing statements) required to
be filed in each jurisdiction necessary to perfect (A) BTF’s interest in the BTF Trucks and
the related property acquired pursuant to the BTF Lease and (B) the security interest of the
Trustee in the Collateral (other than copies of all documents filed with the appropriate
office within the State of Oklahoma pursuant to the Oklahoma Vehicle License and
Registration Act, Title 47, Okla. Stat. §§1101 et seq., to obtain Certificates of
Title to all BTF Trucks that are Eligible Trucks indicating that BTF holds title to such BTF
Trucks and noting the lien of the Trustee thereon) and (ii) evidence reasonably satisfactory
to it of each such filing and reasonably satisfactory evidence of the payment of any
necessary fee or tax relating thereto.




     (n) Release of Liens. Each Funding Agent shall have received evidence
satisfactory to it of the release of the BTF Trucks from any existing Liens.




     (o) Proceedings. All corporate and other proceedings and all other documents
and legal matters in connection with the transactions contemplated by the Related Documents
shall be satisfactory in form and substance to each Funding Agent and its counsel.



ARTICLE VI




CHANGE IN CIRCUMSTANCES




          Section 6.1 Increased Costs.



          (a) If any Change in Law (except with respect to Taxes which shall be governed by Section 6.2)
shall:




     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Affected Party (except any such reserve requirement reflected in the Adjusted LIBO
Rate); or




54








 





     (ii) impose on any Affected Party or the London interbank market any other condition
affecting the Indenture or the Related Documents or the funding of Eurodollar Tranches by
such Affected Party; and the result of any of the foregoing shall be to increase the cost to
such Affected Party of making, converting into, continuing or maintaining Eurodollar
Tranches (or maintaining its obligation to do so) or to reduce any amount received or
receivable by such Affected Party hereunder or in connection herewith (whether principal,
interest or otherwise), then BTF shall pay to such Affected Party such additional amount or
amounts as will compensate such Affected Party for such additional costs incurred or
reduction suffered.



          (b) If any Affected Party determines that any Change in Law regarding capital requirements has
or would have the effect of reducing the rate of return on such Affected Party’s
capital or the capital of any corporation controlling such Affected Party as a consequence of
its obligations hereunder to a level below that which such Affected Party or such corporation could
have achieved but for such Change in Law (taking into consideration such Affected Party’s or such
corporation’s policies with respect to capital adequacy), then from time to time, BTF shall pay to
such Affected Party such additional amount or amounts as will compensate such Affected Party for
any such reduction suffered.



          (c) A certificate of an Affected Party setting forth the amount or amounts necessary to
compensate such Affected Party as specified in subsections (a) and (b) of this Section 6.1 shall be
delivered to BTF (with a copy to the Administrative Agent and the Funding Agent with respect to
such Affected Party) and shall be conclusive absent manifest error. Any payments made by BTF
pursuant to this Section 6.1 shall be made solely from funds available in the Series 2006-1
Distribution Account for the payment of Article VI Costs, shall be non-recourse other than with
respect to such funds, and shall not constitute a claim against BTF to the extent that insufficient
funds exist to make such payment. The agreements in this Section shall survive the termination of
this Series Supplement and the Base Indenture and the payment of all amounts payable hereunder and
thereunder.



          (d) Failure or delay on the part of an Affected Party to demand compensation pursuant to this
Section 6.1 shall not constitute a waiver of such Affected Party’s right to demand such
compensation; provided that BTF shall not be required to compensate any Affected Party
pursuant to this Section 6.1 for any increased costs or reductions incurred more than 270 days
prior to the date that such Affected Party notifies BTF of the Change in Law giving rise to such
increased costs or reductions and of such Affected Party’s intention to claim compensation
therefor; provided, further, that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 270 day period referred to above shall be
extended to include the period of retroactive effect thereof.



          Section 6.2 Taxes.



          (a) Any and all payments by or on account of any obligation of BTF hereunder shall be made
free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided
that if BTF shall be required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) subject to Section 6.2(c) below, the sum payable shall be increased as necessary so that
after making all required deductions (including deductions



55








 







applicable to additional sums payable
under this Section 6.2) the recipient receives an amount equal to the sum that it would have
received had no such deductions been made, (ii) BTF shall make such deductions and (iii) BTF shall
pay the full amount deducted to the relevant Governmental Authority in accordance with applicable
law.



          (b) In addition, BTF shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.



          (c) BTF shall indemnify the Administrative Agent, each Funding Agent, each Program Support
Provider and each member of each Purchaser Group within the later of 10 days
after written demand therefor and the Distribution Date next following such demand for the
full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Funding
Agent, such Program Support Provider or such member of such Purchaser Group on or with respect to
any payment by or on account of any obligation of BTF hereunder or under the Indenture (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section 6.2) and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided that no Person shall
be indemnified pursuant to this Section 6.2(c) or entitled to receive additional amounts under the
proviso of Section 6.2(a) to the extent that the reason for such indemnification results from the
failure by such Person to comply with the provisions of Section 6.2(e) or (g). A certificate as to
the amount of such payment or liability delivered to BTF by the Administrative Agent, any Funding
Agent, any Program Support Provider or any member of any Purchaser Group shall be conclusive absent
manifest error. Any payments made by BTF pursuant to this Section 6.2 shall be made solely from
funds available in the Series 2006-1 Distribution Account for the payment of Article VI Costs,
shall be non-recourse other than with respect to such funds, and shall not constitute a claim
against BTF to the extent that insufficient funds exist to make such payment. The agreements in
this Section shall survive the termination of this Series Supplement and the Base Indenture and the
payment of all amounts payable hereunder and thereunder.



          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by BTF to a
Governmental Authority, BTF shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.



          (e) The Administrative Agent, each Funding Agent, each member of each Purchaser Group and each
Program Support Provider, if entitled to an exemption from or reduction of an Indemnified Tax or
Other Tax with respect to payments made hereunder or under the Indenture shall (to the extent
legally able to do so) deliver to BTF (with a copy to the Administrative Agent) such properly
completed and executed documentation prescribed by applicable law and reasonably requested by BTF
on the later of (i) 30 Business Days after such request is made and the applicable forms are
provided to the Administrative Agent, such Funding Agent, such member of such Purchaser Group or
such Program Support Provider or (ii) 30 Business Days before prescribed by applicable law as will
permit such payments to be made



56









 







without withholding or with an exemption from or reduction of
Indemnified Taxes or Other Taxes.



          (f) If the Administrative Agent, any Funding Agent, any Program Support Provider or any member
of any Purchaser Group receives a refund solely in respect of Indemnified Taxes or Other Taxes, it
shall pay over such refund to BTF to the extent that it has already received indemnity payments or
additional amounts pursuant to this Section 6.2 with respect to such Indemnified Taxes or Other
Taxes giving rise to the refund, net of all out-of-pocket expenses and without interest (other than
interest paid by the relevant Governmental Authority with respect to such refund);
provided, however, that BTF shall, upon request of the Administrative Agent, such
Funding Agent, such Program Support Provider or such member of
such Purchaser Group, repay such refund (plus interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent, such Funding Agent, such Program
Support Provider or such member of such Purchaser Group if the Administrative Agent, such Funding
Agent, such Program Support Provider or such member of such Purchaser Group is required to repay
such refund to such Governmental Authority. Nothing contained herein shall require the
Administrative Agent, any Funding Agent, any Program Support Provider or any member of any
Purchaser Group to make its tax returns (or any other information relating to its taxes which it
deems confidential) available to BTF or any other Person.



          (g) The Administrative Agent, each Funding Agent, each Program Support Provider and each
member of each Purchaser Group (other than any such entity which is a domestic corporation) shall:




     (i) upon or prior to becoming a party hereto, deliver to BTF and the Administrative
Agent two (2) duly completed copies of IRS Form W-8BEN, W-8ECI or W-9, or successor
applicable forms or documents, as the case may be, establishing a complete exemption from
withholding of United States federal income taxes or backup withholding taxes with respect
to payments under the Series 2006-1 Notes and this Series Supplement;




     (ii) deliver to BTF and the Administrative Agent two (2) further copies of any such
form or certification establishing a complete exemption from withholding of United States
federal income taxes or backup withholding taxes with respect to payments under the Series
2006-1 Notes and this Series Supplement on or before the date that any such form or
certification expires or becomes obsolete and after the occurrence of any event requiring a
change in the most recent form previously delivered by it to BTF; and




     (iii) obtain such extensions of time for filing and completing such forms or
certifications as may reasonably be requested by BTF and the Administrative Agent;


unless, in any such case, any change in treaty, law or regulation has occurred after the Series
2006-1 Closing Date (or, if later, the date the Administrative Agent, such Funding Agent, such
Program Support Provider or such member of such Purchaser Group becomes an indemnified party
hereunder) and prior to the date on which any such delivery would otherwise be required which
renders the relevant form inapplicable or which would prevent the Administrative Agent, such
Funding Agent, such Program Support Provider or such member of such Purchaser Group




57









 







from duly
completing and delivering the relevant form with respect to it, and the Administrative Agent, such
Funding Agent, such Program Support Provider or such member of such Purchaser Group so advises BTF
and the Administrative Agent.




          (h) If a beneficial or equity owner of the Administrative Agent, a Funding Agent, a Program
Support Provider or a member of a Purchaser Group (instead of the Administrative Agent, the Funding
Agent, the Program Support Provider or the member of the Purchaser Group itself) is required under
United States federal income tax law or the terms of a relevant treaty to provide IRS Form W-8BEN,
W-8ECI or W-9, or any successor applicable forms or documents, as the case may be, in order to
claim an exemption from withholding of United States federal income taxes or backup withholding
taxes, then each such beneficial owner
or equity owner shall be considered to be the Administrative Agent, a Funding Agent, a Program
Support Provider or a member of a Purchaser Group for purposes of Section 6.2(g).



          Section 6.3 Break Funding Payments. BTF agrees to indemnify each Purchaser Group and
to hold each Purchaser Group harmless from any loss or expense which such Purchaser Group may
sustain or incur as a consequence of (a) the failure by BTF to accept any Increase or the failure
of the continuation or conversion of a Eurodollar Tranche to occur after BTF has given irrevocable
notice requesting the same in accordance with the provisions of this Series Supplement, (b) the
conversion into or continuation of a Eurodollar Tranche that occurs other than on the last day of
the applicable Eurodollar Period, (c) default by BTF in making any prepayment in connection with a
Decrease after BTF has given irrevocable notice thereof in accordance with the provisions of
Section 2.5 or any Increase not being continued as, or converted into, an Increase under the
Eurodollar Tranche after a request for such an Advance has been made in accordance with the terms
contained herein, or (d) the making of a prepayment of a Eurodollar Tranche (including, without
limitation, any Decrease) prior to the termination of the Eurodollar Period for such Eurodollar
Tranche, as the case may be, or the making of a Decrease on a date other than as specified in any
notice of a Decrease or in a greater amount than contained in any notice of a Decrease. Such
indemnification shall include an amount determined by the Funding Agent with respect to such
Purchaser Group and shall equal (a) in the case of the losses or expenses associated with a
Eurodollar Tranche, either (x) the excess, if any, of (i) such Purchaser Group’s cost of funding
the amount so prepaid or not so borrowed, converted or continued, for the period from the date of
such prepayment or of such failure to borrow, convert or continue to the last day of the Eurodollar
Period (or in the case of a failure to borrow, convert or continue, the Eurodollar Period that
would have commenced on the date of such prepayment or of such failure), as the case may be, over
(ii) the amount of interest earned by such Purchaser Group upon redeployment of an amount of funds
equal to the amount prepaid or not borrowed, converted or continued for a comparable period or (y)
if such Purchaser Group is able to terminate the funding source before its scheduled maturity, any
costs associated with such termination and (b) in the case of the losses or expenses incurred by a
CP Conduit Purchaser, the losses and expenses incurred by such CP Conduit Purchaser in connection
with the liquidation or reemployment of deposits or other funds acquired by such CP Conduit
Purchaser as a result of a failure to accept an Increase, a default in the making of a Decrease or
the making of a Decrease in an amount or on a date not contained in a notice of a Decrease.
Notwithstanding the foregoing, any payments made by BTF pursuant to this subsection shall be made
solely from funds available in the Series 2006-1 Distribution Account for the payment of Article VI
Costs, shall be non-recourse other than with respect to such funds, and shall not constitute a
claim



58









 







against BTF to the extent that such funds are insufficient to make such payment. This
covenant shall survive the termination of this Series Supplement and the Base Indenture and the
payment of all amounts payable hereunder and thereunder. A certificate as to any additional
amounts payable pursuant to the foregoing sentence submitted by any Funding Agent on behalf of a
Purchaser Group to BTF shall be conclusive absent manifest error.



          Section 6.4 Alternate Rate of Interest. If prior to the commencement of any
Eurodollar Period:




     (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate for such Eurodollar Period, or




     (b) the Administrative Agent is advised by any APA Bank that the Adjusted LIBO Rate for
such Eurodollar Period will not adequately and fairly reflect the cost to such APA Bank of
making or maintaining the Eurodollar Tranches during such Eurodollar Period,


then the Administrative Agent shall promptly give telecopy or telephonic notice thereof to BTF and
the Trustee, whereupon until the Administrative Agent notifies BTF and the Trustee that the
circumstances giving rise to such notice no longer exist, the Available APA Bank Funding Amount
with respect to any Purchaser Group (in the case of clause (a) above) or with respect to the
related Purchaser Group (in the case of clause (b) above) shall not be allocated to any Eurodollar
Tranche.




          Section 6.5 Mitigation Obligations. If an Affected Party requests compensation under
Section 6.1, or if BTF is required to pay any additional amount to any Purchaser Group or any
Governmental Authority for the account of any Purchaser Group pursuant to Section 6.2, then, upon
written notice from BTF, such Affected Party or Purchaser Group, as the case may be, shall use
commercially reasonable efforts to designate a different lending office for funding or booking its
obligations hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, which pays a price for such assignment which is acceptable to such
Purchaser Group and its assignee, in the judgment of such Affected Party or Purchaser Group, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 6.1 or
6.2, as the case may be, in the future and (ii) would not subject such Affected Party or Purchaser
Group to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Affected Party or Purchaser Group. BTF hereby agrees to pay all reasonable costs and expenses
incurred by such Affected Party or Purchaser Group in connection with any such designation or
assignment.



ARTICLE VII




REPRESENTATIONS AND WARRANTIES, COVENANTS




          Section 7.1 Representations and Warranties of BTF and the Administrator.



59









 





          (a) BTF and the Administrator each hereby represents and warrants to the Trustee, the
Administrative Agent, each Funding Agent, each CP Conduit Purchaser and each APA Bank that:




     (i) each and every of their respective representations and warranties contained in the
Related Documents is true and correct as of the Series 2006-1 Closing Date and as of the
Series 2006-1 Initial Funding Date and true and correct in all material
respects as of each Increase Date; provided, however, that, with
respect to the representation of BTF in Section 7.14 of the Base Indenture regarding the
notation of the Trustee’s Lien for the benefit of the Secured Parties on the Certificate of
Title for any BTF Truck as of the Series 2006-1 Closing Date, such representation shall be
deemed to be true and correct as of any such date on or before June 25, 2006 so long as the
Titling Procedures with respect to such BTF Truck have been satisfied;




     (ii) as of the Series 2006-1 Closing Date, they have not engaged, in connection with
the offering of the Series 2006-1 Notes, in any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act; and




     (iii) each is solvent and is not the subject of any voluntary or involuntary case or
proceeding seeking liquidation, reorganization or other relief with respect to itself or its
debts under any bankruptcy or insolvency law both before and after giving effect to the
transactions contemplated herein and in the Related Documents; and



          (b) BTF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding
Agent, each CP Conduit Purchaser and each APA Bank that each of the Series 2006-1 Notes has been
duly authorized and executed by BTF, and when duly authenticated by the Trustee and delivered to
the Funding Agents in accordance with the terms of this Series Supplement, will constitute legal,
valid and binding obligations of BTF enforceable in accordance with their terms, except as
enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws relating to
or affecting generally the enforcement of creditors’ rights or by general equitable principles.



