EX-10.15



 








Exhibit 10.15



CONFORMED
COPY




MASTER MOTOR VEHICLE OPERATING

LEASE AGREEMENT




dated as of May 11, 2006




among




BUDGET TRUCK FUNDING, LLC,

as Lessor,




BUDGET TRUCK RENTAL, LLC,

as Administrator

as Lessee




and




AVIS BUDGET CAR RENTAL, LLC.,

as Guarantor



AS SET FORTH IN SECTION 23 HEREOF, LESSOR HAS ASSIGNED TO THE TRUSTEE (AS DEFINED HEREIN)
CERTAIN OF ITS RIGHT, TITLE AND INTEREST IN AND TO THIS LEASE. TO THE EXTENT, IF ANY, THAT THIS
LEASE CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN
EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED THROUGH
THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL EXECUTED COUNTERPART, WHICH
SHALL BE IDENTIFIED AS THE COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY THE TRUSTEE ON
THE SIGNATURE PAGE THEREOF.




[THIS IS NOT COUNTERPART NO. 1]





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	1.
	 	DEFINITIONS	 	 	1	 
	2.
	 	GENERAL AGREEMENT	 	 	1	 
	 
	 	2.1. Lease of BTF Trucks	 	 	3	 
	 
	 	2.2. Right of Lessees to Act as Lessor’s Agent	 	 	4	 
	 
	 	2.3. Payment of Purchase Price by Lessor	 	 	4	 
	 
	 	2.4. Non-Liability of Lessor	 	 	4	 
	 
	 	2.5. Lessee’s Rights to Purchase BTF Trucks	 	 	5	 
	 
	 	2.6. Lessor’s Right to Cause BTF Trucks to be Sold	 	 	5	 
	 
	 	2.7. Conditions to Each Lease of Trucks	 	 	6	 
	3.
	 	TERM.	 	 	6	 
	 
	 	3.1. Vehicle Term	 	 	6	 
	 
	 	3.2. Term	 	 	7	 
	4.
	 	RENT AND CHARGES	 	 	7	 
	 
	 	4.1. Payment of Rent	 	 	7	 
	 
	 	4.2. Net Lease	 	 	7	 
	5.
	 	INSURANCE	 	 	8	 
	 
	 	5.1. Personal Injury and Damage	 	 	8	 
	 
	 	5.2. Delivery of Certificate of Insurance	 	 	8	 
	 
	 	5.3. Changes in Insurance Coverage	 	 	8	 
	6.
	 	RISK OF LOSS: CASUALTY OBLIGATIONS.	 	 	9	 
	 
	 	6.1. Risk of Loss Borne by Lessee	 	 	9	 
	 
	 	6.2. Casualty	 	 	9	 
	7.
	 	BTF TRUCK USE	 	 	9	 
	8.
	 	LIENS	 	 	10	 
	9.
	 	NON-DISTURBANCE	 	 	10	 
	10.
	 	REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES	 	 	10	 
	11.
	 	MAINTENANCE AND REPAIRS	 	 	11	 
	12.
	 	BTF TRUCK WARRANTIES.	 	 	11	 
	 
	 	12.1. No Lessor Warranties	 	 	11	 
	 
	 	12.2. Manufacturer’s Warranties	 	 	12	 






 i 




 









 






	 	 	 	 	 	 	 
	13.
	 	BTF TRUCK USAGE GUIDELINES AND RETURN; TRUCK SPECIAL DAMAGE PAYMENTS.	 	 	12	 
	 
	 	13.1. Usage	 	 	12	 
	 
	 	13.2. Truck Special Damage Payments	 	 	12	 
	14.
	 	DISPOSITION PROCEDURE	 	 	12	 
	15.
	 	ODOMETER DISCLOSURE REQUIREMENT	 	 	12	 
	16.
	 	GENERAL INDEMNITY.	 	 	13	 
	 
	 	16.1. Indemnity by the Lessee and the Guarantor	 	 	13	 
	 
	 	16.2. Reimbursement Obligation by the Lessee and the Guarantor	 	 	13	 
	 
	 	16.3. Defense of Claims	 	 	14	 
	17.
	 	ASSIGNMENT.	 	 	16	 
	 
	 	17.1. Right of the Lessor to Assign this Agreement	 	 	16	 
	 
	 	17.2. Limitations on the Right of the Lessee to Assign this Agreement	 	 	16	 
	18.
	 	DEFAULT AND REMEDIES THEREFOR.	 	 	16	 
	 
	 	18.1. Events of Default	 	 	16	 
	 
	 	18.2. Effect of Lease Event of Default or Liquidation Event of Default	 	 	17	 
	 
	 	18.3. Rights of Lessor Upon Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default
	 	 	17	 
	 
	 	18.4. Rights of Trustee Upon Liquidation Event of Default, Limited Liquidation Event of Default and Non-Performance of Certain Covenants.
	 	 	18	 
	 
	 	18.5. Measure of Damages	 	 	19	 
	 
	 	18.6. Application of Proceeds	 	 	20	 
	19.
	 	CERTIFICATION OF TRADE OR BUSINESS USE	 	 	20	 
	20.
	 	SURVIVAL	 	 	20	 
	21.
	 	TITLE	 	 	20	 
	22.
	 	GUARANTY	 	 	21	 
	 
	 	22.1. Guaranty	 	 	21	 
	 
	 	22.2. Scope of Guarantor’s Liability	 	 	21	 
	 
	 	22.3. Lessor’s Right to Amend this Agreement, Etc.	 	 	21	 
	 
	 	22.4. Waiver of Certain Rights by Guarantor	 	 	22	 
	 
	 	22.5. Guarantor to Pay Lessor’s Expenses	 	 	23	 
	 
	 	22.6. Reinstatement	 	 	23	 
	 
	 	22.7. Pari Passu Indebtedness	 	 	23	 
	23.
	 	RIGHTS OF LESSOR ASSIGNED	 	 	23	 
	24.
	 	MODIFICATION AND SEVERABILITY	 	 	24	 






ii




 









 






	 	 	 	 	 	 	 
	25.
	 	CERTAIN REPRESENTATIONS AND WARRANTIES	 	 	24	 
	 
	 	25.1. Organization; Ownership; Power; Qualification	 	 	24	 
	 
	 	25.2. Authorization; Enforceability	 	 	25	 
	 
	 	25.3. Compliance	 	 	25	 
	 
	 	25.4. Financial Information; Financial Condition	 	 	25	 
	 
	 	25.5. Litigation	 	 	26	 
	 
	 	25.6. Liens	 	 	26	 
	 
	 	25.7. Employee Benefit Plans	 	 	26	 
	 
	 	25.8. Investment Company Act	 	 	26	 
	 
	 	25.9. Regulations T, U and X	 	 	26	 
	 
	 	25.10. Jurisdiction of Organization; Principal Places of Business Locations	 	 	27	 
	 
	 	25.11. Taxes	 	 	27	 
	 
	 	25.12. Governmental Authorization	 	 	27	 
	 
	 	25.13. Compliance with Laws	 	 	27	 
	 
	 	25.14. Eligible Trucks	 	 	27	 
	 
	 	25.15. Supplemental Documents True and Correct	 	 	28	 
	 
	 	25.16. Absence of Default	 	 	28	 
	 
	 	25.17. Title to Assets	 	 	28	 
	 
	 	25.18. Burdensome Provisions	 	 	28	 
	 
	 	25.19. No Adverse Change	 	 	28	 
	 
	 	25.20. No Adverse Fact	 	 	28	 
	 
	 	25.21. Accuracy of Information	 	 	28	 
	 
	 	25.22. Solvency	 	 	29	 
	26.
	 	CERTAIN AFFIRMATIVE COVENANTS	 	 	29	 
	 
	 	26.1. Corporate Existence; Foreign Qualification	 	 	29	 
	 
	 	26.2. Books, Records and Inspections	 	 	29	 
	 
	 	26.3. Insurance	 	 	29	 
	 
	 	26.4. Reporting Requirements	 	 	30	 
	 
	 	26.5. Payment of Taxes; Removal of Liens	 	 	31	 
	 
	 	26.6. Business	 	 	31	 
	 
	 	26.7. Maintenance of Separate Existence	 	 	31	 
	 
	 	26.8. Maintenance of the BTF Trucks	 	 	31	 
	 
	 	26.9. Accounting Methods, Financial Records	 	 	32	 
	 
	 	26.10. Disclosure to Auditors	 	 	32	 
	 
	 	26.11. Disposal of BTF Trucks	 	 	32	 
	 
	 	26.12. Nominee Agreement	 	 	32	 
	27.
	 	CERTAIN NEGATIVE COVENANTS	 	 	32	 
	 
	 	27.1. Mergers, Consolidations	 	 	32	 
	 
	 	27.2. Other Agreements	 	 	33	 
	 
	 	27.3. Liens	 	 	33	 
	 
	 	27.4. Use of BTF Trucks	 	 	33	 
	28.
	 	ADMINISTRATOR ACTING AS AGENT OF THE LESSOR	 	 	33	 






iii




 









 






	 	 	 	 	 	 	 
	29.
	 	NO PETITION	 	 	33	 
	30.
	 	SUBMISSION TO JURISDICTION	 	 	33	 
	31.
	 	GOVERNING LAW	 	 	34	 
	32.
	 	JURY TRIAL	 	 	34	 
	33.
	 	NOTICES	 	 	34	 
	34.
	 	LIABILITY	 	 	35	 
	35.
	 	HEADINGS	 	 	35	 
	36.
	 	EXECUTION IN COUNTERPARTS	 	 	35	 
	37.
	 	EFFECTIVE DATE	 	 	35	 
	38.
	 	NO RECOURSE	 	 	35	 






	 	 	 
	SCHEDULES AND ATTACHMENTS
	Schedule 25.5
	 	Litigation
	Schedule 30.10
	 	Jurisdiction of Organization and Prior Business Locations
	 
	 	 
	ATTACHMENT A
	 	Information Relating to BTF Trucks
	ATTACHMENT B
	 	Information Relating to Additional Trucks
	ATTACHMENT C
	 	Form of Power of Attorney






iv





 










 








MASTER MOTOR VEHICLE




OPERATING LEASE AGREEMENT




     This Master Motor Vehicle Operating Lease Agreement (this “Agreement”), dated as of
May 11, 2006, is made by and among BUDGET TRUCK FUNDING, LLC (“BTF”), a Delaware limited liability
company (the “Lessor”), BUDGET TRUCK RENTAL, LLC, a Delaware limited liability company
(“BTR”), as lessee (the “Lessee”) and as administrator (the
“Administrator”), and AVIS BUDGET CAR RENTAL, LLC, a Delaware limited liability company
(“ABCR”), as guarantor (the “Guarantor”).