          (c) Assuming the accuracy of the representations and warranties of each CP Conduit Purchaser
and APA Bank in Section 10.2, the Series 2006-1 Notes are exempt from registration under Section
4(2) of the Securities Act of 1933, as amended; and



          (d) BTF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding
Agent, each CP Conduit Purchaser and each APA Bank, as of the Series 2006-1 Closing Date, the
Series 2006-1 Initial Funding Date and each Increase Date, that with respect to each BTF Truck
included in the Borrowing Base, the Titling Procedures have been satisfied for such BTF Truck and,
as of any such date on or after June 25, 2006, the Oklahoma Certificate of Title has been issued
for such BTF Truck.



          Section 7.2 Covenants of BTF and the Administrator. BTF and the Administrator hereby
agree, in addition to their obligations hereunder, that:



60









 






     (a) they shall observe in all material respects each and every of their respective
covenants (both affirmative and negative) contained in the Base Indenture and all other
Related Documents to which each is a party;




     (b) they shall afford each Funding Agent with respect to a Purchaser Group, the Trustee
or any representatives of any such Funding Agent or the Trustee access to all
records relating to the BTF Lease and the BTF Trucks at any reasonable time during
regular business hours, upon reasonable prior notice (and with one Business Day’s prior
notice if an Amortization Event with respect to the Series 2006-1 Notes shall have been
deemed to have occurred or shall have been declared to have occurred), for purposes of
inspection and shall permit such Funding Agent, the Trustee or any representative of such
Funding Agent or the Trustee to visit any of BTF’s or the Administrator’s, as the case may
be, offices or properties during regular business hours and as often as may reasonably be
desired to discuss the business, operations, properties, financial and other conditions of
BTF or the Administrator with their respective officers and employees and with their
independent certified public accountants;




     (c) no later than 45 days after the Series 2006-1 Closing Date, they shall provide to
each Funding Agent, a report in form and substance acceptable to the Administrative Agent
from a nationally-recognized auditing firm approved by the Administrative Agent regarding
the performance by such auditing firm of the agreed upon procedures concerning the BTF
Trucks (the “Agreed Upon Procedures Letter”);




     (d) on or before the Distribution Date in May of each year, commencing May 21, 2007,
unless such requirement is waived by the Administrative Agent, they shall provide to each
Funding Agent a report in form and substance acceptable to the Administrative Agent from a
nationally-recognized auditing firm approved by the Administrative Agent regarding the
performance by such auditing firm of the agreed upon procedures concerning the Collateral;




     (e) they shall furnish to the Paying Agent a Monthly Noteholders’ Statement pursuant to
Section 4.1(d) of the Base Indenture with respect to the Series 2006-1 Notes in a form
acceptable to the Administrative Agent;




     (f) they shall promptly provide such additional financial and other information with
respect to the Related Documents, BTF, the Administrator, the Lessee, the Guarantor or the
Related Documents as the Administrative Agent may from time to time reasonably request;




     (g) they shall provide to the Administrative Agent simultaneously with delivery to the
Trustee copies of information furnished to the Trustee or BTF pursuant to the Related
Documents as such information relates to all Series of Notes generally or specifically to
the Series 2006-1 Notes or the Series 2006-1 Collateral. The Administrative Agent shall
distribute to the Funding Agents copies of all information delivered to it pursuant to this
Section 7.2(f); and



61









 






     (h) they shall not agree to any amendment to the Base Indenture or any other Related
Document, which amendment requires the consent of the Requisite Investors, without having
received the prior written consent of the Series 2006-1 Required Noteholders




     (i) that BTF shall cause the Trustee to hold in the State of New York the Series 2006-1
Demand Note and any other Series 2006-1 Collateral that may be perfected by possession in
the State of New York under the New York UCC.



ARTICLE VIII




THE ADMINISTRATIVE AGENT




          Section 8.1 Appointment. Each of the CP Conduit Purchasers, the APA Banks and the
Funding Agents hereby irrevocably designates and appoints the Administrative Agent as the agent of
such Person under this Series Supplement and irrevocably authorizes the Administrative Agent, in
such capacity, to take such action on its behalf under the provisions of this Series Supplement and
to exercise such powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of this Series Supplement, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Series
Supplement, the Administrative Agent shall not have any duties or responsibilities except those
expressly set forth herein, or any fiduciary relationship with any CP Conduit Purchaser, any APA
Bank or any Funding Agent, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Series Supplement or otherwise exist against the
Administrative Agent.



          Section 8.2 Delegation of Duties. The Administrative Agent may execute any of its
duties under this Series Supplement by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.



          Section 8.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in connection with the
Base Indenture, this Series Supplement or any other Related Document (except to the extent that any
of the foregoing are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the CP Conduit Purchasers, the APA Banks or the Funding
Agents for any recitals, statements, representations or warranties made by BTF, the Lessee, the
Guarantor, the Administrator or any officer thereof contained in this Series Supplement or any
other Related Document or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in connection with, this Series
Supplement or any other Related Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Series Supplement, any other Related Document, or for any
failure of any of BTF, the Lessee, the Guarantor or the Administrator to perform its obligations
hereunder or thereunder. The Administrative Agent



62









 







shall not be under any obligation to any CP
Conduit Purchaser, any APA Bank or any Funding Agent to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Series
Supplement, any other Related Document or to inspect the properties, books or records of BTF, the
Lessee, the Guarantor or the Administrator.



          Section 8.4 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to BTF or the Administrator), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent may deem and treat
the registered holder of any Series 2006-1 Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to
take any action under this Series Supplement or any other Related Document unless it shall first
receive such advice or concurrence of the Series 2006-1 Required Noteholders, as it deems
appropriate or it shall first be indemnified to its satisfaction by the Funding Agents against any
and all liability and expense which may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Series Supplement and the other Related Documents in accordance
with a request of the Series 2006-1 Required Noteholders (unless, in the case of any action
relating to the giving of consent hereunder, the giving of such consent requires the consent of all
Series 2006-1 Noteholders), and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the CP Conduit Purchasers, the APA Banks and the Funding Agents.



          Section 8.5 Notice of Administrator Default or Amortization Event or Potential
Amortization Event. The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Amortization Event or Potential Amortization Event or any Administrator
Default unless the Administrative Agent has received written notice from a CP Conduit Purchaser, an
APA Bank, a Funding Agent, BTF or the Administrator referring to the Indenture or this Series
Supplement, describing such Amortization Event or Potential Amortization Event, or Administrator
Default and stating that such notice is a “notice of an Amortization Event or Potential
Amortization Event” or “notice of an Administrator Default,” as the case may be. In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof
to the Funding Agents, the Trustee, BTF and the Administrator. The Administrative Agent shall take
such action with respect to such event as shall be reasonably directed by the Series 2006-1
Required Noteholders, provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such event as it shall deem advisable
in the best interests of the Purchaser Groups.



          Section 8.6 Non-Reliance on the Administrative Agent and Other Purchaser Groups. Each
of the CP Conduit Purchasers, the APA Banks and the Funding Agents expressly acknowledges that
neither the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to it and that no



63









 







act by
the Administrative Agent hereinafter taken, including any review of the affairs of BTF, the Lessee,
the Guarantor or the Administrator shall be deemed to constitute any representation or warranty by
the Administrative Agent to any such Person. Each of the CP Conduit Purchasers, the APA Banks and
the Funding Agents represents to the Administrative Agent that it has, independently and without
reliance upon the Administrative Agent or any other CP Conduit Purchaser, APA Bank or Funding Agent
and based on such documents and information as it has deemed appropriate, made its own appraisal of
and investigation into the business, operations, property, financial and other condition and
creditworthiness of BTF, the Lessee, the Guarantor and the Administrator and made its own decision
to enter into this Series Supplement. Each of the CP Conduit Purchasers, the APA Banks and the
Funding Agents also represents that it will, independently and without reliance upon the
Administrative Agent or any other CP Conduit Purchaser, APA Bank or Funding Agent, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under this Series
Supplement and the other Related Documents, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other condition and
creditworthiness of BTF, the Lessee, the Guarantor and the Administrator. Except for notices,
reports and other documents expressly required to be furnished to the Funding Agents by the
Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to
provide any CP Conduit Purchaser, any APA Bank or any Funding Agent with any credit or other
information concerning the business, operations, property, condition (financial or otherwise),
prospects or creditworthiness of BTF, the Lessee, the Guarantor or the Administrator which may come
into the possession of the Administrative Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.



          Section 8.7 Indemnification. Each of the APA Banks in a Purchaser Group agrees to
indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by BTF and
the Administrator and without limiting the obligation of BTF and the Administrator to do so),
ratably according to their respective Commitment Percentages in effect on the date on which
indemnification is sought under this Section 8.7 (or if indemnification is sought after the date
upon which the Commitments shall have terminated and the Purchaser Group Invested Amounts shall
have been reduced to zero, ratably in accordance with their Commitment Percentages immediately
prior to such date of payment) from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of this Series Supplement, any of the other Related
Documents or any documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or
in connection with any of the foregoing; provided that no APA Bank or Funding Agent
shall be liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a
final and nonappealable decision of a court of competent jurisdiction to have resulted from the
Administrative Agent’s gross negligence or willful misconduct. The agreements in this Section
shall survive the payment of all amounts payable hereunder.



64









 





          Section 8.8 The Administrative Agent in Its Individual Capacity. The Administrative
Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind
of business with BTF, the Administrator or any of their Affiliates as though the Administrative
Agent were not the Administrative Agent hereunder. With respect to any Series 2006-1 Note held by
the Administrative Agent, the Administrative Agent shall have the same rights and powers under this
Series Supplement and the other Related Documents as any APA Bank or Funding Agent and may exercise
the same as though it were not the Administrative Agent, and the terms “APA Bank,” and “Funding
Agent” shall include the Administrative Agent in its individual capacity.



          Section 8.9 Resignation of Administrative Agent; Successor Administrative Agent. The
Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to
the Funding Agents, the Trustee, BTF and the Administrator. If DBSI shall resign as Administrative
Agent under this Series Supplement, then the Series 2006-1 Required Noteholders shall appoint a
successor administrative agent from among the Funding Agents, which successor administrative agent
shall be approved by BTF and the Administrator (which approval shall not be unreasonably withheld
or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective
upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties
as Administrative Agent shall be terminated, without any other or further act or deed on the part
of such former Administrative Agent or any of the parties to this Series Supplement. If no
successor administrative agent has accepted appointment as Administrative Agent by the date which
is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become effective and the
Administrator shall assume and perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Series 2006-1 Required Noteholders appoint a successor agent as
provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent,
the provisions of Section 2.7 and this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this Series Supplement.



ARTICLE IX




THE FUNDING AGENTS




          Section 9.1 Appointment. Each CP Conduit Purchaser and each APA Bank with respect to such CP Conduit Purchaser
hereby irrevocably designates and appoints the Funding Agent set forth next to such CP Conduit
Purchaser’s name on Schedule I as the agent of such Person under this Series Supplement and
irrevocably authorizes such Funding Agent, in such capacity, to take such action on its behalf
under the provisions of this Series Supplement and to exercise such powers and perform such duties
as are expressly delegated to such Funding Agent by the terms of this Series Supplement, together
with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Series Supplement, each Funding Agent shall not have any duties or
responsibilities except those expressly set forth herein, or any fiduciary relationship with any CP
Conduit Purchaser or APA



65









 







Bank and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Series Supplement or otherwise exist against
each Funding Agent.



          Section 9.2 Delegation of Duties. Each Funding Agent may execute any of its duties
under this Series Supplement by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. Each Funding Agent shall not
be responsible to the CP Conduit Purchaser or any APA Bank in its Purchaser Group for the
negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.



          Section 9.3 Exculpatory Provisions. Each Funding Agent and any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall not be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in connection with the
Base Indenture, this Series Supplement or any other Related Document (except to the extent that any
of the foregoing are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the CP Conduit Purchasers and/or APA Banks for any
recitals, statements, representations or warranties made by BTF, the Lessee, the Guarantor, the
Administrator, the Administrative Agent, or any officer thereof contained in this Series Supplement
or any other Related Document or in any certificate, report, statement or other document referred
to or provided for in, or received by such Funding Agent under or in connection with, this Series
Supplement or any other Related Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Series Supplement, any other Related Document, or for any
failure of any of BTF, the Lessee, the Guarantor, the Administrative Agent, or the Administrator to
perform its obligations hereunder or thereunder. Each Funding Agent shall not be under any
obligation to the CP Conduit Purchaser or any APA Bank in its Purchaser Group to ascertain or to
inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Series Supplement, any other Related Document or to inspect the properties, books or
records of BTF, the Lessee, the Guarantor, the Administrative Agent, or the Administrator.



          Section 9.4 Reliance by Each Funding Agent. Each Funding Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including, without limitation, counsel to BTF or the
Administrator), independent accountants and other experts selected by such Funding Agent. Each
Funding Agent shall be fully justified in failing or refusing to take any action under this Series
Supplement or any other Related Document unless it shall first receive such advice or concurrence
of the Related Purchaser Group, as it deems appropriate or it shall first be indemnified to its
satisfaction by the Related Purchaser Group against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action.



          Section 9.5 Notice of Administrator Default or Amortization Event or Potential
Amortization Event. Each Funding Agent shall not be deemed to have knowledge or notice of the
occurrence of any Amortization Event or Potential Amortization Event or any Administrator



66









 







Default
unless such Funding Agent has received written notice from a CP Conduit Purchaser, an APA Bank,
BTF, the Administrative Agent or the Administrator referring to the Indenture or this Series
Supplement, describing such Amortization Event or Potential Amortization Event, or Administrator
Default and stating that such notice is a “notice of an Amortization Event or Potential
Amortization Event” or “notice of an Administrator Default,” as the case may be. In the event that
any Funding Agent receives such a notice, such Funding Agent shall give notice thereof to the CP
Conduit Purchaser and APA Banks in its Purchaser Group. Such Funding Agent shall take such action
with respect to such event as shall be reasonably directed by the CP Conduit Purchaser and APA
Banks in its Purchaser Group, provided that unless and until such Funding Agent shall have received
such directions, such Funding Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such event as it shall deem advisable in the best
interests of the CP Conduit Purchaser and APA Banks in its Purchaser Group.



          Section 9.6 Non-Reliance on Each Funding Agent and Other Purchaser Groups. Each CP
Conduit Purchaser and each of the related APA Banks expressly acknowledge that neither its Funding
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by such Funding Agent hereinafter
taken, including any review of the affairs of BTF, the Lessee, the Guarantor, the Administrative
Agent, or the Administrator shall be deemed to constitute any representation or warranty by such
Funding Agent to any such Person. Each CP Conduit Purchaser and each of the related APA Banks
represents to its Funding Agent that it has, independently and without reliance upon such Funding
Agent and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property, financial and other
condition and creditworthiness of BTF, the Lessee, the Guarantor, the Administrative Agent, and the
Administrator and made its own decision to enter into this Series Supplement. Each CP Conduit
Purchaser and each of the related APA Banks also represents that it will, independently and without
reliance upon its Funding Agent and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Series Supplement and the other Related Documents, and to
make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial and other
conditions and creditworthiness of BTF, the Lessee, the Guarantor, the Administrative Agent, and
the Administrator.



          Section 9.7 Indemnification. Each APA Bank in a Purchaser Group agrees to indemnify
its Funding Agent in its capacity as such (to the extent not reimbursed by BTF and the
Administrator and without limiting the obligation of BTF and the Administrator to do so), ratably
according to its respective APA Bank Percentage in effect on the date on which indemnification is
sought under this Section 9.7 (or if indemnification is sought after the date upon which the
Commitments shall have been terminated, ratably in accordance with its APA Bank Percentage at the
time of termination) from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time be imposed on, incurred by or asserted against such Funding Agent in any way
relating to or arising out of this Series Supplement, any of the other Related Documents or any
documents contemplated by or referred to herein or therein or the transactions contemplated hereby
or thereby or any action taken or omitted by such Funding



67









 







Agent under or in connection with any of
the foregoing; provided that no APA Bank shall be liable for the payment of any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such related Funding Agent’s gross negligence or
willful misconduct. The agreements in this Section shall survive the payment of all amounts
payable hereunder.



ARTICLE X




GENERAL




          Section 10.1 Successors and Assigns.