W I T N E S S E T H :




     WHEREAS, the Lessor intends to purchase trucks (the “Trucks”) that are manufactured by
Eligible Truck Manufacturers with the proceeds obtained by the issuance of the Series 2006-1 Notes
pursuant to the Base Indenture (referred to below) and the Series 2006-1 Supplement thereto and any
additional Series of Notes issued from time to time under the Base Indenture and related Series
Supplements thereto.



     WHEREAS, the Lessor desires to lease to the Lessee and the Lessee desires to lease from the
Lessor the BTF Trucks set forth on Attachments A hereto for use in the daily rental business of the
Lessee; and



     WHEREAS, the Guarantor has, pursuant to Section 22 hereof, guaranteed the obligations
of the Lessee under this Agreement;



     NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:



     1. DEFINITIONS. Unless otherwise specified herein, capitalized terms used herein
(including the preamble and recitals hereto) shall have the meanings ascribed to
such terms in the Definitions List attached as Annex I to the Base Indenture, dated as of May 11,
2006 (the “Base Indenture”), between the Lessor, as issuer, and The Bank of New York Trust
Company, N.A., as Trustee, as such Definitions List may from time to time be amended in accordance
with the Base Indenture.



     2. GENERAL AGREEMENT. (a) The Lessee and the Lessor intend that this Agreement is an
operating lease and that the relationship between the Lessor and the Lessee pursuant hereto shall
always be only that of lessor and lessee, and the Lessee hereby declares, acknowledges and agrees
that the Lessor is the
owner of, and the Lessor holds legal title to, the BTF Trucks. The Lessee shall not acquire
by virtue of this Agreement any right, equity, title or interest in or to any BTF Trucks, except
the right to use the same under the terms hereof. The



 









 







parties agree that this Agreement is a “true
lease” and agree to treat this Agreement as a lease for all purposes, including tax, accounting and
otherwise and each party hereto will take no position on its tax returns and filings contrary to
the position that the Lessor is the owner of the BTF Trucks for federal and state income tax
purposes.



     (b) If, notwithstanding the intent of the parties to this Agreement, this Agreement is
characterized by any third party as a financing arrangement or as otherwise not constituting a
“true lease,” then it is the intention of the parties that this Agreement shall constitute a
security agreement under applicable law, and, to secure all of its obligations under this
Agreement, the Lessee hereby grants to the Lessor a security interest in all of the Lessee’s right,
title and interest, if any, in and to all of the following assets, property and interests in
property, whether now owned or hereafter acquired or created:




     (i) the rights of the Lessee under this Agreement, as the same may be amended, modified
or supplemented from time to time in accordance with its terms, and any other agreements
related to or in connection with this Agreement to which the Lessee is a party (the
“Lessee Agreements”), including, without limitation, (a) all monies, if any, due and
to become due to the Lessee from the Guarantor under or in connection with any of the Lessee
Agreements, whether payable as rent, guaranty payments, fees, expenses, costs, indemnities,
insurance recoveries, damages for the breach of any of the Lessee Agreements or otherwise,
(b) all rights, remedies, powers, privileges and claims of the Lessee against any other
party under or with respect to the Lessee Agreements (whether arising pursuant to the terms
of such Lessee Agreements or otherwise available to the Lessee at law or in equity),
including the right to enforce any of the Lessee Agreements and to give or withhold any and
all consents, requests, notices, directions, approvals, extensions or waivers under or with
respect to the Lessee Agreements or the obligations and liabilities of any party thereunder,
(c) all liens and property from time to time purporting to secure payment of the obligations
and liabilities of the Lessee arising under or in connection with the Lessee Agreements,
together with any documents or agreements describing any collateral securing such
obligations or liabilities and (d) all guarantees, insurance and other agreements or
arrangements of whatever character from time to time supporting or securing payment of such
obligations and liabilities of the Lessee pursuant to the Lessee Agreements;




     (ii) all BTF Trucks which, notwithstanding that this Agreement is intended to convey
only a leasehold interest, are determined to be owned by the Lessee, and all Certificates of
Title with respect to the BTF Trucks;




     (iii) all right, title and interest of the Lessee in and to any proceeds from the sale
of BTF Trucks which, notwithstanding that this Agreement is intended to convey only a
leasehold interest, are determined to be owned by the Lessee, including all monies due in
respect of such BTF Trucks, whether payable as the purchase price of such BTF Trucks or as
fees, expenses, costs, indemnities, insurance recoveries or otherwise;



2









 






     (iv) all payments under insurance policies (whether or not the Lessor or the Trustee is
named as the loss payee thereof) or any warranty payable by reason of loss or damage to, or
otherwise with respect to, any of the BTF Trucks;




     (v) all additional property that may from time to time hereafter be subjected to the
grant and pledge under this Agreement, as same may be modified or supplemented from time to
time, by the Lessee or by anyone on its behalf; and




     (vi) all proceeds of any and all of the foregoing including, without limitation,
payments under insurance (whether or not the Lessor is named as the loss payee thereof) and
cash.



     (c) To secure the Note Obligations, the Lessee hereby grants to the Trustee, on behalf of the
Secured Parties, a first priority security interest in all of the Lessee’s right, title and
interest, if any, in and to all of the collateral described in Section 2(b) above, whether
now owned or hereafter acquired or created. Upon the occurrence of a Liquidation Event of Default
or a Limited Liquidation Event of Default and subject to the provisions of the Related Documents,
the Trustee shall have all of the rights and remedies of a secured party, including, without
limitation, the rights and remedies granted under the UCC.



     (d) The Lessee agrees to deliver to the Lessor and the Trustee on or before the Initial
Closing Date:




     (i) a written search report from a Person satisfactory to the Lessor and the Trustee
listing all effective financing statements that name the Lessee as debtor or assignor, and
that are filed in the jurisdictions in which filings were made pursuant to clause (ii)
below, together with copies of such financing statements, and tax and judgment lien search
reports from a Person satisfactory to the Lessor and the Trustee showing no evidence of
liens filed against the Lessee that purport to affect any BTF Trucks or any Collateral under
the Base Indenture;




     (ii) evidence of the filing in the State of Delaware of proper financing statements on
Form UCC-1 naming the Lessee, as debtor, and the Lessor, as secured party, covering the
collateral described in Section 2(b) hereof; and




     (iii) evidence of the filing in the State of Delaware of proper financing statements on
Form UCC-l naming the Lessee, as debtor, and the Trustee as secured party covering the
collateral described in Section 2(b) hereof.



          2.1. Lease of BTF Trucks. From time to time, subject to the terms and provisions hereof,
the Lessor agrees to lease to the Lessee and the Lessee agrees to lease from the Lessor, subject to
the terms hereof, (i) the BTF Trucks identified in Attachment A hereto (which
Attachment A shall set forth the VIN, the model, the manufacturer, and the Initial Closing
Date Net Book Value of each BTF Truck) and (ii) each additional Truck purchased by the Lessee as
agent for the Lessor, as identified in a supplement to Attachment A (in the form of Attachment B)
setting forth the VIN, the model, the
manufacturer, the Initial Purchase Net Book Value of such Truck (each, a “Vehicle Acquisition
Schedule”), produced from time to time by such



3









 







Lessee. The Lessor shall, subject to Section 2.5
below and compliance with the terms of the Indenture, make available BTF Trucks for lease to the
Lessee. In addition, each Lessee shall provide such other information regarding such Trucks as the
Lessor may reasonably require from time to time. The Lessor shall lease to the Lessees, and the
Lessees shall lease from the Lessor, only Trucks that are Eligible Trucks. This Agreement and any
other related documents attached to this Agreement (collectively, the “Supplemental
Documents”), will constitute the entire agreement regarding the leasing of BTF Trucks by the
Lessor to the Lessee.



          2.2. Right of Lessees to Act as Lessor’s Agent. (a) The Lessor agrees that the Lessee
may act as the Lessor’s agent in acquiring Additional BTF Trucks on behalf of the Lessor, as well
as filing claims on behalf of the Lessor for damage in transit, and other delivery related claims
with respect to the BTF Trucks leased hereunder; provided, however, that the Lessor may hold the
Lessee liable for such Lessee’s actions in performing as the Lessor’s agent hereunder. In
addition, the Lessor agrees that the Lessee may make arrangements for delivery of Trucks to a
location selected by the Lessee at the Lessee’s expense. The Lessee may accept or reject Eligible
Trucks upon delivery in accordance with the Lessee’s customary business practices, and any Eligible
Trucks, if rejected, will be deemed a Casualty hereunder. The Lessee, acting as agent for the
Lessor, shall be responsible for pursuing any rights of the Lessor with respect to the return of
any Eligible Trucks to the manufacturer thereof pursuant to the preceding sentence. The Lessee
agrees that all Trucks ordered as provided herein shall be Eligible Vehicles.



     (b) The Lessee, acting as agent for the Lessor, shall be responsible for complying with the
Titling Procedures for all BTF Trucks promptly upon the acquisition thereof (but in no event later
than three (3) Business Days after such acquisition).



          2.3. Payment of Purchase Price by Lessor. Upon receipt of the manufacturer’s invoice
and certificate of origin in respect of any new Truck, the Lessor or its agent shall pay or cause
to be paid to the related manufacturer the costs and expenses incurred in connection with the
acquisition of such Truck as established by the invoice of the manufacturer (the “Initial
Acquisition Cost”), for such Truck and the Lessee shall pay all applicable costs and expenses of
freight, packing, handling, storage, shipment and delivery of such Truck to the extent that the
same have not been included within the Initial Acquisition Cost.



          2.4. Non-Liability of Lessor. The Lessor shall not be liable to the Lessee for any
failure or delay in making delivery of BTF Trucks. AS BETWEEN THE LESSOR AND THE LESSEE,
ACCEPTANCE FOR LEASE OF THE BTF TRUCKS LEASED BY THE LESSEE SHALL CONSTITUTE THE LESSEE’S
ACKNOWLEDGMENT AND AGREEMENT THAT THE LESSEE HAS FULLY INSPECTED SUCH BTF TRUCKS, THAT SUCH BTF
TRUCKS ARE IN GOOD ORDER AND CONDITION AND ARE OF THE MANUFACTURE, DESIGN, SPECIFICATIONS AND
CAPACITY REQUIRED BY THE LESSEE, THAT THE LESSEE IS SATISFIED THAT THE SAME ARE SUITABLE FOR THIS
USE AND THAT THE LESSOR IS NOT A MANUFACTURER OR ENGAGED IN THE SALE OR DISTRIBUTION OF BTF TRUCKS, AND HAS NOT MADE AND DOES NOT
HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT WITH RESPECT TO MERCHANTABILITY, CONDITION,
QUALITY, DURABILITY OR SUITABILITY OF THE BTF



4









 







TRUCK IN ANY RESPECT OR IN CONNECTION WITH OR FOR THE
PURPOSES OR USES OF THE LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR
CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO. The Lessor shall not be liable for any
failure or delay in delivering any BTF Truck leased pursuant to this Agreement, or for any failure
to perform any provision hereof, resulting from fire or other casualty, natural disaster, riot,
strike or other labor difficulty, governmental regulation or restriction, or any cause beyond the
Lessor’s direct control. IN NO EVENT SHALL THE LESSOR BE LIABLE FOR ANY INCONVENIENCES, LOSS OF
PROFITS OR ANY OTHER CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES RESULTING FROM ANY DEFECT IN OR
ANY THEFT, DAMAGE, LOSS OR FAILURE OF ANY BTF TRUCK, AND THERE SHALL BE NO ABATEMENT OF MONTHLY
BASE RENT, SUPPLEMENTAL RENT OR OTHER AMOUNTS PAYABLE HEREUNDER BECAUSE OF THE SAME.



          2.5. Lessee’s Rights to Purchase BTF Trucks. The Lessee shall have the option,
exercisable with respect to any BTF Truck during the Vehicle Term with respect to such BTF Truck,
to purchase any BTF Truck leased by the Lessee at the greater of (i) the Termination Value or (ii)
the fair market value of such BTF Truck (the greater of such amounts being referred to as the
“Vehicle Purchase Price”), in which event the Lessee will pay the Vehicle Purchase Price to
the Lessor on or before the Distribution Date with respect to the Related Month in which the Lessee
elects to purchase such BTF Truck and the Lessee will pay to the Lessor on or before such
Distribution Date all accrued and unpaid Monthly Base Rent and any Supplemental Rent then due and
payable with respect to such BTF Truck through such Distribution Date. The Lessor may request
title to any such BTF Truck to be transferred to the Lessee and the Administrator shall request the
Trustee to remove notation of its Lien (or, if applicable, to cause any Nominee Lienholder to
remove notation of its Lien) from the Certificate of Title for such BTF Truck, concurrently with or
promptly after the Vehicle Purchase Price for such BTF Truck (and any such unpaid Monthly Base Rent
and Supplemental Rent) is deposited in the Collection Account.



          2.6. Lessor’s Right to Cause BTF Trucks to be Sold. If the Lessee does not elect to
purchase any BTF Truck leased by the Lessee hereunder pursuant to Section 2.5 hereof, then:




     (a) The Lessee shall use commercially reasonable efforts to arrange for the sale of
each BTF Truck to a third party for the Vehicle Purchase Price with respect to such BTF
Truck on or prior to the applicable Vehicle Lease Expiration Date. Notwithstanding the
disposition of a BTF Truck by the Lessee prior to the applicable Vehicle Lease Expiration
Date, the Lessee shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any
Supplemental Rent then due and payable with respect to such BTF Truck through the
Distribution Date with respect to the Related Month during which
such disposition occurred, unless such BTF Truck is a Casualty, payment for which will
be made in accordance with Section 6 hereof. If a sale of such BTF Truck is
arranged by the Lessee pursuant to this Section 2.6(a), then (i) the Lessee shall
deliver the BTF Truck to the purchaser thereof, (ii) the Lessee shall cause to be delivered
to the Lessor the funds paid for such BTF Truck by the purchaser and (iii) if applicable,
the Administrator shall request the Trustee to remove notation of its Lien (or, if
applicable, to cause any



5









 







Nominee Lienholder to remove notation of its Lien) from the
Certificate of Title of such BTF Truck.




     (b) In the event any BTF Truck or BTF Trucks are not purchased by the Lessee of such
BTF Truck pursuant to Section 2.5 or sold to a third party pursuant to Section
2.6(a), then, the Lessee shall return such BTF Truck to the Lessor on or before the
Distribution Date with respect to the Related Month in which the applicable Vehicle Lease
Expiration Date falls.




     2.7. Conditions to Each Lease of Trucks. The agreement of the Lessor to make
available any BTF Truck for lease to the applicable Lessee upon such Lessee’s acquisition of
such BTF Truck, as agent of the Lessor, is subject to the terms and conditions of the
Indenture and subject to the satisfaction of the following conditions precedent as of the
Vehicle Lease Commencement Date for such Vehicle:




     2.7.1. No Default. No Lease Event of Default or Amortization Event shall have occurred
and be continuing on such date or would result from the leasing of such BTF Truck or BTF
Trucks.




     2.7.2. Limitations of the Acquisition of Certain Trucks. After giving effect to the
inclusion of such Vehicle under this Lease, there shall not be a failure or violation of any
of the conditions, requirements, or restrictions specified in the Base Indenture or any
related Series Supplement with respect to the leasing of Eligible Trucks under this Lease.




     2.7.3. Truck Order. The Lessee shall have complied with the applicable provisions of
Section 2.1 of this Lease.




     2.7.4. Funding. The aggregate amount of funds to be expended by the Lessor on any one
date to acquire any Trucks shall not exceed the aggregate Net Book Value of all such Trucks.




     2.7.5. Eligible Trucks. Each Truck that shall meet the requirements as set forth in
clauses (a)(i), (ii), (iii), (iv) and (vi) and (b) in the definition of “Eligible Truck.”



     3. TERM.



          3.1. Vehicle Term. The “Vehicle Lease Commencement Date” (x) for each BTF Truck
(other than an Additional BTF Truck) shall mean the Initial Closing Date and (y) for each
Additional BTF Truck shall mean the earlier of (a) the date referenced in the Truck Acquisition
Schedule with respect to such
Truck, and (b) the date that funds are expended by the Lessor to acquire such Truck (with respect
to such Truck, the “Truck Funding Date”). The “Vehicle Term” with respect to each BTF
Truck shall extend from the Truck Lease Commencement Date through the earliest of (i) if such BTF
Truck is sold to a third party, the date on which funds in the amount of the Vehicle Purchase Price
in respect of such sale are deposited in the Collection Account (by such third party or by the
Lessee or the Guarantor on behalf of such third party), (ii) if such BTF Truck becomes a Casualty,
the date funds in the amount of the Termination Value thereof are deposited in the Collection
Account by the Lessee, (iii) if such BTF Truck becomes



6









 







an Ineligible Truck, the date such BTF Truck
has become an Ineligible Truck, (iv) the date that such BTF Truck is purchased by the Lessee
pursuant to Section 2.5 hereof and the Vehicle Purchase Price with respect to such purchase
(along with any unpaid Monthly Base Rent and Supplemental Rent with respect to such BTF Truck) is
deposited in the Collection Account by the Lessee, and (v) if such BTF Truck is a Gasoline Truck,
the date that is the first Business Day that is 42 months after the date of manufacture of such
Gasoline Truck or, if such BTF Truck is a Diesel Truck, the date that is the first Business Day
that is 54 months after the date of manufacture of such Diesel Truck (the earliest of such five
dates being referred to as the “Vehicle Lease Expiration Date”).



          3.2. Term. The “BTF Lease Commencement Date” shall mean the Initial Closing
Date. The “BTF Lease Expiration Date” shall mean the latest of (i) the date of the payment
in full of all Notes (including any interest thereon) and all outstanding Carrying Charges, (ii)
the latest Vehicle Lease Expiration Date for all BTF Trucks and (iii) the date on which all amounts
payable hereunder have been paid in full. The “Term” of this Agreement shall mean the
period commencing on the BTF Lease Commencement Date and ending on the BTF Lease Expiration Date.



     4. RENT AND CHARGES. The Lessee will pay Monthly Base Rent and any Supplemental Rent
due and payable on a monthly basis as set forth in this Section 4.



          4.1. Payment of Rent. On each Distribution Date the Lessee shall pay in immediately
available funds to the Lessor not later than 11:00 a.m. New York City time, on such Distribution
Date, (i) all Monthly Base Rent that has accrued during the Related Month with respect to each BTF
Truck leased hereunder during or prior to the Related Month and (ii) all Supplemental Rent due and
payable on such Distribution Date.