          (a) This Series Supplement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that BTF may not assign or transfer any
of its rights under this Series Supplement without the prior written consent of all of the Series
2006-1 Noteholders, no CP Conduit Purchaser may assign or transfer any of its rights under this
Series Supplement other than in accordance with the Asset Purchase Agreement with respect to such
CP Conduit Purchaser or otherwise to the APA Bank with respect to such CP Conduit Purchaser or a
Program Support Provider with respect to such CP Conduit Purchaser or pursuant to clause (b) or (e)
below of this Section 10.1 and no APA Bank may assign or transfer any of its rights or obligations
under this Series Supplement except to a Program Support Provider or pursuant to clause (c), (d) or
(e) below of this Section 10.1. Notwithstanding anything to the contrary set forth herein or any
Related Document, any CP Conduit Purchaser may at any time, without the consent of BTF, transfer
and assign all or a portion of the Purchaser Group Invested Amount with respect to such CP Conduit
Purchaser and all of its rights and
obligations under this Series Supplement and any other Related Documents to which it is a
party (or otherwise to which it has rights) to the APA Bank with respect to such CP Conduit
Purchaser.



          (b) Without limiting the foregoing, each CP Conduit Purchaser may assign, without the consent
of BTF, all or a portion of the Purchaser Group Invested Amount with respect to such CP Conduit
Purchaser and its rights and obligations under this Series Supplement and any other Related
Documents to which it is a party (or otherwise to which it has rights) to a Conduit Assignee with
respect to such CP Conduit Purchaser. Prior to or concurrently with the effectiveness of any such
assignment (or if impracticable, immediately thereafter), the assigning CP Conduit Purchaser shall
notify the Administrative Agent, BTF, the Trustee and the Administrator thereof. Upon such
assignment by a CP Conduit Purchaser to a Conduit Assignee, (A) such Conduit Assignee shall be the
owner of the Purchaser Group Invested Amount or such portion thereof with respect to such CP
Conduit Purchaser, (B) the related administrative or managing agent for such Conduit Assignee shall
act as the administrative agent for such Conduit Assignee hereunder, with all corresponding rights
and powers, express or implied, granted to the Funding Agent hereunder or under the other Related
Documents, (C) such Conduit Assignee and its liquidity support provider(s) and credit support
provider(s) and other related parties shall have the benefit of all the rights and protections
provided to such CP Conduit Purchaser herein and in the other Related Documents (including, without
limitation, any limitation on recourse against such Conduit Assignee as provided in this
paragraph), (D) such Conduit Assignee shall assume all of such CP Conduit Purchaser’s obligations,
if any, hereunder or under the Base Indenture or



68









 







under any other Related Document with respect to
such portion of the Purchaser Group Invested Amount and such CP Conduit Purchaser shall be released
from such obligations, (E) all distributions in respect of the Purchaser Group Invested Amount or
such portion thereof with respect to such CP Conduit Purchaser shall be made to the applicable
agent or administrative agent, as applicable, on behalf of such Conduit Assignee, (F) the
definitions of the terms “Monthly Funding Costs” and “Discount” shall be determined in the manner
set forth in the definition of “Monthly Funding Costs” and “Discount” applicable to such CP Conduit
Purchaser on the basis of the interest rate or discount applicable to commercial paper issued by
such Conduit Assignee (rather than such CP Conduit Purchaser), (G) the defined terms and other
terms and provisions of this Series Supplement, the Base Indenture and the other Related Documents
shall be interpreted in accordance with the foregoing, and (H) if requested by the Administrative
Agent or the agent or administrative agent with respect to the Conduit Assignee, the parties shall
execute and deliver such further agreements and documents and take such other actions as the
Administrative Agent or such agent or administrative agent may reasonably request to evidence and
give effect to the foregoing. No assignment by any CP Conduit Purchaser to a Conduit Assignee of
the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser shall in any way
diminish the obligations of the APA Bank with respect to such CP Conduit Purchaser under Section
2.3 to fund any Increase.



          (c) Any APA Bank may, in the ordinary course of its business and in accordance with applicable
law, at any time sell all or any part of its rights and obligations under this Series Supplement
and the Series 2006-1 Notes, with the prior written consent of the Administrative Agent, BTF and
the Administrator (in each case, which consent shall not be unreasonably withheld), to one or more
banks (an “Acquiring APA Bank”) pursuant to a transfer supplement, substantially in the
form of Exhibit E (the “Transfer Supplement”), executed by such Acquiring APA Bank,
such assigning APA Bank, the Funding Agent with respect to such
APA Bank, the Administrative Agent, BTF and the Administrator and delivered to the
Administrative Agent. Notwithstanding the foregoing, no APA Bank shall so sell its rights
hereunder if such Acquiring APA Bank is not an Eligible Assignee.



          (d) Any APA Bank may, in the ordinary course of its business and in accordance with applicable
law, at any time sell to one or more financial institutions or other entities
(“Participants”) participations in its APA Bank Percentage of the Maximum Purchaser Group
Invested Amount with respect to it and the other APA Banks included in the related Purchaser Group,
its Series 2006-1 Note and its rights hereunder pursuant to documentation in form and substance
satisfactory to such APA Bank and the Participant; provided, however, that (i) in
the event of any such sale by an APA Bank to a Participant, (A) such APA Bank’s obligations under
this Series Supplement shall remain unchanged, (B) such APA Bank shall remain solely responsible
for the performance thereof and (C) BTF and the Administrative Agent shall continue to deal solely
and directly with such APA Bank in connection with its rights and obligations under this Series
Supplement and (ii) no APA Bank shall sell any participating interest under which the Participant
shall have rights to approve any amendment to, or any consent or waiver with respect to, this
Series Supplement, the Base Indenture or any Related Document, except to the extent that the
approval of such amendment, consent or waiver otherwise would require the unanimous consent of all
APA Banks hereunder. A Participant shall have the right to receive Article VI Costs but only to
the extent that the related selling APA Bank would have had such right absent the sale of the
related participation and, with respect to



69









 







amounts due pursuant to Section 6.2, only to the extent
such Participant shall have complied with the provisions of Section 6.2(e) and (g) as if such
Participant were the Administrative Agent, a Funding Agent, a Program Support Provider or a member
of a Purchaser Group.



          (e) Any CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser may at
any time sell all or any part of their respective rights and obligations under this Series
Supplement and the Series 2006-1 Notes, with the prior written consent of the Administrative Agent,
BTF and the Administrator (in each case, which consent shall not be unreasonably withheld), to a
multi-seller commercial paper conduit and one or more banks providing support to such multi-seller
commercial paper conduit (an “Acquiring Purchaser Group”) pursuant to a transfer
supplement, substantially in the form of Exhibit F, (the “Purchaser Group
Supplement”), executed by such Acquiring Purchaser Group, the Funding Agent with respect to
such Acquiring Purchaser Group (including the CP Conduit Purchaser and the APA Banks with respect
to such Purchaser Group), such assigning CP Conduit Purchaser and the APA Banks with respect to
such CP Conduit Purchaser, the Funding Agent with respect to such assigning CP Conduit Purchaser
and APA Banks, the Administrative Agent, BTF and the Administrator and delivered to the
Administrative Agent.



          (f) BTF authorizes each APA Bank to disclose to any Participant or Acquiring APA Bank (each, a
“Transferee”) and any prospective Transferee any and all financial information in such APA
Bank’s possession concerning BTF, the Collateral, the Administrator and the Related Documents which
has been delivered to such APA Bank by BTF or the Administrator in connection with such APA Bank’s
credit evaluation of BTF, the Collateral and the Administrator.



          Section 10.2 Securities Law. Each CP Conduit Purchaser and APA Bank hereby represents and warrants to BTF that it is an
“accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act and has sufficient assets to bear the economic risk of, and sufficient knowledge and experience
in financial and business matters to evaluate the merits and risks of, its investment in a Series
2006-1 Note. Each CP Conduit Purchaser and APA Bank agrees that its Series 2006-1 Note will be
acquired for investment only and not with a view to any public distribution thereof, and that such
CP Conduit Purchaser and APA Bank will not offer to sell or otherwise dispose of its Series 2006-1
Note (or any interest therein) in violation of any of the registration requirements of the
Securities Act, or any applicable state or other securities laws. Each CP Conduit Purchaser and
APA Bank acknowledges that it has no right to require BTF to register its Series 2006-1 Note under
the Securities Act or any other securities law. Each CP Conduit Purchaser and APA Bank hereby
confirms and agrees that in connection with any transfer by it of an interest in the Series 2006-1
Note, such CP Conduit Purchaser or APA Bank has not engaged and will not engage in a general
solicitation or general advertising including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media or broadcast over radio or
television, or any seminar or meeting whose attendees have been invited by any general solicitation
or general advertising.



          Section 10.3 Adjustments; Set-off.



70









 





          (a) If any CP Conduit Purchaser or APA Bank in a Purchaser Group (a “Benefited Purchaser
Group”) shall at any time receive in respect of its Purchaser Group Invested Amount any
distribution of principal, interest, Commitment Fees or any interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise) in a
greater proportion than any such distribution received by any other Purchaser Group, if any, in
respect of such other Purchaser Group’s Purchaser Group Invested Amount, or interest thereon, the
APA Banks in such Benefited Purchaser Group shall purchase for cash from the CP Conduit Purchaser
or APA Banks in the other Purchaser Group such portion of such other CP Conduit Purchaser’s or APA
Banks’ interest in the Series 2006-1 Notes, or shall provide such other CP Conduit Purchaser or APA
Bank with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to
cause such Benefited Purchaser Group to share the excess payment or benefits of such collateral or
proceeds ratably with the other Purchaser Group; provided, however, that if all or
any portion of such excess payment or benefits is thereafter recovered from such Benefited
Purchaser Group, such purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest. BTF agrees that any CP Conduit Purchaser or APA
Bank so purchasing a portion of another Purchaser Group’s Purchaser Group Invested Amount may
exercise all rights of payment (including, without limitation, rights of set-off) with respect to
such portion as fully as if such CP Conduit Purchaser or APA Bank were the direct holder of such
portion.



          (b) In addition to any rights and remedies of the Purchaser Groups provided by law, each CP
Conduit Purchaser and APA Bank shall have the right, without prior notice to BTF, any such notice
being expressly waived by BTF to the extent permitted by applicable law, upon any amount becoming
due and payable by BTF hereunder or under the Series 2006-1 Notes to set-off and appropriate and
apply against any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits, indebtedness or claims,
in any currency, in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Purchaser Group to or for the credit or the account of
BTF. Each CP Conduit Purchaser and APA Bank agrees promptly to notify BTF, the Administrator and
the Administrative Agent after any such set-off and application made by such CP Conduit Purchaser
or APA Bank; provided that the failure to give such notice shall not affect the validity of
such set-off and application.



          Section 10.4 No Bankruptcy Petition.



          (a) Each of the Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding
Agents hereby covenants and agrees that, prior to the date which is one year and one day after the
later of payment in full of all Series of Notes, it will not institute against, or join any other
Person in instituting against, BTF any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other similar proceedings under any federal or state bankruptcy or
similar law.



          (b) BTF, the Administrator, the Trustee, the Administrative Agent, each Funding Agent and each
APA Bank hereby covenants and agrees that, prior to the date which is one year and one day after
the payment in full of all outstanding Commercial Paper issued by, or for the benefit of, a CP
Conduit Purchaser, it will not institute against, or join any other Person in instituting against,
such CP Conduit Purchaser (or the Person issuing Commercial Paper for the



71









 







benefit of such CP
Conduit Purchaser) any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other similar proceedings under any federal or state bankruptcy or similar law.



          (c) This covenant shall survive the termination of this Series Supplement and the Base
Indenture and the payment of all amounts payable hereunder and thereunder.



          Section 10.5 Limited Recourse.



          (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP
Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP
Conduit Purchaser and shall be payable at such time as funds are received by or are available to
such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding
Commercial Paper and, to the extent funds are not available to pay such obligations, the claims
relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue
to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of
Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be
subordinated to the payment in full of all of its Commercial Paper.



          (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser
contained herein shall be had against any incorporator, stockholder, officer, director, employee or
agent of such CP Conduit Purchaser, its administrative agent, the Funding
Agent with respect to such CP Conduit Purchaser or any of their Affiliates by the enforcement
of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise;
it being expressly agreed and understood that this Series Supplement is solely a corporate
obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall
attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of
such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP
Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under
or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser
contained in this Agreement, or implied therefrom, and that any and all personal liability for
breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either
at common law or at equity, or by statute, rule or regulation, of every such incorporator,
stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and
in consideration for the execution of this Series Supplement; provided that the foregoing
shall not relieve any such Person from any liability it might otherwise have as a result of
fraudulent actions taken or omissions made by them. The provisions of this Section 10.5 shall
survive termination of this Series Supplement and the Base Indenture.



          Section 10.6 Costs and Expenses. BTF agrees to pay on demand (x) all reasonable
out-of-pocket costs and expenses of the Administrative Agent (including, without limitation,
reasonable fees and disbursements of counsel to the Administrative Agent) and of each Purchaser
Group (including in connection with the preparation, execution and delivery of this Series
Supplement the reasonable fees and disbursements of one counsel, other than counsel to the
Administrative Agent, for all such Purchaser Groups) in connection with (i) the preparation,
execution and delivery of this Series Supplement, the Base Indenture and the other Related
Documents and any amendments or waivers of, or consents under, any such documents



72









 







and (ii) the
enforcement by the Administrative Agent or any Funding Agent of the obligations and liabilities of
BTF, the Lessee, the Guarantor and the Administrator under the Indenture, this Series Supplement,
the other Related Documents or any related document and all costs and expenses, if any (including
reasonable counsel fees and expenses), in connection with the enforcement of this Series
Supplement, the Base Indenture and the other Related Documents, (y) all reasonable out of pocket
costs and expenses of the Administrative Agent (including, without limitation, reasonable fees and
disbursements of counsel to the Administrative Agent) in connection with the administration of this
Series Supplement, the Base Indenture and the other Related Documents and (z) the rating agency
fees and expenses incurred by each CP Conduit in connection with its investment in the Series
2006-1 Notes. Any payments made by BTF pursuant to this Section 10.6 shall be made solely from
funds available in the Series 2006-1 Distribution Account for the payment of the Article VI Costs,
shall be non-recourse other than with respect to such funds, and shall not constitute a claim
against BTF to the extent that insufficient funds exist to make such payment. The agreements in
this Section shall survive the termination of this Series Supplement and the Base Indenture and the
payment of all amounts payable hereunder and thereunder.



          Section 10.7 Exhibits. The following exhibits attached hereto supplement the exhibits
included in the Indenture.





	 	 	 
	Exhibit A:

	 	Form of Variable Funding Note
	Exhibit B:

	 	Form of Notice of Increase
	Exhibit C:

	 	Form of Lease Payment Deficit Notice
	Exhibit D:

	 	Form of Demand Notice
	Exhibit E:

	 	Form of Transfer Supplement
	Exhibit F:

	 	Form of Purchaser Group Supplement
	Exhibit G:

	 	Form of Series 2006-1 Demand Note
	Exhibit H:

	 	Form of Series 2006-1 Letter of Credit






          Section 10.8 Ratification of Base Indenture. As supplemented by this Series
Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as
so supplemented by this Series Supplement shall be read, taken, and construed as one and the same
instrument.



          Section 10.9 Counterparts. This Series Supplement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.



          Section 10.10 Governing Law. This Series Supplement shall be construed in accordance
with the law of the State of New York, and the obligations, rights and remedies of the parties
hereto shall be determined in accordance with such law.



          Section 10.11 Amendments. This Series Supplement may be modified or amended from time
to time in accordance with the terms of the Base Indenture.



          Section 10.12 Discharge of Indenture. Notwithstanding anything to the contrary
contained in the Base Indenture, no discharge of the Indenture pursuant to Section 10.1(b) of the



73










 







Base Indenture will be effective as to the Series 2006-1 Notes without the consent of the Series
2006-1 Required Noteholders.



          Section 10.13 Series 2006-1 Demand Notes. Other than pursuant to a demand thereon
pursuant to Section 3.5 of this Series Supplement, BTF shall not reduce the amount of the Series
2006-1 Demand Notes or forgive amounts payable thereunder so that the outstanding principal amount
of the Series 2006-1 Demand Notes after such reduction or forgiveness is less than the Series
2006-1 Letter of Credit Liquidity Amount. BTF shall not agree to any amendment of the Series
2006-1 Demand Notes without the prior written consent of the Required Noteholders.