          4.2. Net Lease. THIS AGREEMENT SHALL BE A NET LEASE, AND THE LESSEE’S OBLIGATION TO
PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND
UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR
REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the
Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may
be expressly provided herein) for any reason, including without limitation: (i) any defect in the
condition, merchantability, quality or fitness for use of the BTF Trucks or any part thereof; (ii)
any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition
or taking of the BTF Trucks or any part thereof; (iii) any restriction, prevention or curtailment
of or interference with any use of the BTF Trucks or any part thereof; (iv) any defect in or any
Lien on title to the BTF Trucks or any part thereof; (v) any change, waiver, extension, indulgence
or other action or omission in respect of any obligation or liability of the Lessee or the Lessor;
(vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation
or other like proceeding relating to the Lessee, the Lessor or any other Person, or any action
taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or
by any court; (vii) any claim that the Lessee has or might have against any Person, including
without limitation the Lessor; (viii) any failure on the part of the Lessor or the Lessee to
perform or comply with any of the terms hereof or of any other



7









 







agreement; (ix) any invalidity or
unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other
Related Documents or any provision of any thereof, in each case whether against or by the Lessee or
otherwise; (x) any insurance premiums payable by the Lessee with respect to the BTF Trucks; or (xi)
any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the
Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or
foreseeable. This Agreement shall be noncancelable by the Lessee and, except as expressly provided
herein, the Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by
statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or
reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by the Lessee hereunder.
All payments by the Lessee made hereunder shall be final (except to the extent of adjustments
provided for herein), absent manifest error and, except as otherwise provided herein, the Lessee
shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent
manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in
part by operation of law or otherwise except as expressly provided herein, the Lessee shall
nonetheless pay all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at
the time and in the manner that such payments would have become due and payable under the terms of
this Agreement as if it had not been terminated in whole or in part. All covenants and agreements
of the Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise
stated.



     5. INSURANCE. The Lessee represents that it shall at all times maintain or cause to
be maintained insurance coverage in force as follows:



          5.1. Personal Injury and Damage. Insurance coverage as set forth in Section
26.3 hereof. In addition, the Lessee will maintain with respect to the Lessee’s properties and
businesses insurance against loss or damage of the kind customarily insured against by corporations
engaged in the same or similar businesses, of such types and in such amounts as are customarily
carried by such similarly situated corporations.



          5.2. Delivery of Certificate of Insurance. Within 10 days after the Initial Closing
Date, the Lessee or the Guarantor shall deliver to the Lessor a certificate(s) of insurance naming
the Lessor, BTF and the Trustee as additional insureds as to the item required by Section
26.3. Such insurance shall not be changed or canceled except as provided below in Section
5.3.



          5.3. Changes in Insurance Coverage. No changes shall be made in any of the foregoing
insurance requirements unless the prior written consent of the Lessor and the Trustee are first
obtained. The Lessor may grant or withhold its consent to any proposed change in such insurance in
its sole discretion. The Trustee shall be required to grant its consent to any proposed change in
such insurance upon compliance with the following conditions:




     (i) The Lessee or the Guarantor shall deliver not less than 30 days’ prior written
notice of any proposed change in such insurance to the Trustee; and




     (ii) The Required Noteholders of each Series of Notes Outstanding shall have consented
to the proposed change.



8









 





     6. RISK OF LOSS: CASUALTY OBLIGATIONS.



          6.1. Risk of Loss Borne by Lessee. Upon delivery of each BTF Truck to the Lessee, as
between the Lessor and the Lessee, the Lessee assumes and bears the risk of loss, damage, theft,
taking, destruction, attachment, seizure, confiscation or requisition with respect to such BTF
Truck, however caused or occasioned, and all other risks and liabilities, including personal injury
or death and property damage, arising with respect to such BTF Truck due to the manufacture,
purchase, acceptance, rejection, ownership, delivery, leasing, subleasing, possession, use,
inspection, registration, operation, condition, maintenance, repair, storage, sale, return or other
disposition of such BTF Truck, howsoever arising.



          6.2. Casualty. If a BTF Truck becomes a Casualty, then the Lessee will (i) promptly
notify the Lessor thereof and (ii) promptly, but in no event later than the Distribution Date with
respect to the Related Month during which such BTF Truck became a Casualty, pay to the Lessor the
Termination Value of such BTF Truck (as of the date such BTF Truck became a Casualty). Upon
payment by the Lessee to the Lessor of the Termination Value of any BTF Truck that has become a
Casualty (i) the Lessor shall cause title to such BTF Truck to be transferred to the Lessee to
facilitate liquidation of such BTF Truck by the Lessee, (ii) the Lessee shall be entitled to any
physical damage insurance proceeds applicable to such BTF Truck and (iii) the Administrator shall
request the Trustee to remove notation of its Lien (or, if applicable, to cause any Nominee
Lienholder to remove notation of its Lien) from the Certificate of Title for such BTF Truck.



     7. BTF TRUCK USE. So long as no Lease Event of Default, Liquidation Event of Default
or Limited Liquidation Event of Default has occurred (subject, however, to Section 2.5
hereof), the Lessee may use BTF Trucks leased hereunder in its regular course of business. Such
use shall be confined solely to the United States, and the principal place of business or rental
office of the Lessee with respect to the BTF Trucks shall be located in the United States. The
Administrator shall promptly and duly execute, deliver, file and record all such documents,
statements, filings and registrations and take such further actions as the Lessor or the Trustee
shall from time to time reasonably request in order to establish, perfect and maintain the Lessor’s
rights to and interest in the BTF Trucks and the Certificates of Title as against the Lessee or any
third party in any applicable jurisdiction and to establish, perfect and maintain the Trustee’s
Lien on the BTF Trucks and the Certificates of Title as a perfected first lien in any applicable
jurisdiction. The Lessee may, at its sole expense, change the place of principal location of any
BTF Trucks. Notwithstanding the foregoing, no change of location shall be undertaken unless and
until (x) all actions necessary to maintain the Lien of the Trustee on such BTF Trucks and the
Certificates of Title with respect to such BTF Trucks shall have been taken and (y) all legal
requirements applicable to such BTF Trucks shall have been met or obtained. Following the
occurrence of a Lease Event of Default, a Limited Liquidation Event of Default or a Liquidation
Event of Default, the Lessee shall advise the Lessor in writing where all BTF Trucks leased
hereunder as of such date are principally located. The Lessee shall not knowingly use any BTF
Trucks or knowingly permit the same to be used for any unlawful purpose. The Lessee shall use
reasonable precautions to prevent loss or damage to BTF Trucks. The Lessee shall comply with all
applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering,
leasing, insuring and disposing of BTF Trucks and shall take reasonable steps to



9









 







ensure that
operators are licensed. The Lessee and the Lessor agree that the Lessee shall perform, at the
Lessee’s own expense, such BTF Truck preparation and conditioning services with respect to BTF
Trucks leased by the Lessee hereunder as are customary. The Lessor or the Trustee or any
authorized representative of the Lessor or the Trustee may during reasonable business hours from
time to time, without disruption of the Lessee’s business, subject to applicable law, inspect BTF
Trucks and registration certificates, Certificates of Title and related documents covering BTF
Trucks wherever the same be located. The Lessee shall not sublease any BTF Trucks or assign any
right or interest herein or in any BTF Trucks; provided, however, the foregoing
shall not be deemed to prohibit the Lessee from renting BTF Trucks to third party customers in the
ordinary course of its business.



     8. LIENS. Except for Permitted Liens, the Lessee shall keep all BTF Trucks leased by
it hereunder free of all Liens arising during the Term. Upon the Vehicle Lease Expiration Date for
each BTF Truck, should any such Lien exist on such BTF Truck, the Lessor may, in its discretion,
remove such Lien, and any sum of money that may be paid by the Lessor in release or discharge
thereof, including attorneys’ fees and costs, will be paid by the Lessee upon demand by the Lessor.
The Lessor may grant security interests in the BTF Trucks leased by the Lessee hereunder without
consent of the Lessee; provided, however, that if any such Liens would interfere
with the rights of the Lessee under this Agreement, the Lessor must obtain the prior written
consent of the
Lessee. The Lessee agrees and acknowledges that the granting of Liens and the taking of other
actions pursuant to the Indenture and the other Related Documents does not interfere with the
rights of the Lessee under this Agreement.



     9. NON-DISTURBANCE. So long as the Lessee satisfies its obligations hereunder, its
quiet enjoyment, possession and use of the BTF Trucks leased by the Lessee hereunder will not be
disturbed during the Term, subject, however, to Sections 2.6 and 18 hereof and
except that the Lessor and the Trustee each retains the right, but not the duty, to inspect the BTF
Trucks without disturbing the ordinary conduct of the Lessee’s business. Upon the request of the
Lessor or the Trustee from time to time, the Lessee will make reasonable efforts to confirm to the
Lessor and the Trustee the location, mileage and condition of each BTF Truck leased by the Lessee
hereunder and to make available for the Lessor’s or the Trustee’s inspection within a reasonable
time period, not to exceed 45 days, the BTF Trucks at the location where such BTF Trucks are
normally domiciled. Further, the Lessee will, during normal business hours and with a notice of
three Business Days, make its records pertaining to the BTF Trucks available to the Lessor or the
Trustee for inspection at the location where the Lessee’s records are normally domiciled.