          Section 10.14 Termination of Series Supplement. This Series Supplement shall cease to be of further effect when all outstanding Series
2006-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost,
or stolen Series 2006-1 Notes which have been replaced or paid) to the Trustee for cancellation and
BTF has paid all sums payable hereunder and, if the Series 2006-1 Demand Note Payment Amount on the
Series 2006-1 Letter of Credit Termination Date was greater than zero, the Series 2006-1 Cash
Collateral Account Surplus shall equal zero, the Demand Note Preference Payment Amount shall have
been reduced to zero and all amounts have been withdrawn from the Series 2006-1 Cash Collateral
Account in accordance with Section 3.8(h) of this Series Supplement.



          Section 10.15 Collateral Representations and Warranties of BTF.



          (a) BTF owns and has good and marketable title to the Series 2006-1 Collateral, free and clear
of all Liens other than Permitted Liens. This Indenture constitutes a valid and continuing Lien on
the Series 2006-1 Collateral in favor of the Trustee on behalf of the Secured Parties, which Lien
on the Series 2006-1 Collateral has been perfected and is prior to all other Liens (other than
Permitted Liens), enforceable as such as against creditors of and purchasers from BTF in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally
or by general equitable principles, whether considered in a proceeding at law or in equity and by
an implied covenant of good faith and fair dealing. BTF has received all consents and approvals
required by the terms of the Series 2006-1 Collateral to the pledge of the Series 2006-1 Collateral
to the Trustee.



          (b) Other than the security interest granted to the Trustee hereunder, BTF has not pledged,
assigned, sold or granted a security interest in the Series 2006-1 Collateral. All action
necessary to protect and perfect the Trustee’s security interest in the Series 2006-1 Collateral
has been duly and effectively taken. No security agreement, financing statement, equivalent
security or lien instrument or continuation statement listing BTF as debtor covering all or any
part of the Series 2006-1 Collateral is on file or of record in any jurisdiction, except such as
may have been filed, recorded or made by BTF in favor of the Trustee on behalf of the Secured
Parties in connection with this Indenture, and BTF has not authorized any such filing.



          Section 10.16 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Trustee, the Administrative Agent, any Funding Agent, any CP Conduit
Purchaser or any APA Bank, any right, remedy, power or privilege hereunder shall



74









 







operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.



          Section 10.17 Waiver of Setoff. Notwithstanding any other provision of this Series Supplement or any other agreement to the
contrary, all payments to the Administrative Agent, the Funding Agents, the CP Conduit Purchasers
and the APA Banks hereunder shall be made without set-off or counterclaim.



          Section 10.18 Notices. All notices, requests, instructions and demands to or upon any
party hereto to be effective shall be given (i) in the case of BTF, the Administrator and the
Trustee, in the manner set forth in Section 13.1 of the Base Indenture and (ii) in the case of the
Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents, in writing,
and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made
when delivered by hand or three days after being deposited in the mail, postage prepaid, in the
case of facsimile notice, when received, or in the case of overnight air courier, one Business Day
after the date such notice is delivered to such overnight courier, addressed as follows in the case
of the Administrative Agent and to the addresses therefor set forth in Schedule I, in the case of
the CP Conduit Purchasers, the APA Banks and the Funding Agents; or to such other address as may be
hereafter notified by the respective parties hereto:



	 	 	 
	Administrative
	 	 
	Agent:

	 	Deutsche Bank Securities, Inc.
	 

	 	60 Wall Street, 19th Floor
	 

	 	New York, New York 10005
	 

	 	Attention: Mary Conners
	 

	 	Fax: 212-797-5150






          Section 10.19 Collateral Covenants of the Trustee. The Trustee shall hold the Series
2006-1 Demand Note and any other Series 2006-1 Collateral in the State of New York pursuant to
instructions of BTF in accordance with Section 7.2(i) or as otherwise directed by the
Administrative Agent.




75










 








     IN WITNESS WHEREOF, each of the parties hereto has caused this Series Supplement to be
duly executed by their respective officers thereunto duly authorized as of the day and year first
above written.



	 	 	 	 	 
	 	BUDGET TRUCK FUNDING, LLC,

     as Issuer

 	 
	 	By:  	/s/:  Alex Georgianna
 	 
	 	 	Name:  Alex Georgianna 	 
	 	 	Title:  Vice President 	 
	 



	 	 	 	 	 
	 	BUDGET TRUCK RENTAL, LLC,

     as Administrator

 	 
	 	By:  	/s/:  Alex Georgianna
 	 
	 	 	Name:  Alex Georgianna 	 
	 	 	Title:  Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK SECURITIES, INC.,

     as Administrative Agent

 	 
	 	By:  	/s/:  Eric Shea
 	 
	 	 	Name:  Eric Shea 	 
	 	 	Title:  Director 	 
	 
	 	 	 
	 	By:  	                   /s/:  Peter Kim
 	 
	 	 	Name:  Peter Kim 	 
	 	 	Title:  Vice President 	 
	 
	 	RIVERSIDE FUNDING LLC,

     as a CP Conduit Purchaser

 	 
	 	By:  	/s/:  Andrew L. Stidd
 	 
	 	 	Name:  Andrew L. Stidd 	 
	 	 	Title:  President 	 
	 
	 	DEUTSCHE BANK SECURITIES, INC., as a 

     Funding Agent

 	 
	 	By:  	/s/:  Eric Shea
 	 
	 	 	Name:  Eric Shea 	 
	 	 	Title:  Director 	 
	 
	 	 	 
	 	By:  	                   /s/:  Peter Kim
 	 
	 	 	Name:  Peter Kim 	 
	 	 	Title:  Vice President 	 
	 
	 	DEUTSCHE BANK AG, New York Branch, as an 

     APA Bank

 	 
	 	By:  	/s/:  Eric Shea
 	 
	 	 	Name:  Eric Shea 	 
	 	 	Title:  Director 	 
	 
	 	 	 
	 	By:  	                   /s/:  Peter Kim
 	 
	 	 	Name:  Peter Kim 	 
	 	 	Title:  Vice President 	 
	 




 









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST 

     COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/:  Marian Onischak
 	 
	 	 	Name:  Marian Onischak 	 
	 	 	Title:  Assistant Vice President 	 
	 
	 	THE BANK OF NEW YORK TRUST 

     COMPANY, N.A., as Series 2006-1 Agent

 	 
	 	By:  	/s/:  Marian Onischak
 	 
	 	 	Name:  	Marian Onischak 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 








SCHEDULE I TO SERIES 2006-1 SUPPLEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum	 
	 	 	 	 	 	 	 	 	 	 	APA Bank	 	 	Purchaser Group	 
	CP Conduit	 	APA Banks	 	 	Funding Agent	 	 	Percentage	 	 	Invested Amount	 
	Riverside Funding LLC
	 	Deutsche Bank, AG, New York Branch	 	Deutsche Bank Securities, Inc.	 	 	100	%	 	$	200,000,000	 







 









 








	 	 	 
	 

	 	EXHIBIT A
to
Series 2006-1
Supplement






BUDGET TRUCK FUNDING, LLC



FORM OF SERIES 2006-1 NOTE



VARIABLE FUNDING RENTAL CAR ASSET

BACKED NOTES SERIES 2006-1




     BUDGET TRUCK FUNDING, LLC, a Delaware limited liability company (herein referred to as the
“Company”), for value received, hereby promises to pay to Riverside Funding LLC, as the CP Conduit
Purchaser, or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS, or, if less,
the aggregate unpaid principal amount hereof shown on the records of the Administrative Agent
pursuant to Section 2.2(b) of the Series 2006-1 Supplement, which amount shall be payable in the
amounts and at the times set forth in the Indenture, provided, however, that the entire unpaid
principal amount of this Series 2006-1 Note shall be due on the Series 2006-1 Termination Date.
The Company shall pay interest on this Series 2006-1 Note as provided in Sections 3.4 and 3.5 of
the Series 2006-1 Supplement. Such interest shall be payable on each Distribution Date until the
principal of this Series 2006-1 Note is paid or made available for payment, to the extent funds
will be available from Interest Collections allocable to the Series 2006-1 Notes processed from but
not including the preceding Distribution Date through each such Distribution Date. The principal
amount of this Series 2006-1 Note shall be subject to Increases and Decreases on any Business Day,
and accordingly, such principal amount is subject to prepayment at any time. In addition, the
principal of this Series 2006-1 Note shall be paid in installments on each Distribution Date to the
extent of funds available for payment therefor pursuant to the Indenture, and shall be subject to
scheduled amortization commencing on the initial Series 2006-1 Scheduled Amortization Distribution
Date. Such principal of and interest on this Series 2006-1 Note shall be paid in the manner
specified on the reverse hereof.



     The principal of and interest on this Series 2006-1 Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Company with respect to this Series 2006-1 Note shall be
applied first to interest due and payable on this Series 2006-1 Note as provided above and then to
the unpaid principal of this Series 2006-1 Note.



     Reference is made to the further provisions of this Series 2006-1 Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this
Series 2006-1 Note. Although a summary of certain provisions of the Indenture is set forth below
and on the reverse hereof and made a part hereof, this Series 2006-1 Note does not purport to
summarize the Indenture and reference is made to the Indenture for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Company and the Trustee. A copy of the Indenture may be requested
from the Trustee by writing to the Trustee at: The Bank of New York Trust Company, N.A., 2 North
LaSalle Street, Suite 1020, Chicago, Illinois 60602. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the Indenture.



 









 





Exhibit A




     Unless the certificate of authentication hereon has been executed by the Trustee whose name
appears below by manual signature, this Series 2006-1 Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer.



	 	 	 	 	 
	Date:                      	BUDGET TRUCK FUNDING, LLC

 	 
	 	By:  	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Series 2006-1 Notes of a series issued under the within-mentioned
Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST 

     COMPANY, N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signature 	 
	 	 	 	 



 









 






	 	 	 	 	 



Exhibit A




REVERSE OF VARIABLE FUNDING NOTE





     This Series 2006-1 Note is one of a duly authorized issue of Series 2006-1 Notes of the
Company, designated as its Variable Funding Rental Truck Asset Backed Notes (herein called the
“Series 2006-1 Notes”), all issued under (i) a Base Indenture, dated as of May 11, 2006
(such Base Indenture, as amended or modified (exclusive of any Supplements thereto creating a new
Series of Notes), is herein called the “Base Indenture”), between the Company and The Bank
of New York Trust Company, N.A., as trustee (the “Trustee”, which term includes any
successor Trustee under the Base Indenture) and (ii) a Series 2006-1 Supplement dated as of May 11,
2006 (such supplement, as may be amended or modified, is herein called the “Series 2006-1
Supplement”), among the Company, Budget Truck Rental, LLC, as Administrator, Deutsche Bank
Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the Funding Agents and APA
Banks named therein, the Trustee and The Bank of New York Trust Company, N.A., as Series 2006-1
Agent. The Base Indenture and the Series 2006-1 Supplement are referred to herein as the
“Indenture”. The Series 2006-1 Notes are subject to all terms of the Indenture. All terms
used in this Series 2006-1 Note that are defined in the Indenture, shall have the meanings assigned
to them in or pursuant to the Indenture.



     The Series 2006-1 Notes are and will be equally and ratably secured by the Collateral pledged
as security therefor as provided in the Indenture and the Series 2006-1 Supplement.



     “Distribution Date” means the 20th day of each month, or, if any such date is not a
Business Day, the next succeeding Business Day, commencing May 22, 2006.



     As described above, principal of this Series 2006-1 Note shall be payable in the amounts and
at the times set forth in the Indenture, provided, however, the entire unpaid principal amount of
this Series 2006-1 Note shall be due and payable on the Series 2006-1 Termination Date. All
principal payments on the Series 2006-1 Notes shall be made pro rata to the Noteholders entitled
thereto.



     Payments of interest on this Series 2006-1 Note due and payable on each Distribution Date,
together with the installment of principal then due, and any payments of principal made on any
Business Day in respect of any Decreases, to the extent not in full payment of this Series 2006-1
Note, shall be made by wire transfer to the Administrative Agent for the accounts of the Purchaser
Groups. Any reduction in the principal amount of this Series 2006-1 Note (or any one or more
predecessor Series 2006-1 Notes) effected by any payments made in accordance with the terms hereof
and of the Indenture shall be binding upon all future Holders of this Series 2006-1 Note and of any
Series 2006-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted thereon.



     The Company shall pay interest on overdue installments of interest at a rate per annum equal
to the Alternate Base Rate, plus 2% per annum, to the extent lawful.



     This Series 2006-1 Note is nontransferable except in accordance with the Series 2006-1
Supplement.



 









 





Exhibit A




     Each Noteholder, by acceptance of a Series 2006-1 Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the Company, the
Administrator or the Trustee on the Series 2006-1 Notes or under the Indenture or any certificate
or other writing delivered in connection therewith, against (i) the Trustee or the Administrator in
its individual capacity, (ii) any owner of a beneficial interest in the Company or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Trustee or the
Administrator in its individual capacity, any holder of a beneficial interest in the Company or the
Trustee or of any successor or assign of the Trustee in its individual capacity, except (a) as any
such Person may have expressly agreed and (b) any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such entity;
provided, however, that nothing contained herein shall be taken to prevent recourse
to, and enforcement against, the assets of the Company for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Series 2006-1 Note, subject to Section
13.18 of the Base Indenture.



     Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits
of the Indenture that such Noteholder will not, for a period of one year and one day following
payment in full of all Notes institute against the Company, or join in any institution against the
Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.



     Prior to the due presentment for registration of transfer of this Series 2006-1 Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
this Series 2006-1 Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this
Series 2006-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.



     It is the intent of the Company and each Noteholder that, for Federal, state and local income
and franchise tax purposes, the Series 2006-1 Notes will evidence indebtedness of the Company
secured by the Series 2006-1 Collateral. Each Noteholder, by the acceptance of this Series 2006-1
Note, agrees to treat this Series 2006-1 Note for Federal, state and local income and franchise tax
purposes as indebtedness of the Company.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Series 2006-1 Notes under the Indenture at any time by the Company with the consent of Purchaser
Groups having in the aggregate Commitment Percentages in excess of 50%. The Indenture also
contains provisions permitting the Holders of Series 2006-1 Notes representing specified
percentages of the aggregate outstanding amount of the Series 2006-1 Notes, on behalf of the
Holders of all the Series 2006-1 Notes, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Series 2006-1 Note (or any one or more predecessor Series
2006-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this
Series 2006-1 Note and of any



 









 





Exhibit A



Series 2006-1 Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this Series 2006-1 Note.
The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Series 2006-1 Notes issued thereunder.




     The term “Company” as used in this Series 2006-1 Note includes any successor to the Company
under the Indenture.



     The Series 2006-1 Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations set forth therein.



     This Series 2006-1 Note and the Indenture shall be construed in accordance with the law of the
State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such law.



     No reference herein to the Indenture and no provision of this Series 2006-1 Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Series 2006-1 Note at the times, place, and rate, and
in the coin or currency herein prescribed, subject to any duty of the Company to deduct or withhold
any amounts as required by law, including any applicable U.S. withholding taxes.



 









 





Exhibit A




ASSIGNMENT




Social Security or taxpayer I.D. or other identifying number of assignee



 




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


 



(name and address of assignee)



the within Series 2006-1 Note and all rights thereunder, and hereby irrevocably constitutes and
appoints                                         , attorney, to transfer said Series 2006-1 Note on the books kept for
registration thereof, with full power of substitution in the premises.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:

	 	 	 	 
	 	*
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Signature Guaranteed:
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 







 




			
	*	 	NOTE: The signature to this assignment must correspond with the name of the registered owner as
it appears on the face of the within Note in every particular, without alteration, enlargement or
any change whatsoever.






 










 








	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	EXHIBIT B

to

Series 2006-1
Supplement






FORM OF NOTICE OF INCREASE




Deutsche Bank Securities, Inc.