     10. REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. The Lessee, at its
expense, shall be responsible for proper registration and licensing of the BTF Trucks and titling
of the BTF Trucks in the name of the Lessor (with the Lien of the Trustee, in its name or in the
name of a Nominee Lienholder, on behalf of the Trustee, noted thereon), and, where required, shall
have such BTF Trucks inspected by any appropriate governmental authority; provided,
however, that notwithstanding the foregoing, possession of all Certificates of Title shall
at all times remain with the Administrator, or an Affiliate of the Administrator identified to the
Trustee in writing, which will hold such Certificates of Title in its capacity as agent for the
Lessor and on behalf of the Trustee. The Lessee shall be responsible for the payment of all
registration fees, title fees, license fees, traffic summonses, penalties,



10









 







judgments and fines
incurred with respect to any BTF Truck during the Vehicle Term for such BTF Truck or imposed during
the Vehicle Term for such BTF Truck by any Governmental Authority or any court of law or equity
with respect to such BTF Trucks in connection with the Lessee’s operation of such BTF Trucks. The
Lessor agrees to execute a power of attorney in substantially the form of Attachment C
hereto (each, a “Power of Attorney”), and such other documents as may be necessary in order
to allow the Lessee to title, register and dispose of the BTF Trucks leased hereunder in accordance
with the terms hereof; provided, however, that possession of all Certificates of
Title shall at all times remain with the Administrator or its Affiliate identified to the Trustee
in writing which will hold such Certificates of Title in its capacity as agent for the Lessor and
on behalf of the Trustee, and the Lessee acknowledges and agrees that it has no right, title or
interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the
contrary, the Lessor may terminate such Power of Attorney as provided in Section 18.3(iii)
hereof.



     11. MAINTENANCE AND REPAIRS. The Lessee shall pay for all maintenance and repairs to keep BTF Trucks in good working
order and condition, and the Lessee will maintain the BTF Trucks as required in order to keep the
manufacturer’s warranty in force. The Lessee will return BTF Trucks to a facility authorized by
the manufacturer of such BTF Truck or the Lessee’s warranty station authorized by the manufacturer
of such BTF Truck for warranty work. The Lessee will comply with any manufacturer’s recall of any
BTF Truck. The Lessee will pay, or cause to be paid, all usual and routine expenses incurred in
the use and operation of BTF Trucks including, but not limited to, fuel, lubricants, and coolants.
The Lessee agrees that it shall not make any material alterations to any BTF Trucks without the
prior consent of the Lessor. Any improvements or additions to any BTF Trucks shall become and
remain the property of the Lessor, except that any addition to BTF Trucks made by the Lessee shall
remain the property of the Lessee if such addition can be disconnected from such BTF Trucks without
impairing the functioning of such BTF Trucks or its resale value, excluding such addition.



     12. BTF TRUCK WARRANTIES.



          12.1. No Lessor Warranties. THE LESSEE ACKNOWLEDGES THAT THE LESSOR IS NOT THE
MANUFACTURER, THE AGENT OF THE MANUFACTURER, OR THE DISTRIBUTOR OF THE BTF TRUCKS LEASED BY THE
LESSEE HEREUNDER. THE LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE
FITNESS, SAFENESS, DESIGN, MERCHANTABILITY, CONDITION, QUALITY, CAPACITY OR WORKMANSHIP OF THE BTF
TRUCKS NOR ANY WARRANTY THAT THE BTF TRUCKS WILL SATISFY THE REQUIREMENTS OF ANY LAW OR ANY
CONTRACT SPECIFICATION, AND AS BETWEEN THE LESSOR AND THE LESSEE, THE LESSEE AGREES TO BEAR ALL
SUCH RISKS AT ITS SOLE COST AND EXPENSE. THE LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIMS
AGAINST THE LESSOR AND ANY BTF TRUCK FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER AND, AS TO
THE LESSOR, THE LESSEE LEASES THE BTF TRUCKS “AS IS.” IN NO EVENT SHALL THE LESSOR BE LIABLE FOR
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHATSOEVER OR HOWSOEVER CAUSED.



11









 





          12.2. Manufacturer’s Warranties. If a BTF Truck is covered by an manufacturer’s
warranty, the Lessee, during the Vehicle Term for such BTF Truck, shall have the right to make any
claims under such warranty which the Lessor could make.



     13. BTF TRUCK USAGE GUIDELINES AND RETURN; TRUCK SPECIAL DAMAGE PAYMENTS.



          13.1. Usage. As used herein “Truck Turn-In Condition” with respect to each
BTF Truck shall mean such BTF Truck shall have no: body dents, rust, corrosion; dented, rusted,
broken, missing chrome or trim; ripped or stained upholstery, seats, dash, headliner or carpeting;
missing interior
trim; sprung or misaligned doors or their openings; worn, cracked, split, broken or leaking
weather-stripping; faulty window mechanisms; broken, cracked, missing glass, mirrors or lights;
faulty electronic systems, including on-board computers, processors, sensors, controls, radios,
stereos, and the like; faulty heating, air conditioning or climate control systems; worn or faulty
shock absorbers or other suspension or steering parts, systems or mechanisms, excessively worn
tires; or any other condition that adversely affects the appearance or operating condition of such
BTF Truck, in each case other than any such condition that would reasonably be considered to be
normal wear and tear or otherwise de minimis by a purchaser of such BTF Truck.



          13.2. Truck Special Damage Payments. (a) The Lessee will use its best efforts to
maintain the BTF Trucks in a manner such that no Truck Special Damage Payments (as defined below)
shall be due upon disposition of the BTF Trucks by or for the benefit of the Lessor. Upon
disposition of each BTF Truck leased hereunder by or for the benefit of the Lessor, other than the
sale of any BTF Truck to the Lessee in accordance with the terms hereof, if such BTF Truck fails to
satisfy the Truck Turn-In Condition standard established pursuant to Section 13.l, the
Lessor will charge the Lessee for the amount that the Administrator estimates in good faith to be
the reduction in the saleable value of such BTF Truck as a result of such failure to satisfy the
Truck Turn-In Condition Standard (any such amounts are referred to as the “Truck Special Damage
Payments”).



     (b) On each Distribution Date, the Lessee shall pay to the Lessor all Truck Special Damage
Payments that have accrued during the Related Month. The obligation of the Lessee to pay Truck
Special Damage Payments shall constitute the sole remedy respecting the breach of its covenant
contained in the first sentence of Section 13.2(a). The provisions of this Section
13.2 will survive the expiration or earlier termination of the Term.



     14. DISPOSITION PROCEDURE. The Lessee shall comply with the requirements of law in
connection with, among other things, the delivery of Certificates of Title and documents of
transfer signed as necessary, and signed odometer statements to be submitted with the BTF Trucks
upon any disposition thereof pursuant to the terms hereof.



     15. ODOMETER DISCLOSURE REQUIREMENT. The Lessee agrees to comply with all
requirements of law with respect to BTF Trucks in connection with the transfer of ownership by the
Lessor of any BTF Truck, including, without limitation, the submission of any required odometer
disclosure statement at the time of any such transfer of ownership.



12









 





     16. GENERAL INDEMNITY.



     16.1. Indemnity by the Lessee and the Guarantor. The Lessee and the Guarantor agree
jointly and severally to indemnify and hold harmless the Lessor, the Administrator and the Trustee
and the Lessor’s, the Administrator’s and the
Trustee’s directors, officers, stockholders, agents and employees (collectively, the
“Indemnified Persons”), on a net after-tax basis against any and all claims, demands and
liabilities of whatsoever nature and all costs and expenses relating to or in any way arising out
of:




     16.1.1. the ordering, delivery, acquisition, title on acquisition, rejection,
installation, possession, titling, retitling, registration, re-registration, custody by the
Lessee or the Guarantor of title and registration documents, use, non-use, misuse,
operation, deficiency, defect, transportation, repair, control or disposition of any BTF
Truck leased hereunder or to be leased hereunder pursuant to a request by the Lessee. The
foregoing shall include, without limitation, any liability (or any alleged liability) of the
Lessor to any third party arising out of any of the foregoing, including, without
limitation, all legal fees, costs and disbursements arising out of such liability (or
alleged liability);




     16.1.2. all (i) federal, state, county, municipal or foreign license, qualification,
registration, franchise, sales, use, gross receipts, ad valorem, business,
property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all
federal, state and local income taxes, and penalties and interest thereon, and all other
taxes, fees and assessments of any kind whatsoever whether assessed, levied against or
payable by the Lessor or otherwise, with respect to any BTF Truck leased hereunder or the
acquisition, purchase, sale, rental, delivery, use, operation, control, ownership or
disposition of any such BTF Truck or measured in any way by the value thereof or by the
business of, investment in, ownership by the Lessor with respect thereto and (ii)
documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable
by the Lessor in connection with this Agreement or any other Related Documents;
provided, however, that the following taxes are excluded from the indemnity
provided in clauses (i) and (ii) above:




     (i) any tax on, based on, with respect to, or measured by net income (including
federal alternative minimum tax), other than any taxes or other charges which may be
imposed as a result of any determination by a taxing authority that the Lessor is
not the owner for tax purposes of the BTF Trucks leased hereunder or that this
Agreement is not a “true lease” for tax purposes or that depreciation deductions
that would be available to the owner of such BTF Trucks are disallowed, or that the
Lessor is not entitled to include the full purchase price for any such BTF Truck in
basis including any amounts payable in respect of interest charges, additions to tax
and penalties that may be imposed, and all attorneys and accountants fees and
expenses and all other fees and expenses that may be incurred in defending against
or contesting any such determination;




     (ii) any withholding tax imposed by the United States federal government other
than such a tax imposed as a result of a change in law enacted (includ-



13









 







ing new
interpretations thereof), adopted or promulgated after the Initial Closing Date or,
if later, the date the Trustee acquires its interest (A) in the BTF Trucks leased
hereunder, (B) the Indenture, (C) the Assignment Agreements, or (D) any other
related operative documents that causes it to be an Indemnified Person
hereunder unless such a tax is enacted, adopted or promulgated as a tax in lieu
of, or in substitution for a tax not otherwise indemnifiable hereunder;




     (iii) any tax with respect to any BTF Truck leased by the Lessee hereunder or
any transaction relating to such BTF Truck to the extent it covers any period
beginning after the earlier of (A) the discharge in full of the Lessee’s obligation
to pay Monthly Base Rent, Supplemental Rent and any other amount payable hereunder
with respect to such BTF Truck or (B) the expiration or other termination of this
Agreement with respect to such BTF Truck, unless such tax accrues in respect of any
period during which the Lessee holds over such BTF Truck; and




     (iv) any tax that is imposed on an Indemnified Person or any of its Affiliates,
to the extent that such tax results from the willful misconduct or gross negligence
of such Indemnified Person or such Affiliates;




     16.1.3. any violation by the Lessee or the Guarantor of this Agreement or of any
Related Documents to which the Lessee or the Guarantor is a party or by which it is bound or
of any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals,
exemptions, authorizations, licenses and withholdings of objecting of any governmental or
public body or authority and all other requirements having the force of law applicable at
any time to any BTF Truck leased hereunder or any action or transaction by the Lessee or the
Guarantor with respect thereto or pursuant to this Agreement;




     16.1.4. all out of pocket costs of the Lessor (including the fees and out of pocket
expenses of counsel for the Lessor) in connection with the execution, delivery and
performance of this Agreement and the other Related Documents;




     16.1.5. all out of pocket costs and expenses (including reasonable attorneys’ fees and
legal expenses) incurred by the Lessor or the Trustee in connection with the administration,
enforcement, waiver or amendment of this Agreement and any other Related Documents and all
indemnification obligations of the Lessor under the Related Documents; and




     16.1.6. all costs, fees, expenses, damages and liabilities (including, without
limitation, the fees and out of pocket expenses of counsel) in connection with, or arising
out of, any claim made by any third party against the Lessor for any reason.