220 Park Avenue, 5th Floor

New York, New York 10166

Telecopier:




Ladies and Gentlemen:




          Reference is hereby made to the Series 2006-1 Supplement, dated as of May 11, 2006 (as
amended, modified, restated or supplemented, the “Series 2006-1 Supplement”), among Budget
Truck Funding, LLC, as Issuer (“BTF”), Budget Truck Rental, LLC, as Administrator, Deutsche
Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the APA Banks and
Funding Agents named therein and The Bank of New York Trust Company, N.A., as trustee (the
“Trustee”) and Series 2006-1 Agent, to the Base Indenture, dated as of May 11, 2006 (the
“Base Indenture”), between BTF and the Trustee. Capitalized terms used in this Notice of
Increase and not otherwise defined herein shall have the meanings assigned thereto in the Series
2006-1 Supplement.



          This letter constitutes the notice required in connection with any Increase pursuant to
Section 2.3(a) of the Series 2006-1 Supplement.



          BTF hereby requests that an Increase be made by each Purchaser Group on                                                  
           
in the aggregate amount equal to its Commitment Percentage of $                                                            . The Series
2006-1 Invested Amount will equal $                                                             after giving effect thereto. BTF hereby
represents and warrants as of the date of such Increase after giving effect thereto, the conditions
set forth in Sections 2.3(a) and (c) of the Series 2006-1 Supplement with respect to such Increase
have been satisfied.



          IN WITNESS WHEREOF, the undersigned has caused this Increase Notice to be executed by its duly
authorized officer as of the date first above written.



	 	 	 	 	 
	 	BUDGET TRUCK FUNDING, LLC

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




			
	cc:	 	The Bank of New York Trust Company, N.A.,

as Trustee






 









 








	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	EXHIBIT C

to

Series 2006-1
Supplement






FORM OF LEASE PAYMENT DEFICIT NOTICE




[DATE]




The Bank of New York Trust Company, N.A., as Trustee

2 North LaSalle Street

Chicago, IL 60602




Attn: Corporate Trust Officer




          Reference is made to the Series 2006-1 Supplement, dated as of May 11, 2006 (the “Series
2006-1 Supplement”), among Budget Truck Funding, LLC (“BTF”), Budget Truck Rental, LLC,
as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit
Purchasers, the APA Banks and the Funding Agents named therein and The Bank of New York Trust
Company, N.A., as trustee (the “Trustee”) and Series 2006-1 Agent, to the Base Indenture,
dated as of May 11, 2006, between BTF and the Trustee. Capitalized terms used herein and not
defined herein have the meanings set forth in the Series 2006-1 Supplement.



          Pursuant to Section 3.3(c) of the Series 2006-1 Supplement, Budget Truck Rental, LLC, in its
capacity as Administrator under the Series 2006-1 Supplement and the Related Documents, hereby
provides notice of a Series 2006-1 Lease Payment Deficit in the amount of $[                                        ].



	 	 	 	 	 
	 	BUDGET TRUCK RENTAL, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	EXHIBIT D

to

Series 2006-1
Supplement






FORM OF DEMAND NOTICE




[DATE]



[Insert Demand Note Issuer]




Ladies and Gentlemen:




          Reference is made to the Series 2006-1 Supplement, dated as of May 11, 2006 (the “Series
2006-1 Supplement”), among Budget Truck Funding, LLC (“BTF”), Budget Truck Rental, LLC,
as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit
Purchasers, the APA Banks and the Funding Agents named therein and The Bank of New York Trust
Company, N.A., as trustee (the “Trustee”) and Series 2006-1 Agent, to the Base Indenture,
dated as of May 11, 2006, between BTF and the Trustee. Capitalized terms used herein and not
defined herein have the meanings set forth in the Series 2006-1 Supplement.



          Pursuant to Section 3.5[(c)(iii)][(d)(ii)] of the Series 2006-1 Supplement, the Trustee under
the Series 2006-1 Supplement hereby makes a demand for payment on the Series 2006-1 Demand Notes in
the amount of $[                                        ].



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST 

COMPANY, N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	EXHIBIT E

to

Series 2006-1
Supplement






[FORM OF TRANSFER SUPPLEMENT]




          TRANSFER SUPPLEMENT, dated as of                                         ,               
       among [NAME OF APA BANK] (the
“Transferor”), each purchaser listed as an Acquiring APA Bank on the signature pages hereof
(each, an “Acquiring APA Bank”), the Funding Agent with respect to such Acquiring APA Bank
listed in the signature pages hereof (each, a “Funding Agent”), Budget Truck Funding, LLC,
a Delaware limited liability company (the “Company”) and Deutsche Bank Securities, Inc., as
Administrative Agent (in such capacity, the “Administrative Agent”) and Budget Truck
Rental, LLC, as Administrator (the “Administrator”).



W I T N E S S E T H:




          WHEREAS, this Transfer Supplement is being executed and delivered in accordance with
subsection 10.1(c) of the Series 2006-1 Supplement, dated as of May 11, 2006 (as from time to time
amended, supplemented or otherwise modified in accordance with the terms thereof, the “Series
2006-1 Supplement”; terms defined therein being used herein as therein defined), among the
Company, the Administrator, the CP Conduit Purchasers, the APA Banks and the Funding Agents named
therein, the Administrative Agent and The Bank of New York Trust Company, N.A., as trustee (the
“Trustee”) and Series 2006-1 Agent, to the Base Indenture, dated as of May 11, 2006 (as may
be amended, supplemented or otherwise modified, the “Base Indenture” and, together with the
Series 2006-1 Supplement, the “Indenture”), between the Company and the Trustee;



          WHEREAS, each Acquiring APA Bank (if it is not already an existing APA Bank) wishes to become
an APA Bank party to the Series 2006-1 Supplement; and



          WHEREAS, the Transferor is selling and assigning to each Acquiring APA Bank, rights,
obligations and commitments under the Series 2006-1 Supplement and the Series 2006-1 Notes;



          NOW, THEREFORE, the parties hereto hereby agree as follows:



          1.    Upon the execution and delivery of this Transfer Supplement by each Acquiring APA Bank,
each Funding Agent, the Transferor, the Company, the Administrator and the Administrative Agent
(the date of such execution and delivery, the “Transfer Issuance Date”), each Acquiring APA
Bank shall be an APA Bank party to the Series 2006-1 Supplement for all purposes thereof.



          2.    The Transferor acknowledges receipt from each Acquiring APA Bank of an amount equal to the
purchase price, as agreed between the Transferor and such Acquiring APA Bank (the “Purchase
Price”), of the portion being purchased by such Acquiring APA Bank (such Acquiring APA Bank’s
“Purchased Percentage”) of the Transferor’s Commitment under the Series 2006-1 Supplement
and the Transferor’s Purchaser Group Invested Amount. The Transferor hereby irrevocably sells,
assigns and transfers to each Acquiring APA Bank, without



 









 





	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	EXHIBIT E

to

Series 2006-1
Supplement





recourse, representation or warranty, and each Acquiring APA Bank hereby irrevocably
purchases, takes and assumes from the Transferor, such Acquiring APA Bank’s Purchased Percentage of
the Transferor’s Commitment under the Series 2006-1 Supplement and the Transferor’s Purchaser Group
Invested Amount.




          3.    The Transferor has made arrangements with each Acquiring APA Bank with respect to (i) the
portion, if any, to be paid, and the date or dates for payment, by such Acquiring APA Bank to the
Transferor of any Commitment Fees heretofore received by the Transferor pursuant to the Series
2006-1 Supplement prior to the Transfer Issuance Date and (ii) the portion, if any to be paid, and
the date or dates for payment, by such Acquiring APA Bank to the Transferor of Commitment Fees or
Series 2006-1 Monthly Interest received by such Acquiring APA Bank pursuant to the Series 2006-1
Supplement from and after the Transfer Issuance Date.



          4.    From and after the Transfer Issuance Date, amounts that would otherwise be payable to or
for the account of the Transferor pursuant to the Series 2006-1 Supplement shall, instead, be
payable to or for the account of the Transferor and the Acquiring APA Banks, as the case may be, in
accordance with their respective interests as reflected in this Transfer Supplement, whether such
amounts have accrued prior to the Transfer Issuance Date or accrue subsequent to the Transfer
Issuance Date.



          5.    Each of the parties to this Transfer Supplement agrees that at any time and from time to
time upon the written request of any other party, it will execute and deliver such further
documents and do such further acts and things as such other party may reasonably request in order
to effect the purposes of this Transfer Supplement.



          6.    By executing and delivering this Transfer Supplement, the Transferor and each Acquiring APA
Bank confirm to and agree with each other and the APA Banks as follows: (i) other than the
representation and warranty that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim, the Transferor makes no representation or
warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Series 2006-1 Supplement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Indenture, the Series
2006-1 Notes, the Related Documents or any instrument or document furnished pursuant thereto; (ii)
the Transferor makes no representation or warranty and assumes no responsibility with respect to
the financial condition of the Company or the performance or observance by the Company of any of
the Company’s obligations under the Indenture, the Related Documents or any other instrument or
document furnished pursuant hereto; (iii) each Acquiring APA Bank confirms that it has received a
copy of the Indenture and such other Related Documents and other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Transfer
Supplement; (iv) each Acquiring APA Bank will, independently and without reliance upon the
Administrative Agent, the Transferor or any other Purchaser Group and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not



 









 





	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	EXHIBIT E

to

Series 2006-1
Supplement





taking action under the Indenture; (v) each Acquiring APA Bank appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers under
the Series 2006-1 Supplement as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, all in accordance with Article 9 of
the Series 2006-1 Supplement; (vi) each Acquiring APA Bank appoints and authorizes a Funding Agent
to take such action as agent on its behalf and to exercise such powers under the Series 2006-1
Supplement as are delegated to such Funding Agent by the terms thereof, together with such powers
as are reasonably incidental thereto, all in accordance with Article 10 of the Series 2006-1
Supplement; (vii) each Acquiring APA Bank agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Indenture are required to be performed by it
as an Acquiring APA Bank and (viii) each Acquiring APA Bank confirms that it is an Eligible
Assignee.




          7.    Schedule I hereto sets forth the revised Commitment Percentages of the Transferor and each
Acquiring APA Bank as well as administrative information with respect to each Acquiring APA Bank
and its Funding Agent.



          8.    This Transfer Supplement shall be governed by, and construed in accordance with, the laws
of the State of New York.



 









 





	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	EXHIBIT E

to

Series 2006-1
Supplement






          IN WITNESS WHEREOF, the parties hereto have caused this Transfer Supplement to be executed by
their respective duly authorized officers as of the date first set forth above.



	 	 	 	 	 
	 	[NAME OF SELLING APA BANK], as

  Transferor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF ACQUIRING APA BANK], as 

  Acquiring APA Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF FUNDING AGENT FOR 

  ACQUIRING APA BANK], as Funding Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	EXHIBIT E

to

Series 2006-1
Supplement






	 	 	 	 	 
	CONSENTED AND ACKNOWLEDGED:	 	 
	 
	 	 	 	 
	BUDGET TRUCK FUNDING, LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	BUDGET TRUCK RENTAL, LLC,

as Administrator	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	DEUTSCHE BANK SECURITIES, INC.,

as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 






 









 





Schedule I




LIST OF ADDRESSES FOR NOTICES

AND OF COMMITMENT PERCENTAGES




DEUTSCHE BANK SECURITIES, INC., as

Administrative Agent




60 Wall Street, 19th Floor

New York, New York 10005





Attention:

Telecopier:



[TRANSFEROR]





Address:




Prior Commitment Percentage:




Revised Commitment Percentage:




Prior Purchaser Group Invested Amount:




Revised Purchaser Group Invested Amount:



	 	 	 	 	 	 	 
	[ACQUIRING APA BANK]
	 	[FUNDING AGENT]
	 	 
	 	 
	 	 	 	 	 	 	 
	Address:
	 	Address:	 	 	 	 





[Prior] Commitment Percentage:



[Revised Commitment Percentage:]



[Prior Purchaser Group Invested Amount:]



[Revised] Purchaser Group Invested Amount:




 









 





EXHIBIT F




[FORM OF PURCHASER GROUP SUPPLEMENT]




          PURCHASER GROUP SUPPLEMENT, dated as of                                         ,             
        among [NAME OF CP CONDUIT
PURCHASER] and [NAME OF APA BANK] (collectively, the “Transferor Purchaser Group”), the CP
Conduit Purchaser and the APA Bank or Banks listed on the signature pages hereof (collectively, the
“Acquiring Purchaser Group”), the Funding Agent with respect to such Acquiring Purchaser
Group listed in the signature pages hereof (each, a “Funding Agent”), BUDGET TRUCK FUNDING,
LLC, a Delaware limited liability company (the “Company”) and DEUTSCHE BANK SECURITIES,
INC., as Administrative Agent (in such capacity, the “Administrative Agent”) and BUDGET
TRUCK RENTAL, LLC, as Administrator, as Administrator (the “Administrator”).



W I T N E S S E T H:




          WHEREAS, this Purchaser Group Supplement is being executed and delivered in accordance with
subsection 10.1(e) of the Series 2006-1 Supplement, dated as of May 11, 2006 (as from time to time
amended, supplemented or otherwise modified in accordance with the terms thereof, the “Series
2006-1 Supplement”; terms defined therein being used herein as therein defined), among the
Company, the Administrator, the CP Conduit Purchasers, the APA Banks and the Funding Agents from
time to time parties thereto, the Administrative Agent and The Bank of New York Trust Company,
N.A., as trustee (the “Trustee”) and Series 2006-1 Agent, to the Base Indenture, dated as
of May 11, 2006 (as may be amended, supplemented or otherwise modified, the “Base
Indenture” and, together with the Series 2006-1 Supplement, the “Indenture”), between
the Company and the Trustee;



          WHEREAS, the Acquiring Purchaser Group wishes to become a CP Conduit Purchaser and the APA
Banks with respect to such CP Conduit Purchaser; and



          WHEREAS, the Transferor Purchaser Group is selling and assigning to the Acquiring Purchaser
Group their respective rights, obligations and commitments under the Series 2006-1 Supplement and
the Series 2006-1 Notes;




     NOW, THEREFORE, the parties hereto hereby agree as follows:



          1.    Upon the execution and delivery of this Purchaser Group Supplement by the Acquiring
Purchaser Group, the Funding Agent with respect thereto, the Transferor Purchaser Group, the
Company, the Administrator and the Administrative Agent (the date of such execution and delivery,
the “Transfer Issuance Date”), the CP Conduit Purchaser and the APA Banks with respect to
such Acquiring Purchaser Group shall be parties to the Series 2006-1 Supplement for all purposes
thereof.



 









 





EXHIBIT F




          2.    The Transferor Purchaser Group acknowledges receipt from the Acquiring Purchaser Group of
an amount equal to the purchase price, as agreed between the Transferor Purchaser Group and such
Acquiring Purchaser Group (the “Purchase Price”), of the portion being purchased by such
Acquiring Purchaser Group (such Acquiring Purchaser Group’s “Purchased Percentage”) of the
Maximum Purchaser Group Invested Amount with respect to the APA Banks included in the Transferor
Purchaser Group under the Series 2006-1 Supplement and the Transferor Purchaser Group’s Purchaser
Group Invested Amount. The Transferor Purchaser Group hereby irrevocably sells, assigns and
transfers to the Acquiring Purchaser Group, without recourse, representation or warranty, and the
Acquiring Purchaser Group hereby irrevocably purchases, takes and assumes from the Transferor
Purchaser Group, such Acquiring Purchaser Group’s Purchased Percentage of the Transferor Purchaser
Group’s Purchaser Group Invested Amount.



          3.    The Transferor Purchaser Group has made arrangements with the Acquiring Purchaser Group
with respect to (i) the portion, if any, to be paid and the date or dates for payment, by such
Acquiring Purchaser Group to the Transferor Purchaser Group of Commitment Fees or Series 2006-1
Monthly Interest received by such Acquiring Purchaser Group pursuant to the Series 2006-1
Supplement from and after the Transfer Issuance Date and (ii) the portion, if any, to be paid and
the date or dates for payment, by such Acquiring Purchaser Group to the Transferor Purchaser Group
of Series 2006-1 Monthly Interest received by such Acquiring Purchaser Group pursuant to the Series
2006-1 Supplement from and after the Transfer Issuance Date.