If the Lessor shall actually receive any tax benefit (whether by way of offset, credit,
deduction, refund or otherwise) not already taken into account in calculating the net
after-tax basis for such payment as a result of the payment of any tax indemnified pursuant
to this Section 16 or in connection with the circumstances giving rise, to the
imposition of



14









 







such tax, such tax benefit shall be used to offset any indemnity payment owed
pursuant to this Section 16 or shall be paid to the Lessee or the Guarantor, as
applicable (but only to the extent of any prior indemnity payments actually made pursuant to
this Section 16 and only after the Lessor shall actually receive such tax benefits),
provided, however, that no
such payment to the Lessee or the Guarantor, as applicable, shall be made while any Lease
Event of Default shall have occurred and be continuing.



          16.2. Reimbursement Obligation by the Lessee and the Guarantor. The Lessee and the
Guarantor shall forthwith upon demand reimburse the Lessor or the relevant Indemnified Person for
any sum or sums expended with respect to any of the foregoing; provided, however,
that, if so requested by the Lessee or the Guarantor, the Lessor shall submit to the Lessee or the
Guarantor, as applicable, a statement documenting any such demand for reimbursement or prepayment.
To the extent that the Lessee or the Guarantor in fact indemnifies the Lessor under the indemnity
provisions of this Agreement, the Lessee or the Guarantor, as applicable, shall be subrogated to
the Lessor’s rights in the affected transaction and shall have a right to determine the settlement
of claims therein. The foregoing indemnity as contained in this Section 16 shall survive
the expiration or earlier termination of this Agreement or any lease of any BTF Truck hereunder.



          16.3. Defense of Claims. The Lessor agrees to notify the Lessee of any claim made
against it for which the Lessee may be liable pursuant to this Section 16 and, if the
Lessee requests, to contest or allow the Lessee to contest such claim. If any Lease Event of
Default shall have occurred and be continuing, no contest shall be required, and any contest which
has begun shall not be required to be continued to be pursued, unless arrangements to secure the
payment of the Lessee’s obligations pursuant to this Section 16 hereunder have been made
and such arrangements are reasonably satisfactory to the Lessor. The Lessor shall not settle any
such claim without the Lessee’s consent, which consent shall not be unreasonably withheld. Defense
of any claim referred to in this Section 16 for which indemnity may be required shall, at
the option and request of the Indemnified Person, be conducted by the Lessee or the Guarantor, as
applicable. The Lessee or the Guarantor, as the case may be, will inform the Indemnified Person of
any such claim and of the defense thereof and will provide copies of material documents relating to
any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may
participate in any such defense at its own expense; provided such participation does not
interfere with the Lessee’s or the Guarantor’s assertion of such claim or defense. The Lessee and
the Guarantor agree that no Indemnified Person will be liable to the Lessee or the Guarantor, as
applicable, for any claim caused directly or indirectly by the inadequacy of any BTF Truck leased
for any purpose or any deficiency or defect therein or the use or maintenance thereof or any
repairs, servicing or adjustments thereto or any delay in providing or failing to provide such
repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss
of business, all of which shall be the risk and responsibility of the Lessee or the Guarantor. The
rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of,
and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified
Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or
was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except
as otherwise set forth herein, nothing herein shall be deemed to require the Lessee or the
Guarantor to indemnify the Lessor for any of the



15









 







Lessor’s acts or omissions which constitute gross
negligence or willful misconduct. This general indemnity shall not affect any
claims of the type discussed above which the Lessee or the Guarantor may have against the
manufacturer.



     17. ASSIGNMENT.



          17.1. Right of the Lessor to Assign this Agreement. The Lessor shall have the right
to finance the acquisition and ownership of the BTF Trucks by selling or assigning, in whole or in
part, its right, title and interest in this Agreement, including, without limitation, in moneys due
from the Lessee, the Guarantor and any third party under this Agreement; provided,
however, that any such sale or assignment shall be subject to the rights and interest of
the Lessee in the BTF Trucks, including but not limited to the Lessee’s right of quiet and peaceful
possession of the BTF Trucks as set forth in Section 9 hereof, and under this Agreement.



          17.2. Limitations on the Right of the Lessee to Assign this Agreement. The Lessee
agrees that it shall not, without prior written consent of the Lessor and the consent of the
Required Noteholders of each Series of Notes Outstanding, assign this Agreement or any of its
rights hereunder to any other party; provided, however, that the Lessee may rent
the BTF Trucks under the terms of its normal daily rental programs. Any purported assignment in
violation of this Section 17.2 shall be void and of no force or effect. Nothing contained
herein shall be deemed to restrict the right of the Lessee to acquire or dispose of, by purchase,
lease, financing, or otherwise, motor vehicles that are not subject to the provisions of this
Agreement.



     18. DEFAULT AND REMEDIES THEREFOR.



          18.1. Events of Default. Any one or more of the following will constitute an event of
default (a “Lease Event of Default”) as that term is used herein:




     18.1.1. there occurs a default in the payment of any portion of Monthly Base Rent or
Supplemental Rent and the continuance thereof for a period of five Business Days;




     18.1.2. any unauthorized assignment or transfer of this Agreement by the Lessee or the
Guarantor occurs;




     18.1.3. the failure, in any material respect, of the Lessee and the Guarantor to
maintain, or cause to be maintained, insurance as required in Section 5 or
Section 26.3;




     18.1.4. the failure of the Lessee and the Guarantor to observe or perform any other
covenant, condition, agreement or provision hereof, including, but not limited to, usage,
and maintenance, and such default continues for more than 30 days after the date the Lessee
or Guarantor has actual knowledge of such default or written notice thereof is delivered by
the Lessor or the Trustee to the Lessee or the Guarantor;




     18.1.5. if any representation or warranty made by the Lessee or the Guarantor herein
is inaccurate or incorrect or is breached or is false or misleading in any material respect
as of the date of the making thereof or any schedule, certificate, financial state-



16









 







ment,
report, notice, or other writing furnished by or on behalf of the Lessee or the Guarantor to
the Lessor or the Trustee is false or misleading in any material respect on the date as of
which the facts therein set forth are stated or certified, and the circumstance or condition
in respect of which such representation, warranty or writing was inaccurate, incorrect,
breached, false or misleading in any material respect, as the case may be, shall not have
been eliminated or otherwise cured for 30 days after the earlier of (x) the date of the
receipt of written notice thereof from the Lessor or the Trustee to the Guarantor or the
Lessee and (y) the date the Guarantor or the Lessee learns of such circumstance or
condition;




     18.1.6. an Event of Bankruptcy occurs with respect to the Lessee, the Guarantor, the
Administrator or BRAC;




     18.1.7. any Change in Control of the Lessee, the Guarantor, or BRAC without the
approval of the Requisite Investors.




     18.1.8. the Pension Benefit Guaranty Corporation or the Internal Revenue Service shall
have filed notice of one or more liens against the Lessee (unless such lien does not purport
to cover the Collateral or any amount payable under the Leases), and, in the case of notice
filed by the Internal Revenue Service, such notice shall have remained in effect for more
than 30 days unless, prior to the expiration of such period, the Lessee shall have provided
the Lessor with a bond in an amount at least equal to the amount of such lien or, in the
case of any such lien in an amount less than $1,000,000, the Lessee shall have established
to the reasonable satisfaction of the Lessor that such lien is being contested in good faith
and that adequate reserves have been established in respect of the claim giving rise to such
lien.



          18.2. Effect of Lease Event of Default or Liquidation Event of Default. If any Lease
Event of Default described in Section 18 or any Liquidation Event of Default shall occur,
the Lessor, acting at the direction of the Trustee may terminate this Agreement and then (x) any
accrued and unpaid Monthly Base Rent, Supplemental Rent and all other charges and payments accrued
but unpaid under this Agreement (calculated as if the full amount of interest on the Notes was then
due and payable in full) shall, automatically, without further action by the Lessor or the Trustee,
become immediately due and payable and (y) the Lessee shall, at the request of the Lessor or the
Trustee, return or cause to be returned all BTF Trucks (and the Administrator shall deliver to the
Trustee the Certificates of Title relating thereto) to the Lessor or the Trustee.