          4.    From and after the Transfer Issuance Date, amounts that would otherwise be payable to or
for the account of the Transferor Purchaser Group pursuant to the Series 2006-1 Supplement shall,
instead, be payable to or for the account of the Transferor Purchaser Group and the Acquiring
Purchaser Group, as the case may be, in accordance with their respective interests as reflected in
this Purchaser Group Supplement, whether such amounts have accrued prior to the Transfer Issuance
Date or accrue subsequent to the Transfer Issuance Date.



          5.    Each of the parties to this Purchaser Group Supplement agrees that at any time and from
time to time upon the written request of any other party, it will execute and deliver such further
documents and do such further acts and things as such other party may reasonably request in order
to effect the purposes of this Purchaser Group Supplement.



          6.    By executing and delivering this Purchaser Group Supplement, the Transferor Purchaser Group
and the Acquiring Purchaser Group confirm to and agree with each other as follows: (i) other than
the representation and warranty that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim, the Transferor Purchaser Group makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with the Series 2006-1 Supplement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Indenture, the Series
2006-1 Notes, the Related Documents or any instrument or document furnished pursuant thereto; (ii)
the Transferor Purchaser Group makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Company or the performance or observance by the
Company of any of the Company’s obligations under the Indenture, the Related Documents or any other
instrument or document furnished pursuant



 









 





EXHIBIT F



hereto; (iii) the Acquiring Purchaser Group confirms that it has received a copy of the
Indenture and such other Related Documents and other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Purchaser Group
Supplement; (iv) the Acquiring Purchaser Group will, independently and without reliance upon the
Administrative Agent, the Transferor Purchaser Group or any other Person and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Indenture; (v) the Acquiring Purchaser Group
appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to
exercise such powers under the Series 2006-1 Supplement as are delegated to the Administrative
Agent by the terms thereof together with such powers as are reasonably incidental thereto, all in
accordance with Article VIII of the Series 2006-1 Supplement; (vi) each member of the Acquiring
Purchaser Group appoints and authorizes the Funding Agent to take such action as agent on its
behalf and to exercise such powers under the Series 2006-1 Supplement as are delegated to such
Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto,
all in accordance with Article IX of the Series 2006-1 Supplement; (vii) each member of the
Acquiring Purchaser Group agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Indenture are required to be performed by it as a member of
the Acquiring Purchaser Group and (viii) each member of the Acquiring Purchaser Group confirms that
it is an Eligible Assignee.




          7.    Schedule I hereto sets forth the revised Commitment Percentages of the Transferor Purchaser
Group and each Acquiring Purchaser Group as well as administrative information with respect to the
Acquiring Purchaser Group and its Funding Agent.



          8.    This Purchaser Group Supplement shall be governed by, and construed in accordance with, the
laws of the State of New York.



 









 





EXHIBIT F




          IN WITNESS WHEREOF, the parties hereto have caused this Purchaser Group Supplement to be
executed by their respective duly authorized officers as of the date first set forth above.



	 	 	 	 	 
	 	[NAME OF SELLING CP CONDUIT 

   PURCHASER], as

   Transferor Purchaser Group

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	[NAME OF SELLING APA BANK], as

   Transferor Purchaser Group

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	[NAME OF ACQUIRING CP CONDUIT

   PURCHASER], as

   Acquiring Purchaser Group

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	[NAME OF ACQUIRING APA BANK],

   as Acquiring Purchaser Group

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	[NAME OF FUNDING AGENT FOR 

   ACQUIRING PURCHASER GROUP], as 

   Funding Agent

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 




 









 








EXHIBIT F




	 	 	 	 	 
	CONSENTED AND ACKNOWLEDGED:	 	 
	 
	 	 	 	 
	BUDGET TRUCK FUNDING, LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	BUDGET TRUCK RENTAL, LLC,	 	 
	as Administrator	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	DEUTSCHE BANK SECURITIES, INC.,	 	 
	as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 







 









 








	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	EXHIBIT G

to

Series 2006-1
Supplement






DEMAND NOTE

(Series 2006-1)




			
	 	 	 
	     $[                                                            ]
	 	New York, New York

[                    ],2006






          FOR VALUE RECEIVED, the undersigned, Budget Rent A Car System, Inc., a Delaware corporation
(the “Demand Note Issuer”), promises to pay to the order of Budget Truck Funding, LLC, a
Delaware corporation, or its permitted assigns (“Holder”) on any date of demand (each, a
“Demand Date”) the principal sum of $[                    ], together with interest thereon at a rate
per annum (the “Interest Rate”) equal to LIBOR plus [                    ]%, computed on the basis of a
360-day year for the actual number of days elapsed (including the first day but excluding the last
day).


Definitions. Capitalized terms used, but not defined, in this Demand Note shall have the
respective meanings assigned to them in the Base Indenture, dated as of May 11, 2006 (as may be
amended, restated, supplemented or modified from time to time, exclusive of Series Supplements
thereto creating a new Series of Notes, the “Base Indenture”), between Budget Truck
Funding, LLC and The Bank of New York Trust Company, N.A., a national banking association, as
trustee (the “Trustee”), as supplemented by the Series 2006-1 Supplement, dated as of May
11, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the
“Series 2006-1 Supplement”), among Budget Truck Funding, LLC, Budget Truck Rental, LLC, as
Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers,
the APA Banks and the Funding Agents named therein and The Bank of New York Trust Company, N.A., as
Trustee and Series 2006-1 Agent.



Principal. The outstanding principal balance (or any portion thereof) of this Demand Note
shall be due and payable on each Demand Date to the extent demand is made therefor by Holder. No
portion of the outstanding principal amount of this Demand Note may be voluntarily prepaid.



Interest. Interest shall be paid monthly on the 20th day (or the first Business
Day thereafter) of each calendar month commencing [                    ,     ]. In addition, interest shall be
paid on each Demand Date to the extent demand is made therefor.



Calculation of Principal and Interest. The interest shall be computed on a monthly basis
by applying the Interest Rate effective for the Series 2006-1 Interest Period to the outstanding
principal balance for such Series 2006-1 Interest Period. The outstanding principal balance as of
any day shall be the outstanding principal balance as of the beginning of such day, less any
payments of principal credited to the Demand Note Issuer’s account on that day. The records of
Holder with respect to amounts due and payments received hereunder shall be presumed to be correct
evidence thereof.




 









 








EXHIBIT G



Maturity Date. On the Demand Date on which payment of the remaining principal balance of
this Demand Note is to be made, or such earlier date as payment of the indebtedness evidenced
hereby shall be due, whether by mandatory prepayment, acceleration or otherwise (the “Maturity
Date”), the entire outstanding principal balance of this Demand Note, together with accrued
interest and any other sums then outstanding under this Demand Note, shall be due and payable.



Payments. All payments shall be made in lawful money of the United States of America by
wire transfer in immediately available funds and shall be applied first to fees and costs,
including collection costs, if any, next to interest and then to principal. Payments shall be made
to the account designated in the written demand for payment.



Collection Costs. The Demand Note Issuer agrees to pay all costs of collection of this
Demand Note, including, without limitation, reasonable attorney’s fees, paralegal’s fees and other
legal costs (including court costs) incurred in connection with consultation, arbitration and
litigation (including trial, appellate, administrative and bankruptcy proceedings) regardless of
whether or not suit is brought, and all other costs and expenses incurred by Holder exercising its
rights and remedies hereunder. Such costs of collection shall bear interest at the Default Rate
(as defined below) until paid.



Default. (a) If the Demand Note Issuer shall fail to pay any principal, interest or other
amounts on the date of written demand for payment; provided that such demand is made prior to 2:00
p.m. (New York City time) on a Business Day, or on the next Business Day if written demand is made
on or after 2:00 p.m. (New York City time) on a Business Day, or (b) upon the occurrence of an
Event of Bankruptcy with respect to the Demand Note Issuer (each, an “Event of Default”),
the entire outstanding principal balance of this Demand Note, together with all accrued and unpaid
interest, shall (x) in the case of an Event of Default under clause (a) above, at the option of
Holder and without further notice (any notice of such event being hereby waived by the Demand Note
Issuer), or (y) in the case of an Event of Default under clause (b) above, automatically without
notice (any notice of any such event being waived by the Demand Note Issuer), become immediately
due and payable and may be collected forthwith, and Holder may exercise any and all rights and
remedies provided herein, in law or in equity.



Default Interest. After the Maturity Date or the occurrence of an Event of Default, the
outstanding principal balance of this Demand Note and, to the extent permitted by applicable law,
accrued and unpaid interest, shall bear interest (the “Default Rate”) at the Interest Rate
plus two percent (2%) until paid in full, provided, however, in no event shall such rate exceed the
highest rate permissible under applicable law.



Waivers. The Demand Note Issuer waives all applicable exemption rights and also waives
valuation and appraisement, demand, presentment, protest and demand, and notice of protest, demand
and dishonor, and nonpayment of this Demand Note, and agrees that Holder shall have the right,
without notice, to grant any extension or extensions of time for payment of any of said
indebtedness or any other indulgences or forbearances whatsoever.



No Waiver. No delay or omission on the part of Holder in exercising its rights under this
Demand Note, or delay or omission on the part of Holder in exercising its rights hereunder, or
course of conduct relating thereto, shall operate as a waiver of such rights or any other right of




 









 








EXHIBIT G



Holder, nor shall any waiver by Holder of any such right or rights on any one occasion be deemed a
bar to, or waiver of, the same right or rights on any future occasion. Acceptance by Holder of any
payment after its due date shall not be deemed a waiver of the right to require prompt payment when
due of all other sums, and acceptance of any payment after Holder has declared the indebtedness
evidenced by this Demand Note due and payable shall not cure any Event of Default or operate as a
waiver of any right of Holder.



Modifications. No amendment, modification or waiver of, or consent with respect to, any
provision of this Demand Note shall in any event be effective unless (a) the same shall be in
writing and signed and delivered by each of Holder and the Demand Note Issuer, and (b) all consents
required for such actions under the Base Indenture and the Related Documents shall have been
received by the appropriate Persons.



Binding Effect. This Demand Note shall be binding upon the Demand Note Issuer and its
successors and assigns, and shall inure to the benefit of Holder and its successors and assigns.



Governing Law. THIS DEMAND NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



No Negotiation. This Demand Note is not negotiable other than to the Trustee for the
benefit of the Secured Parties under the Series 2006-1 Supplement. The parties intend that this
Demand Note will be pledged by the initial Holder to the Trustee for the benefit of the Secured
Parties under the Series 2006-1 Supplement and the Demand Note Issuer consents and agrees thereto.
Upon such pledge, this Demand Note shall be subject to all of the rights and remedies of the
Trustee in the Base Indenture, the Series 2006-1 Supplement and the other Related Documents and
payments hereunder shall be made only to said Trustee.



Reduction of Principal. The principal amount of this Demand Note may be reduced only in
accordance with the provisions of the Series 2006-1 Supplement.



Acknowledgment. The Demand Note Issuer hereby acknowledges receipt of [cash/capital
contribution] on the date of the issuance of this Demand Note in the principal amount of
$[                    ].



Captions. Paragraph captions used in this Demand Note are provided solely for convenience
of reference only and shall not affect the meaning or interpretation of any provision of this
Demand Note.




[Remainder of Page Intentionally Left Blank]




 









 








EXHIBIT G




          IN WITNESS WHEREOF, the undersigned has executed this Demand Note or caused this Demand Note
to be duly executed by its officer thereunto duly authorized as of the day and year first above
written.



	 	 	 	 	 
	 	BUDGET RENT A CAR SYSTEM, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ENDORSEMENT



Pay to the Order of                                                                  
                                  , without recourse




	 	 	 	 	 
	 	BUDGET TRUCK FUNDING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 










 








EXHIBIT G




PAYMENT GRID




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Date	 	 	Principal	 	 	Amount of Principal	 	 	Outstanding	 	 	Notation	 
	 	 	 	 	Amount	 	 	Payment	 	 	Principal	 	 	Made	 
	 	 	 	 	 	 	 	 	 	 	Balance	 	 	By	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 






 









 








EXHIBIT H

to

Series 2006-1

Supplement




FORM OF IRREVOCABLE SERIES 2006-1 LETTER OF CREDIT



No.[   ]




[                    ], 2006                    




The Bank of New York Trust Company, N.A., as Trustee

2 North LaSalle Street, 10th Floor

Chicago, Illinois 60602




Attention:




Dear Sir or Madam:




               The undersigned (“Series 2006-1 Letter of Credit Provider”) hereby establishes, at the
request and for the account of Avis Budget Car Rental, LLC, a Delaware limited liability company
(“ABCR”), pursuant to, and in accordance with, that certain [Credit Agreement], dated as of
                          , 200    (as amended, supplemented, restated or otherwise modified from time to time in
accordance with the terms thereof, the “Credit Agreement”), among ABCR and the financial
institutions party thereto (collectively, the “Series 2006-1 Letter of Credit Providers”),
in accordance with the terms of such Credit Agreement (i) in your favor in respect of Lease
Deficit Demands (as defined below), (ii) in your favor in respect of Unpaid Demand Note
Demands (as defined below) and (iii) in your favor in respect of Termination Demands
(as defined below) this Irrevocable Letter of Credit No. [     ], in an aggregate maximum amount of
[                    ] DOLLARS ($[                    ]) (such amount, as the same may be reduced and reinstated from
time to time as provided herein, being the “Letter of Credit Amount”), effective
immediately and expiring at 4:00 p.m. (New York time) at our [                    ] office located at
[                    ] Attention: [                    ], Telephone No.: [                    ], Facsimile No.:
[                    ] (such office or any other office which may be designated by the Series 2006-1 Letter
of Credit Provider by written notice delivered to you, being the “Series 2006-1 Letter of
Credit Provider’s Office”) on the date (the “Expiration Date”) that is the earlier of
(i)                      200    or such later date to which the term of this Series 2006-1 Letter of Credit is
extended (or, if such date is not a Business Day (as defined below), the immediately succeeding
Business Day) (the “Scheduled Expiration Date”) and (ii) the date on which we receive
written notice from you that the Series 2006-1 Letter of Credit Termination Date shall have
occurred. You are the Trustee under that certain Base Indenture (the “Base Indenture”),
dated as of May 11, 2006, between you and Budget Truck Funding, LLC (“BTF”), as the same
may be amended, supplemented or otherwise modified from time to time, and are referred to herein
(and in each Annex hereto), as the Trustee (the “Trustee”). “Series 2006-1
Supplement” means the Series 2006-1 Supplement to the Base Indenture, dated as of May 11, 2006,
among BTF, Budget Truck Rental, LLC, as Administrator, Deutsche Bank Securities, Inc., as
Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein
and you, as Trustee and Series 2006-1 Agent, as the same may be amended, supplemented, restated or
otherwise modified from time to time. Capitalized terms used herein and in the Annexes hereto and
not



 









 








EXHIBIT H



otherwise defined herein shall have the meaning set forth in the Series 2006-1 Supplement and
the Base Indenture.