          18.3. Rights of Lessor Upon Lease Event of Default, Limited Liquidation Event of Default
or Liquidation Event of Default. If a Lease Event of Default, Limited Liquidation Event of
Default or Liquidation Event of Default shall occur, then the Lessor or the Trustee at its option
may:




     (i) Proceed by appropriate court action or actions, either at law or in equity, to
enforce performance by the Lessee or the Guarantor of the applicable covenants and terms of
this Agreement or to recover damages for the breach hereof calculated in accordance with
Section 18.5; or



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     (ii) By notice in writing to the Lessee, terminate this Agreement in its entirety
and/or the right of possession hereunder of the Lessee of the BTF Trucks, and the Lessor or
the Trustee may direct delivery by the Lessee or the Guarantor of documents of title to the
BTF Trucks, whereupon all rights and interests of the Lessee or the Guarantor to the BTF
Trucks will cease and terminate and the Guarantor will remain liable hereunder as herein
provided, provided, however, that their liability will be calculated in
accordance with Section 18.5); and thereupon, the Lessor or the Trustee or its
agents may peaceably enter upon the premises of the Lessee or other premises where the BTF
Trucks may be located and take possession of them and thenceforth hold, possess and enjoy
the same free from any right of the Lessee or the Guarantor, or their successors or assigns,
to use the BTF Trucks for any purpose whatsoever, and the Lessor will, nevertheless, have a
right to recover from the Lessee or the Guarantor any and all amounts which under the terms
of this Section 18.3 (as limited by Section 18.5 of this Agreement) as may
be then due. The Lessor will provide the Lessee with written notice of the place and time
of any sale of BTF Trucks at least five days prior to the proposed sale, which shall be
deemed commercially reasonable, and the Lessee may purchase such BTF Truck(s) at the sale.
Each and every power and remedy hereby specifically given to the Lessor and the Trustee will
be in addition to every other power and remedy hereby specifically given to the Lessor or
the Trustee or now or hereafter existing at law, in equity or in bankruptcy and each and
every power and remedy may be exercised from time to time and simultaneously and as often
and in such order as may be deemed expedient by the Lessor or the Trustee; provided,
however, that the measure of damages recoverable against the Lessee and the
Guarantor will in any case be calculated in accordance with Section 18.5. All such
powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver
of the right to exercise any other or others. No delay or omission of the Lessor in the
exercise of any such power or remedy and no renewal or extension of any payments due
hereunder will impair any such power or remedy or will be construed to be a waiver of any
default or any acquiescence therein. Any extension of time for payment hereunder or other
indulgence duly granted to the Lessee or the Guarantor will not otherwise alter or affect
the Lessor’s rights or the obligations hereunder of the Lessee and the Guarantor. The
Lessor’s acceptance of any payment after it will have become due hereunder will not be
deemed to alter or affect the Lessor’s or the Trustee’s rights hereunder with respect to any
subsequent payments or defaults therein; or




     (iii) By notice in writing to the Lessee, terminate the Power of Attorney.




     18.4. Rights of Trustee Upon Liquidation Event of Default, Limited Liquidation
Event of Default and Non-Performance of Certain Covenants.




     (i) If a Liquidation Event of Default or a Limited Liquidation Event of Default shall
have occurred and be continuing, the Lessor and the Trustee, to the extent
provided in the Indenture, shall have the rights against the Guarantor, the Lessee, and
the Collateral provided in the Indenture, including the right to take possession of all or a
portion of the BTF Trucks immediately from the Lessee.



18









 






     (ii) Upon a default in the performance (after giving effect to any applicable grace
periods provided herein) by the Guarantor or the Lessee of its obligations hereunder to keep
the BTF Trucks free of Liens (other than Permitted Liens) and to maintain the Trustee’s
first priority perfected security interest in the Collateral, the Lessor or the Trustee
shall have the right to take actions reasonably necessary to correct such default with
respect to the subject BTF Trucks including the execution of UCC financing statements with
respect to general intangibles and the completion of Vehicle Perfection and Documentation
Requirements on behalf of the Guarantor or the Lessee as applicable.




     (iii) Upon the occurrence of a Liquidation Event of Default or a Limited Liquidation
Event of Default, the Lessee shall dispose of the BTF Trucks in accordance with the
instructions of the Trustee. To the extent the Lessee fails to so dispose of any BTF
Trucks, the Trustee shall have the right to otherwise dispose of such BTF Trucks. In
addition, following the occurrence of a Liquidation Event of Default or a Limited
Liquidation Event of Default, the Trustee shall have all of the rights, remedies, powers,
privileges and claims vis-à-vis the Guarantor or the Lessee, necessary or desirable to allow
the Trustee to exercise the rights, remedies, powers, privileges and claims set forth in
Sections 3.3 and 9.2 of the Base Indenture and each of the Guarantor and the
Lessee acknowledges that it has hereby granted to the Lessor all of the rights, remedies,
powers, privileges and claims granted by the Lessor to the Trustee pursuant to Article
3 of the Base Indenture and that the Trustee may act in lieu of the Lessor in the
exercise of such rights, remedies, powers, privileges and claims.



          18.5. Measure of Damages. If a Lease Event of Default, a Limited Liquidation Event of
Default or a Liquidation Event of Default occurs and the Lessor or the Trustee exercises the
remedies granted to the Lessor or the Trustee under this Article 18, the amount that the
Lessor shall be permitted to recover shall be equal to:




     (i) all Monthly Base Rent, all Supplemental Rent and all other amounts due and payable
under this Agreement (calculated as provided in Section 18.2); plus




     (ii) any damages and expenses, including reasonable attorneys’ fees and expenses (but
excluding net after-tax losses of federal and state income tax benefits to which the Lessor
would otherwise be entitled as a result of this Agreement), which the Lessor or the Trustee
will have sustained by reason of the Lease Event of Default, Limited Liquidation Event of
Default or Liquidation Event of Default, together with reasonable sums for such attorneys’
fees and such expenses as will be expended or incurred in the seizure, storage, rental or
sale of the BTF Trucks or in the enforcement of any right or privilege hereunder or in any
consultation or action in such connection; plus




     (iii) interest on amounts due and unpaid under this Agreement at the applicable
Carrying Cost Interest Rate plus 1.0% from time to time computed from the date of the Lease
Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default or
the date payments were originally due to the Lessor under this Agreement or from the date of
each expenditure by the Lessor which is recoverable from the Lessee



19









 







pursuant to this
Section 18, as applicable, to and including the date payments are made by the
Lessee.



          18.6. Application of Proceeds. The proceeds of any sale or other disposition
pursuant to Section 18.2 or 18.3 shall be applied in the following order: (i) to the reasonable
costs and expenses incurred by the Lessor in connection with such sale or disposition, including
any reasonable costs associated with repairing any BTF Trucks, and reasonable attorneys’ fees in
connection with the enforcement of this Agreement, (ii) to the payment of outstanding Monthly Base
Rent and Supplement Rent, (iii) to the payment of all other amounts due hereunder, and (iv) any
remaining amounts to the Lessor, or such Person(s) as may be lawfully entitled thereto.



          18.7. Special Default. If on any Business Day, the Lessee or the Guarantor obtains
actual knowledge that a BTF Truck included in the Borrowing Base is not titled in the name of BTF
with the Trustee or a Nominee Titleholder noted as the first lienholder on the Certificate of Title
for such BTF Truck (or, if such Business Day is on or before June 25, 2005, the Lessee or Guarantor
obtains actual knowledge that the Titling Procedures (with respect to any BTF Truck for which an
Oklahoma Certificate of Title has not been issued) have not been properly satisfied with respect to
any BTF Truck included in the Borrowing Base), then the Lessee shall within three (3) Business Days
make an application (or correct its application, as the case may be) with the Oklahoma Tax
Commission (the “OTC”) or any Oklahoma motor vehicle license agent (“License
Agent”) to properly title such BTF Truck in the name of BTF with a lien in favor of the
Trustee (or a Nominee Titleholder, as the case may be). If the Lessee fails to perform under the
preceding sentence by the close of business on the third Business Day after obtaining such
knowledge, then the Lessee shall promptly, but in no event later than three (3) Business Days
thereafter, sell or purchase any improperly titled BTF Vehicles (or any such BTF Truck which
respect to which the Titling Procedures have not been properly satisfied). If the proceeds of the
sale of any such BTF Vehicle are less than the applicable Vehicle Purchase Price for such
improperly titled BTF Truck, then the Lessee shall pay to BTF an amount equal to such deficiency;
provided that if the Lessee purchases any such BTF Truck, it shall pay to the Lessor the
applicable Vehicle Purchase Price therefor.



     19. CERTIFICATION OF TRADE OR BUSINESS USE. The Lessee hereby warrants and certifies,
under penalties of perjury, that (i) it intends to use the BTF Trucks which are subject to this
Agreement in its trade or business and (ii) it has been advised that it will not be treated as the
owner of such BTF Trucks for federal tax income purposes.



     20. SURVIVAL. In the event that, during the term of this Agreement, the Lessee or the Guarantor becomes
liable for the payment or reimbursement of any obligations, claims or taxes pursuant to any
provision hereof, such liability will continue, notwithstanding the expiration or termination of
this Agreement, until all such amounts are paid or reimbursed by the Lessee or the Guarantor.



     21. TITLE. This is an agreement to lease only and title to BTF Trucks will at all
times remain in the Lessor’s name or in the name of a Nominee. Neither the Lessee nor the
Guarantor will have any rights or interest in BTF Trucks whatsoever other than the right of
possession and use as provided by this Agreement.



20









 





     22. GUARANTY.



          22.1. Guaranty. In order to induce the Lessor to execute and deliver this Agreement
and to lease BTF Trucks to the Lessee, and in consideration thereof, the Guarantor hereby (i)
unconditionally and irrevocably guarantees to the Lessor the obligations of the Lessee to make any
payments required to be made by them under this Agreement, (ii) agrees to cause the Lessee to duly
and punctually perform and observe all of the terms, conditions, covenants, agreements and
indemnities of the Lessee under this Agreement and (iii) agrees that, if for any reason whatsoever,
the Lessee fails to so perform and observe such terms, conditions, covenants, agreements and
indemnities, the Guarantor will duly and punctually perform and observe the same (the obligations
referred to in clauses (i) through (iii) above are collectively referred to as the
“Guaranteed Obligations”). The liabilities and obligations of the Guarantor under the
guaranty contained in this Section 22 (this “Guaranty”) will be absolute and
unconditional under all circumstances. This Guaranty shall be a guaranty of payment and
performance and not merely of collection, and the Guarantor hereby agrees that it shall not be
required that the Lessor or the Trustee assert or enforce any rights against the Lessee or any
other person before or as a condition to the obligations of the Guarantor pursuant to this
Guaranty.