               The Series 2006-1 Letter of Credit Provider irrevocably authorizes you to draw on it, in
accordance with the terms and conditions and subject to the reductions in amount as hereinafter set
forth, (1) in one or more drawings by the Trustee pursuant to the Trustee’s written and completed
certificate signed by the Trustee substantially in the form of Annex A attached hereto (any
such certificate being a “Lease Deficit Demand”), each presented to the Series 2006-1
Letter of Credit Provider at the Series 2006-1 Letter of Credit Provider’s Office, payable at sight
on a Business Day (as defined below), in each case, in an amount equal to the amount set forth in
such Lease Deficit Demand but in an aggregate amount not exceeding the Letter of Credit Amount as
in effect on such Business Day, (2) in one or more drawings by the Trustee pursuant to the
Trustee’s written and completed certificate signed by the Trustee substantially in the form of
Annex B attached hereto (any such certificate being an “Unpaid Demand Note
Demand”), each presented to the Series 2006-1 Letter of Credit Provider at the Series 2006-1
Letter of Credit Provider’s Office, payable at sight on a Business Day, in each case, in an amount
equal to the amount set forth in such Unpaid Demand Note Demand but in the aggregate amount not
exceeding the Letter of Credit Amount as in effect on such Business Day, (3) in a single drawing by
the Trustee pursuant to the Trustee’s written and completed certificate signed by the Trustee
substantially in the form of Annex C attached hereto (such certificate being a
“Termination Demand”), presented to the Series 2006-1 Letter of Credit Provider at the
Series 2006-1 Letter of Credit Provider’s Office, payable at sight on a Business Day, in an amount
equal to the amount set forth in such Termination Demand but not exceeding the Letter of Credit
Amount as in effect on such Business Day, provided that only one such Termination Demand
may be made hereunder and (4) in a single drawing by the Trustee pursuant to the Trustee’s written
and completed certificate signed by the Trustee substantially in the form of Annex D
attached hereto (such certificate being a “Termination Date Demand”), presented to the
Series 2006-1 Letter of Credit Provider at the Series 2006-1 Letter of Credit Provider’s Office,
payable at sight on a Business Day, in an amount equal to the amount set forth in such Termination
Date Demand but not exceeding the Letter of Credit Amount as in effect on such Business Day,
provided that only one such Termination Date Demand may be made hereunder. In the event
that there is more than one draw request payable on the same Business Day, the draw requests shall
be honored in the following order: (1) the Lease Deficit Demand; (2) the Unpaid Demand Note Demand;
(3) the Termination Demand and (4) the Termination Date Demand; provided that in no event shall the
Series 2006-1 Letter of Credit Provider be required to honor any draw request to the extent such
draw request is in an amount greater than the Letter of Credit Amount at such time after giving
effect to all other draw requests honored on such day. Upon the honoring of a Termination Date
Demand in full, the Series 2006-1 Letter of Credit Provider shall have no obligation to honor any
other draw request. Any payments made by the Series 2006-1 Letter of Credit Provider shall be paid
from funds of the Series 2006-1 Letter of Credit Provider. Any Lease Deficit Demand, Unpaid Demand
Note Demand, Termination Demand or Termination Date Demand may be delivered by facsimile
transmission to the Series 2006-1 Letter of Credit Provider’s Office as herein provided.
“Business Day” means any day other than a Saturday, Sunday or other day on which banks are
required or authorized by law to close in New York City, New York or Chicago, Illinois. Upon the
Series 2006-1 Letter of Credit Provider’s honoring any Lease Deficit Demand, Unpaid Demand Note
Demand, Termination Demand or Termination Date Demand presented hereunder, the Letter of Credit
Amount shall automatically be decreased by an amount equal to



 









 





EXHIBIT H



the amount of the Lease Deficit Demand, Unpaid Demand Note Demand, Termination Demand or
Termination Date Demand paid by the Series 2006-1 Letter of Credit Provider to the Trustee. In
addition to the foregoing reduction, upon the Series 2006-1 Letter of Credit Provider’s honoring
any Termination Date Demand presented to it hereunder in full, the Letter of Credit Amount shall
automatically be reduced to zero and this Series 2006-1 Letter of Credit shall be terminated.




               The Letter of Credit Amount shall be automatically reinstated when and to the extent, but only
when and to the extent, that (i) the Series 2006-1 Letter of Credit Provider is reimbursed by the
Lessee or ABCR for any amount drawn hereunder as a Lease Deficit Demand or Unpaid Demand Note
Demand, (ii) the Series 2006-1 Letter of Credit Provider receives written notice from ABCR
substantially in the form of Annex E hereto that the Letter of Credit Amount should be
reinstated in an amount set forth therein (which shall equal the amount reimbursed pursuant to
clause (i)) and that no Event of Bankruptcy (as defined in Annex E attached hereto) with
respect to ABCR or the Lessee has occurred and is continuing and (iii) this Series 2006-1 Letter of
Credit has not been terminated in accordance with the terms hereof.



               Each Lease Deficit Demand, Unpaid Demand Note Demand, Termination Demand and Termination Date
Demand shall be dated the date of its presentation, shall have a cover letter clearly marked
“PAYMENT DEMAND-IMMEDIATE ACTION REQUIRED” and shall be presented to the Series 2006-1 Letter of
Credit Provider at the Series 2006-1 Letter of Credit Provider’s Office. If the Series 2006-1
Letter of Credit Provider receives any Lease Deficit Demand, Unpaid Demand Note Demand, Termination
Demand or Termination Date Demand at such office on or prior to the Scheduled Expiration Date, all
in conformity with the terms and conditions of this Series 2006-1 Letter of Credit, not later than
12:00 noon (New York City time) on a Business Day, the Series 2006-1 Letter of Credit Provider will
make such funds available by 4:00 p.m. (New York City time) on the same day in accordance with your
payment instructions. If the Series 2006-1 Letter of Credit Provider receives any Lease Deficit
Demand, Unpaid Demand Note Demand, Termination Demand or Termination Date Demand at such office on
or prior to the termination hereof, all in conformity with the terms and conditions of this Series
2006-1 Letter of Credit, after 12:00 noon (New York City time) on a Business Day, the Series 2006-1
Letter of Credit Provider will make the funds available by 4:00 p.m. (New York City time) on the
next succeeding Business Day in accordance with your payment instructions. If you so request the
Series 2006-1 Letter of Credit Provider, payment under this Series 2006-1 Letter of Credit may be
made by wire transfer of Federal Reserve Bank of New York funds to your account in a bank on the
Federal Reserve wire system or by deposit of same day funds into a designated account.



               Upon the earliest of (i) the date on which the Series 2006-1 Letter of Credit Provider honors
a Termination Date Demand presented hereunder, (ii) the date on which the Series 2006-1 Letter of
Credit Provider receives written notice from you that this Series 2006-1 Letter of Credit has been
replaced by an alternate letter of credit and such alternate letter of credit has been received by
you, (iii) the date on which the Series 2006-1 Letter of Credit Provider receives written notice
from you substantially in the form attached hereto as Annex F, and (iv) the Scheduled
Expiration Date, this Series 2006-1 Letter of Credit shall automatically terminate and you shall
surrender this Series 2006-1 Letter of Credit to the undersigned Series 2006-1 Letter of Credit
Provider on such day.



 









 





EXHIBIT H




               For purposes of the certificates to be delivered by you in the form attached hereto as
Annexes A, B and D: “Pro Rata Share” means, with respect to any
Series 2006-1 Letter of Credit Provider as of any date, the fraction (expressed as a percentage)
obtained by dividing (A) such Series 2006-1 Letter of Credit Provider’s Letter of Credit Amount as
of such date by (B) an amount equal to the aggregate amount of the Letter of Credit Amounts of all
the Series 2006-1 Letter of Credit Providers under their respective Series 2006-1 Letters of Credit
as of such date; provided, that only for purposes of calculating the Pro Rata Share with
respect to any Series 2006-1 Letter of Credit Provider as of any date, if such Series 2006-1 Letter
of Credit Provider has not complied with its obligation to pay the Trustee the amount of any Lease
Deficit Demand, Unpaid Demand Note Demand, Termination Demand or Termination Date Demand (as
defined in the related Series 2006-1 Letter of Credit) made prior to such date, such Series 2006-1
Letter of Credit Provider’s Letter of Credit Amount, as of such date shall be treated as reduced
(for calculation purposes only) by the amount of such unpaid Lease Deficit Demand, Unpaid Demand
Note Demand, Termination Demand or Termination Date Demand, as the case may be, and shall not be
reinstated for purposes of such calculation unless and until the date as of which such Series
2006-1 Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the
Lessee or ABCR, as the case may be, for such amount (provided that the foregoing
calculation shall not in any manner reduce the undersigned’s actual liability in respect of any
failure to pay any Lease Deficit Demand, Unpaid Demand Note Demand, Termination Demand or
Termination Date Demand).



               This Series 2006-1 Letter of Credit is transferable in its entirety to any transferee(s) who
you certify to the Series 2006-1 Letter of Credit Provider has succeeded you, as Trustee, and may
be successively transferred. Transfer of this 2006-1 Letter of Credit to such transferee shall be
effected by the presentation to the Series 2006-1 Letter of Credit Provider of this Series 2006-1
Letter of Credit accompanied by a certificate substantially in the form of Annex G attached
hereto. Upon such presentation the Series 2006-1 Letter of Credit Provider shall forthwith
transfer this Series 2006-1 Letter of Credit to the transferee.



               This Series 2006-1 Letter of Credit sets forth in full the undertaking of the Series 2006-1
Letter of Credit Provider, and such undertaking shall not in any way be modified, amended,
amplified or limited by reference to any document, instrument or agreement referred to herein,
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such certificates.
In furtherance of the foregoing, with regard to any conflict between the terms hereof and those
contained in the Credit Agreement, the terms hereof shall govern.



               On the Business Day immediately following any Business Day on which the Series 2006-1 Invested
Amount shall have been reduced (each a “Decrease Day”), the Letter of Credit Amount may be
reduced upon prior written notice (which may be by facsimile transmission with telephone
confirmation of receipt as herein provided) delivered to the Series 2006-1 Letter of Credit
Provider on or before such Decrease Day purportedly signed by the Administrator by an amount (which
will be expressed in United States Dollars in such notice) set forth in such notice equal to the
lesser of the Pro Rata Share of (1) the excess, if any, of the Series 2006-1 Permitted Principal
Amount over the Series 2006-1 Invested Amount and (2) the excess, if any, of the Series 2006-1
Liquidity Amount over the Series 2006-1 Required Liquidity



 









 








EXHIBIT H



Amount, in the case of (1) and (2) calculated as of such Decrease Day after giving effect to
all payments of principal on such Decrease Day with respect to the Series 2006-1 Notes.




               Making a non-complying drawing, withdrawing a drawing or failing to make any drawing does not
waive or otherwise prejudice the right to make another timely drawing or a timely redrawing.
Article 41 of the Uniform Customs (as defined below) shall not apply to this Series 2006-1 Letter
of Credit.



               This Series 2006-1 Letter of Credit is subject to the Uniform Customs and Practice for
Documentary Credits, 1993 Revision, ICC Publication No. 500 (the “Uniform Customs”), except
as otherwise provided above and except that notwithstanding any provisions of Article 17 of the
Uniform Customs which contains provisions to the contrary, if this Series 2006-1 Letter of Credit
expires during an interruption of business (as described in Article 17), we agree to effect payment
under this Series 2006-1 Letter of Credit, if a drawing which conforms to the terms and conditions
of this Series 2006-1 Letter of Credit is made within twenty (20) days after the resumption of
business, and, as to matters not covered by the Uniform Customs, shall be governed by the law of
the State of New York, including the Uniform Commercial Code as in effect in the State of New York.
Communications with respect to this Series 2006-1 Letter of Credit shall be in writing and shall
be addressed to the Series 2006-1 Letter of Credit Provider at the Series 2006-1 Letter of Credit
Provider’s Office, specifically referring to the number of this Series 2006-1 Letter of Credit.



	 	 	 	 	 
	 	Very truly yours,


[Series 2006-1 Letter of Credit Provider]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



ANNEX A




CERTIFICATE OF LEASE DEFICIT DEMAND




[Series 2006-1 Letter of Credit Provider]

[Address]




Attention: [          ]





               Certificate of Lease Deficit Demand under the Irrevocable Letter of Credit No. [                    ] (the
“Series 2006-1 Letter of Credit”; the terms defined therein and not otherwise defined
herein being used herein as therein defined or incorporated), dated as of                           , 200   ,
issued by                     , as the Series 2006-1 Letter of Credit Provider, in favor of The Bank
of New York Trust Company, N.A., as trustee (the “Trustee”), under that certain Base
Indenture, dated as of May 11, 2006, between the Trustee and Budget Truck Funding, LLC
(“BTF”), as amended or supplemented (exclusive of any Series Supplement creating a new
Series of Notes), and as further supplemented by that certain Series 2006-1 Supplement thereto (the
“Series 2006-1 Supplement”), dated as of May 11, 2006, among BTF, Budget Truck Rental, LLC,
as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit
Purchasers, the APA Banks and the Funding Agents named therein, the Trustee and The Bank of New
York Trust Company, N.A., as Series 2006-1 Agent (the “Indenture”).



               The undersigned, a duly authorized officer of the Trustee, hereby certifies to the Series
2006-1 Letter of Credit Provider as follows:



               1.     [                    ] is the Trustee under the Indenture.



               2.     [The Trustee is making a drawing under the Series 2006-1 Letter of Credit as required by
Section 3.3(d) of the Series 2006-1 Supplement in an amount equal to $                     (the “Interest
Lease Deficit Disbursement”), which amount is equal to the lesser of (i) the product of (A) the
Series 2006-1 Letter of Credit Provider’s Pro Rata Share as of the date hereof and (B) the lesser
of (x) the Series 2006-1 Lease Interest Payment Deficit, and (y) the excess, if any, of (A) the sum
(1) the Series 2006-1 Monthly Interest for the Series 2006-1 Interest Period ending on the day
preceding the date hereof, (2) the Commitment Fees for each Purchase Group for the Series 2006-1
Interest Period ending on the day preceding the related Distribution Date and (3) any unpaid Series
2006-1 Shortfall as of the date hereof over (B) the sum of (1) the amounts available from the
Series 2006-1 Accrued Interest Account on the date hereof (2) the amount withdrawn from the Series
2006-1 Reserve Account pursuant to Section 3.3(b) of the Series 2006-1 Supplement, and (ii) the
Letter of Credit Amount as in effect on the date of this certificate.] [The Trustee is making a
drawing under the Series 2006-1 Letter of Credit as required by Section 3.5(c)(ii) of the Series
2006-1 Supplement in an amount equal to $                     (the “Principal Lease Deficit
Disbursement”), which amount is equal to the lesser of (i) the product of (A) the Series 2006-1
Letter of Credit Provider’s Pro Rata Share as of the date hereof and (B) the lesser of (x) the
Series 2006-1 Lease Principal Payment Deficit and (y) the amount by which the Series 2006-1
Principal Deficit Amount on the date hereof exceeds the amount to be deposited in the Series 2006-1
Distribution Account in accordance with Section



 









 





Annex A

Page 2



3.5(c)(i) of the Series 2006-1 Supplement, and (ii) the Letter of Credit Amount as in effect
on the date of this certificate.] The “Lease Deficit Disbursement” on any day shall be the
sum of the Interest Lease Deficit Disbursement and the Principal Lease Deficit Disbursement.




               3.     Concurrently with the draw being demanded hereby, the undersigned is making a draw under
each of the other Series 2006-1 Letters of Credit in an amount equal to the related other Series
2006-1 Letter of Credit Providers’ Pro Rata Share as of the date hereof of the amount to be drawn
on the Series 2006-1 Letters of Credit pursuant to Section [3.3(d)] [3.5(c)(ii)] of the Series
2006-1 Supplement on the date hereof.



               4.     The related Series 2006-1 Lease Payment Deficit is attributable to the Lessee’s failure to
pay amounts due under the Leases.



               5.     You are requested to deliver an amount equal to the Lease Deficit Disbursement pursuant to
the following instructions:



[insert payment instructions for wire to the



Trustee and payment date] [deposit in account in same day funds]




               6.     The Trustee acknowledges that, pursuant to the terms of the Series 2006-1 Letter of Credit,
upon the Series 2006-1 Letter of Credit Provider’s honoring in full the draw amount set forth in
this certificate, the Letter of Credit Amount shall be automatically reduced by an amount equal to
the amount paid by the Series 2006-1 Letter of Credit Provider in respect of such draw.



               IN WITNESS WHEREOF, the duly authorized officer of the Trustee has executed and delivered this
certificate on behalf of the Trustee on this                     day of                                         ,      .



	 	 	 	 	 
	 	[                                                       ],

                    as Trustee


 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



ANNEX B




CERTIFICATE OF UNPAID DEMAND NOTE DEMAND




[Series 2006-1 Letter of Credit Provider]

[Address]




Attention: [   ]





               Certificate of Unpaid Demand Note Demand under the Irrevocable Letter of Credit No. [          ] (the “Series 2006-1 Letter of Credit”; the terms defined therein and not otherwise
defined herein being used herein as therein defined or incorporated therein), dated as of
                    , 200_, issued by                     , as the Series 2006-1 Letter of Credit Provider,
in favor of The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), under
that certain Base Indenture, dated as of May 11, 2006, between the Trustee and Budget Truck
Funding, LLC (“BTF”), as amended or supplemented (exclusive of any Series Supplement
thereto creating a new Series of Notes), and as further supplemented by that certain Series 2006-1
Supplement thereto (the “Series 2006-1 Supplement”), dated as of May 11, 2006, among BTF,
Budget Truck Rental, LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative
Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein, the Trustee
and The Bank of New York Trust Company, N.A., as Series 2006-1 Agent (the “Indenture”).