          22.2. Scope of Guarantor’s Liability. The Guarantor’s obligations hereunder are
independent of the obligations of the Lessee, any other guarantor or any other Person, and the
Lessor may enforce any of its rights hereunder independently of any other right or remedy that the
Lessor may at any time hold with respect to this Agreement or any security or other guaranty
therefor. Without limiting the generality of the foregoing, the Lessor may bring a separate action
against the Guarantor without first proceeding against the Lessee, any other guarantor or any other
Person, or any security held by the Lessor, and regardless of whether the Lessee or any other
guarantor or any other Person is joined in any such action. The Guarantor’s liability hereunder
shall at all times remain effective with respect to the full amount due from the Lessee hereunder,
notwithstanding any limitations on the liability of the Lessee to the Lessor contained in any of
the Related Documents or elsewhere. The Lessor’s rights hereunder shall not be exhausted by any
action taken by the Lessor until all
Guaranteed Obligations have been fully paid and performed. The liability of the Guarantor
hereunder shall be reinstated and revived, and the rights of the Lessor shall continue, with
respect to any amount at any time paid on account of the Guaranteed Obligations which shall
thereafter be required to be restored or returned by the Lessor upon the bankruptcy, insolvency or
reorganization of the Lessee, any other guarantor or any other Person, or otherwise, all as though
such amount had not been paid.



          22.3. Lessor’s Right to Amend this Agreement, Etc. The Guarantor hereby authorizes
the Lessor, at any time and from time to time without notice and without affecting the liability of
the Guarantor hereunder, to: (a) alter the terms of all or any part of the Guaranteed Obligations
and any security and guaranties therefor including without limitation modification of times for
payment and rates of interest; (b) accept new or additional instruments, documents, agreements,
security or guaranties in connection with all or any part of the Guaranteed Obligations; (c) accept
partial payments on the Guaranteed Obligations; (d) waive, release, reconvey, terminate, abandon,
subordinate, exchange, substitute, transfer, compound, compromise, liquidate and enforce all or any
part of the Guaranteed Obligations and any security or guaranties therefor, and apply any such
security and direct the order or manner of sale thereof



21









 







(and bid and purchase at any such sale), as
the Lessor in its discretion may determine; (e) release the Lessee, any other guarantor or any
other Person from any personal liability with respect to all or any part of the Guaranteed
Obligations; and (f) assign its rights under this Guaranty in whole or in part.



     22.4. Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the
following to the fullest extent allowed by law:




     (a) all statutes of limitation as a defense to any action brought by the Lessor against
the Guarantor;




     (b) any defense based upon:




     (i) the unenforceability or invalidity of all or any part of the Guaranteed
Obligations or any security or other guaranty for the Guaranteed Obligations or the
lack of perfection or failure of priority of any security for the Guaranteed
Obligations;




     (ii) any act or omission of the Lessor or any other Person that directly or
indirectly results in the discharge or release of the Lessee or any other Person or
any of the Guaranteed Obligations or any security therefor; or




     (iii) any disability or any other defense of the Lessee or any other Person
with respect to the Guaranteed Obligations, whether consensual or arising by
operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from
any other cause;




     (c) any right (whether now or hereafter existing) to require the Lessor, as a condition
to the enforcement of this Guaranty, to:




     (i) accelerate the Guaranteed Obligations;




     (ii) give notice to the Guarantor of the terms, time and place of any public or
private sale of any security for the Guaranteed Obligations; or




     (iii) proceed against the Lessee, any other guarantor or any other Person, or
proceed against or exhaust any security for the Guaranteed Obligations;




     (d) all rights of subrogation, all rights to enforce any remedy that the Lessor now or
hereafter has against the Lessee or any other Person, and any benefit of, and right to
participate in, any security now or hereafter held by the Lessor with respect to the
Guaranteed Obligations;




     (e) presentment, demand, protest and notice of any kind, including without limitation
notices of default and notice of acceptance of this Guaranty;



22









 






     (f) all suretyship defenses and rights of every nature otherwise available under New
York law and the laws of any other jurisdiction; and




     (g) all other rights and defenses the assertion or exercise of which would in any way
diminish the liability of the Guarantor hereunder.



          22.5. Guarantor to Pay Lessor’s Expenses. The Guarantor agrees to pay to the Lessor,
on demand, all costs and expenses, including attorneys’ and other professional and paraprofessional
fees, incurred by the Lessor in exercising any right, power or remedy conferred by this Guaranty,
or in the enforcement of this Guaranty, whether or not any action is filed in connection therewith.
Until paid to the Lessor, such amounts shall bear interest, commencing with the Lessor’s demand
therefor, at the Carrying Cost Interest Rate plus 2.0%.



          22.6. Reinstatement. This Guaranty shall continue to be effective or be reinstated,
as the case may be, if at any time payment of any of the amounts payable by the Lessee under this
Agreement is rescinded or must otherwise be restored or returned by the Lessor, upon an event of
bankruptcy, dissolution, liquidation or reorganization of the Lessee or the Guarantor or upon or as
a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Lessee or the Guarantor or any substantial part of their respective property, or
otherwise, all as though such payment had not been made.



          22.7. Pari Passu Indebtedness. The Guarantor (i) represents and warrants that, as of the date hereof, the obligations of
the Guarantor under this Guaranty will rank pari passu with any existing unsecured
indebtedness of the Guarantor and (ii) covenants and agrees that from and after the date hereof the
obligations of the Guarantor under this Guaranty will rank pari passu with any
unsecured indebtedness of the Guarantor incurred after the date hereof.



     23. RIGHTS OF LESSOR ASSIGNED. Notwithstanding anything to the contrary contained in
this Agreement, each of the Lessee and the Guarantor acknowledges that the Lessor has assigned all
of its rights under this Agreement to the Trustee pursuant to the Indenture. Accordingly, each of
the Lessee and the Guarantor agrees that:




     (i) Subject to the terms of the Indenture, the Trustee shall have all the rights,
powers, privileges and remedies of the Lessor hereunder and the obligations of the Guarantor
and of the Lessee hereunder (including with respect to the payment of Monthly Base Rent,
Supplemental Rent and all other amounts payable hereunder) shall not be subject to any claim
or defense which the Guarantor or the Lessee may have against the Lessor or, in the case of
the Guarantor, the Lessee (other than the defense of payment actually made) and shall be
absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim,
deduction or reduction for any reason whatsoever. Specifically, each of the Lessee and the
Guarantor agrees that, upon the occurrence of a Lease Event of Default, a Limited
Liquidation Event of Default or a Liquidation Event of Default, the Trustee may exercise
(for and on behalf of the Lessor) any right or remedy against the Lessee or the Guarantor
provided for herein and neither the Lessee nor the Guarantor will interpose as a defense
that such claim should have been asserted by the Lessor;



23









 






     (ii) Upon the delivery by the Trustee of any notice to the Lessee or the Guarantor
stating that a Lease Event of Default, a Limited Liquidation Event of Default or a
Liquidation Event of Default has occurred, the Lessee or the Guarantor, as the case may be,
will, if so requested by the Trustee, treat the Trustee or the Trustee’s designee for all
purposes as the Lessor hereunder and in all respects comply with all obligations under this
Agreement that are asserted by the Trustee as the successor to the Lessor hereunder,
irrespective of whether the Lessee or the Guarantor has received any such notice from the
Lessor; provided, however, that the Trustee shall in no event be liable to
the Lessee for any action taken by it in its capacity as successor to the Lessor other than
actions that constitute negligence or willful misconduct;




     (iii) Each of the Lessee and the Guarantor acknowledges that pursuant to the Indenture
the Lessor has irrevocably authorized and directed the Lessee or the Guarantor to, and the
Lessee and the Guarantor shall, make payments of Monthly Base Rent and Supplemental Rent
hereunder (and any other payments hereunder) directly to the Trustee for deposit in the
Collection Account established by the Trustee for receipt of such payments pursuant to the
Indenture and such payments shall discharge the obligation of the Lessee and the Guarantor
to the Lessor hereunder to the extent of such payments.
Upon written notice to the Lessee or the Guarantor of a sale or assignment by the
Trustee of its right, title and interest in moneys due under this Agreement to a successor
Trustee, the Lessee or the Guarantor, as the case may be, shall thereafter make payments of
all Monthly Base Rent and Supplemental Rent (and any other payments hereunder) to the party
specified in such notice;




     (iv) Upon request made by the Trustee at any time, each of the Lessee and the Guarantor
shall take such actions as are requested by the Trustee to assist the Trustee in maintaining
the Trustee’s first priority perfected security interest in this Agreement, the BTF Trucks,
the Certificates of Title with respect thereto and any other Collateral; and




     (v) In the event that the Indenture terminates and all obligations owing under the
Indenture have been paid in full, the Lessor shall have all rights under this Agreement
previously assigned to the Trustee.



     24. MODIFICATION AND SEVERABILITY. The terms of this Agreement will not be waived,
altered, modified, amended, supplemented or terminated in any manner whatsoever unless the same
shall be in writing and signed and delivered by the Lessor, the Guarantor and the Lessee and
consented to in writing by the Trustee and by the Required Noteholders of each Series of Notes
Outstanding. If any part of this Agreement is not valid or enforceable according to law, all other
parts will remain enforceable.



     25. CERTAIN REPRESENTATIONS AND WARRANTIES. The Lessee represents and