               The undersigned, a duly authorized officer of the Trustee, hereby certifies to the Series
2006-1 Letter of Credit Provider as follows:




	1.	 	[     ] is the Trustee under the Indenture.
	 
	2.	 	The Trustee is making a drawing under the Series 2006-1 Letter of Credit as required by
Section 3.5[(c)(iv)] [(d)(iii)] of the Series 2006-1 Supplement in an amount equal to
$                     (the “Unpaid Demand Note Disbursement”), which amount is equal to the
lesser of (i) the product of the Series 2006-1 Letter of Credit Provider’s Pro Rata Share as
of the date hereof and the Series 2006-1 Unpaid Demand Amount and (ii) the Letter of Credit
Amount as in effect on the date of this certificate.
	 
	3.	 	Concurrently with the draw being demanded hereby, the undersigned is making a draw under each
of the other Series 2006-1 Letters of Credit in an amount equal to the related other Series
2006-1 Letter of Credit Providers’ Pro Rata Share as in effect on the date hereof of the
Series 2006-1 Unpaid Demand Amount.
	 
	4.	 	You are requested to deliver an amount equal to the Unpaid Demand Note Disbursement pursuant
to the following instructions:





[Insert payment instructions for wire to the



Trustee and payment date]





	5.	 	The Trustee acknowledges that, pursuant to the terms of the Series 2006-1 Letter of Credit,
upon the Series 2006-1 Letter of Credit Provider’s honoring in full the draw




 









 











Annex B

Page 2





	 	 	amount set forth in this certificate, the Letter of Credit Amount shall be automatically
reduced by an amount equal to the amount paid by the Series 2006-1 Letter of Credit Provider
in respect of such draw.





               IN WITNESS WHEREOF, a duly authorized officer of the Trustee has executed and delivered this
certificate on behalf of the Trustee on this      day of                     ,      .



	 	 	 	 	 
	 	[                                                       ],

                    as Trustee


 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 










 




ANNEX C




CERTIFICATE OF TERMINATION DEMAND




[Series 2006-1 Letter of Credit Provider]

[Address]




Attention: [                    ]




          Certificate of Termination Demand under the Irrevocable Letter of Credit No. [          ] (the
“Series 2006-1 Letter of Credit”; the terms defined therein or incorporated therein and not
otherwise defined herein being used herein as therein defined), dated as of                                ,
200_, issued by                                         , as the Series 2006-1 Letter of Credit Provider, in favor of
The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), under that certain
Base Indenture, dated as of May 11, 2006, between the Trustee and Budget Truck Funding, LLC
(“BTF”), as amended or supplemented (exclusive of any Series Supplement thereto creating a
new Series of Notes), and as further supplemented by that certain Series 2006-1 Supplement thereto
(the “Series 2006-1 Supplement”), dated as of May 11, 2006, among BTF, Budget Truck Rental,
LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit
Purchasers, the APA Banks and the Funding Agents named therein, the Trustee and The Bank of New
York Trust Company, N.A., as Series 2006-1 Agent (the “Indenture”).




          The undersigned, a duly authorized officer of the Trustee, hereby certifies to the Series
2006-1 Letter of Credit Provider as follows:




          1.    [          ] is the Trustee under the Indenture.




          2.    The Trustee is making a drawing under the Series 2006-1 Letter of Credit as required by
Section 3.8[(b)] [(c)] of the Series 2006-1 Supplement in an amount equal to $                                        
(the “Termination Disbursement”), which amount is equal to the lesser of (i) the Pro Rata
Share of the greater of (A) the excess, if any, of the Series 2006-1 Required Enhancement Amount
over the Series 2006-1 Enhancement Amount, excluding the Letter of Credit Amount as in effect on
the date of this certificate and (B) the excess, if any, of the Series 2006-1 Required Liquidity
Amount over the Series 2006-1 Liquidity Amount, excluding the Letter of Credit Amount as in effect
on the date of this certificate and (ii) the Letter of Credit Amount as in effect on the date of
this certificate.




          3.    You are requested to deliver an amount equal to the Termination Disbursement pursuant to
the following instructions:




[Insert payment instructions for wire to the




Trustee and payment date]




 









 





Annex C

Page 2




          4.    The Trustee acknowledges that, pursuant to the terms of the Series 2006-1 Letter of Credit,
upon the Series 2006-1 Letter of Credit Provider’s honoring in full the draw amount set forth in
this certificate, the Letter of Credit Amount shall be automatically reduced to zero and the Series
2006-1 Letter of Credit shall terminate and be immediately returned to the Series 2006-1 Letter of
Credit Provider.




          IN WITNESS WHEREOF, a duly authorized officer of the Trustee has executed and delivered this
certificate on behalf of the Trustee on this            day of                                         ,           .




	 	 	 	 	 
	 	[	],
	 	as Trustee	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





ANNEX D




CERTIFICATE OF TERMINATION DATE DEMAND




[Series 2006-1 Letter of Credit Provider]

[Address]




Attention: [                    ]




     Certificate of Termination Date Demand under the Irrevocable Letter of Credit No. [                    ]
(the “Series 2006-1 Letter of Credit”; the terms defined therein and not otherwise defined
herein being used herein as therein defined), dated as of [                                        ]; issued by
[                                        ], as the Series 2006-1 Letter of Credit Provider, in favor of The Bank of New
York Trust Company, N.A., as the Trustee (the “Trustee”), under that certain Base
Indenture, dated as of May 11, 2006, between the Trustee and Budget Truck Funding, LLC
(“BTF”), as amended or supplemented (exclusive of any Series Supplement thereto creating a
new Series of Notes), and as further supplemented by that certain Series 2006-1 Supplement thereto
(the “Series 2006-1 Supplement”), dated as of May 11, 2006, among BTF, Budget Truck Rental,
LLC, as Administrator, the CP Conduits, the APA Banks and the Funding Agents named therein,
Deutsche Bank Securities, Inc., as Administrative Agent, the Trustee and The Bank of New York Trust
Company, N.A., as Series 2006-1 Agent (the “Indenture”).



     The undersigned, a duly authorized officer of the Trustee, hereby certifies to the Series
2006-1 Letter of Credit Provider as follows:



     1.    The Bank of New York Trust Company, N.A., is the Trustee under the Indenture.



     2.    The Trustee is making a drawing under the Series 2006-1 Letter of Credit as required by
Section 3.8(j) of the Series 2006-1 Supplement in an amount equal to $                     (the
“Termination Date Disbursement”), which amount is equal to the lesser of (i) the [product
of the Series 2006-1 Letter of Credit Provider’s Pro Rata Share as of the date hereof and
the]* Series 2006-1 Demand Note Payment Amount and (ii) the Letter of Credit Amount as
in effect on the date of this certificate.



     3.    [Concurrently with the draw being demanded hereby, the undersigned is making a draw under
each of the other Series 2006-1 Letters of Credit in an amount equal to the related other Series
2006-1 Letter of Credit Providers’ Pro Rata Share of the Series 2006-1 Demand Note Payment
Amount.]*



     4.    You are requested to deliver an amount equal to the Termination Date Disbursement pursuant
to the following instructions:





 




			
	*	 	If there is more than one Series 2006-1 Letter of Credit Provider





 









 





Annex D

Page 2



[insert payment instructions for wire to the

Trustee and payment date]




     5.    The Trustee acknowledges that, pursuant to the terms of the Series 2006-1 Letter of Credit,
upon the Series 2006-1 Letter of Credit Provider’s honoring in full the draw amount set forth in
this certificate, the Letter of Credit Amount shall be automatically reduced to zero and the Series
2006-1 Letter of Credit shall terminate and be immediately returned to the Series 2006-1 Letter of
Credit Provider.



     IN WITNESS WHEREOF, a duly authorized officer of the Trustee has executed and delivered this
certificate on behalf of the Trustee on this                      day of                                         ,           .



	 	 	 	 	 
	 	The Bank of New York Trust Company, N.A.,

     as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





ANNEX E



CERTIFICATE OF REINSTATEMENT OF LETTER OF CREDIT AMOUNT




[Series 2006-1 Letter of Credit Provider]

[Address]




Attention: [                    ]




          Certificate of Reinstatement of Letter of Credit Amount under the Irrevocable Letter of Credit
No. [          ] (the “Series 2006-1 Letter of Credit”; the terms defined therein
and not otherwise defined herein being used herein as therein defined or incorporated therein),
dated as of                                                    , 200_, issued by      
           
                        , as the Series 2006-1 Letter of
Credit Provider, in favor of The Bank of New York Trust Company, N.A., as trustee (the
“Trustee”), under that certain Base Indenture, dated as of May 11, 2006, between the
Trustee and Budget Truck Funding, LLC (“BTF”), as amended or supplemented (exclusive of any
Series Supplement thereto creating a new Series of Notes), and as further supplemented by that
certain Series 2006-1 Supplement thereto (the “Series 2006-1 Supplement”), dated as of May
11, 2006, among BTF, Budget Truck Rental, LLC, as Administrator, Deutsche Bank Securities, Inc., as
Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents named
therein, the Trustee and The Bank of New York Trust Company, N.A., as Series 2006-1 Agent (the
“Indenture”).




          The undersigned, a duly authorized officer of Avis Budget Car Rental, LLC (“ABCR”), hereby
certifies to the Series 2006-1 Letter of Credit Provider as follows:




          1.    As of the date of this certificate, the Series 2006-1 Letter of Credit Provider has been
reimbursed by [          ] in the amount of $[          ] (the “Reimbursement
Amount”) in respect of the [Lease Deficit Demand] [Unpaid Demand Note Demand] (the
“Demand”) made on                                         ,           .




          2.    ABCR hereby notifies you that, pursuant to the terms and conditions of the Series 2006-1
Letter of Credit, the Letter of Credit Amount of the Series 2006-1 Letter of Credit Provider is
hereby reinstated in the amount of $[          ] (the “Reinstatement Amount”) [NOT
TO EXCEED REIMBURSEMENT AMOUNT] so that the Letter of Credit Amount of the Series 2006-1 Letter of
Credit Provider after taking into account such reinstatement is in amount equal to $[          ] [NOT TO EXCEED MAXIMUM AMOUNT OF LETTER OF CREDIT PRIOR TO DRAWING].




          3.    As of the date of this Certificate, no Event of Bankruptcy with respect to ABCR or the
Lessee has occurred and is continuing. “Event of Bankruptcy”, with respect to the Lessee
or ABCR, means (a) a case or other proceeding shall be commenced, without the application or
consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement,
dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of
a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or
all or any substantial part of its assets, or any similar action with respect to such Person under
any law relating to bankruptcy, insolvency, reorganization, winding up or




 









 





Annex E

Page 2



composition or adjustment of debts, and such case or proceeding shall continue undismissed, or
unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of
such Person shall be entered in an involuntary case under the federal bankruptcy laws or other
similar laws now or hereafter in effect; or (b) such Person shall commence a voluntary case or
other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement,
dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or
other similar official) for such Person or for any substantial part of its property, or shall make
any general assignment for the benefit of creditors; or (c) the board of directors of such Person
(if such Person is a corporation or similar entity) shall vote to implement any of the actions set
forth in clause (b) above.




          IN WITNESS WHEREOF, ABCR has executed and delivered this certificate on this            day of                              
        ,           .




	 	 	 	 	 
	 	AVIS BUDGET CAR RENTAL, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Acknowledged and Agreed:



The undersigned hereby acknowledges receipt of the Reimbursement Amount (as defined above) in the
amount set forth above in paragraph 1 and agrees for the benefit of the Trustee that the
undersigned’s Letter of Credit Amount is in an amount equal to $_________ as of the date hereof
after taking into account the reinstatement of the undersigned’s Letter of Credit Amount by an
amount equal to the Reinstatement Amount.



[Series 2006-1 Letter of Credit Provider]




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






 









 





ANNEX F




CERTIFICATE OF TERMINATION




[Series 2006-1 Letter of Credit Provider]

[Address]




Attention: [                    ]




          Certificate of Termination of Letter of Credit Amount under the Irrevocable Letter of Credit
No. [          ] (the “Series 2006-1 Letter of Credit”; the terms defined therein and
not otherwise defined herein being used herein as therein defined), dated as of                                         ,           
200_, issued by                                         , as the Series 2006-1 Letter of Credit Provider, in favor of The
Bank of New York Trust Company, N.A., as trustee (the “Trustee”), under that certain Base
Indenture, dated as of May 11, 2006, between the Trustee and Budget Truck Funding, LLC
(“BTF”), as amended or supplemented (exclusive of any Series Supplement thereto creating a
new Series of Notes), and as further supplemented by that certain Series 2006-1 Supplement thereto
(the “Series 2006-1 Supplement”), dated as of May 11, 2006, among BTF, Budget Truck Rental,
LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit
Purchasers, the APA Banks and the Funding Agents named therein, the Trustee and The Bank of New
York Trust Company, N.A., as Series 2006-1 Agent (the “Indenture”).




          The undersigned, duly authorized officer of the Trustee, hereby certifies to the Series 2006-1
Letter of Credit Provider as follows:





	 	1.	 	[          ] is the Trustee under the Indenture.
	 
	 	2.	 	As of the date of this certificate, the Series 2006-1 Letter of Credit
Termination Date has occurred under the Series 2006-1 Supplement.
	 
	 	3.	 	The Trustee hereby notifies the Series 2006-1 Letter of Credit Provider that as
a result of the occurrence of the Series 2006-1 Letter of Credit Termination Date, the
undersigned is returning herewith the Series 2006-1 Letter of Credit Provider’s Series
2006-1 Letter of Credit to the Series 2006-1 Letter of Credit Provider.





 









 





Annex F

Page 2




          IN WITNESS WHEREOF, a duly authorized officer of the Trustee has executed and delivered this
certificate on behalf of the Trustee on this            day of                                         .




	 	 	 	 	 
	 	[	],
	 	, as the Trustee	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





ANNEX G



INSTRUCTION TO TRANSFER





                                        ,           



[Series 2006-1 Letter of Credit Provider]

[Address]




Attention: [                    ]




	 	 	 
	Re:

	 	Irrevocable Letter of Credit No. [                                                            ]





Ladies and Gentlemen:




For value received, the undersigned beneficiary hereby irrevocably transfers to:




	 	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	[Name of Transferee]	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	[Address]	 	 






          all rights of the undersigned beneficiary to draw under the above-captioned Series 2006-1
Letter of Credit (the “Series 2006-1 Letter of Credit”) issued by the Series 2006-1 Letter
of Credit Provider named therein in favor of the undersigned. The transferee has succeeded the
undersigned as Trustee under that certain Base Indenture, dated as of May 11, 2006, between The
Bank of New York Trust Company, N.A., as trustee (the “Trustee”) and Budget Truck Funding,
LLC (“BTF”), as amended or supplemented (exclusive of any Series Supplement thereto
creating a new Series of Notes), and as further supplemented by that certain Series 2006-1
Supplement thereto (as amended from time to time, the “Series 2006-1 Supplement”), dated as
of May 11, 2006, among BTF, Budget Truck Rental, LLC, Administrator, Deutsche Bank Securities,
Inc., as Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents
named therein, the Trustee and The Bank of New York Trust Company, N.A., as Series 2006-1 Agent.




          By this transfer, all rights of the undersigned beneficiary in the Series 2006-1 Letter of
Credit are transferred to the transferee and the transferee shall hereafter have the sole rights as
beneficiary thereof; provided, however, that no rights shall be deemed to have been
transferred to the transferee until such transfer complies with the requirements of the Series
2006-1 Letter of Credit pertaining to transfers.




 









 





     The Series 2006-1 Letter of Credit is returned herewith and in accordance therewith we ask
that this transfer be effective and that the Series 2006-1 Letter of Credit Provider transfer the
Series 2006-1 Letter of Credit to our transferee or that, if so requested by the transferee, the
Series 2006-1 Letter of Credit Provider issue a new irrevocable letter of credit in favor of the
transferee with provisions consistent with the Series 2006-1 Letter of Credit.



     IN WITNESS WHEREOF, a duly authorized officer of the Trustee has executed and delivered this
certificate on this            day of                                         .



	 	 	 	 	 
	 	[	],
	 	as the Trustee	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: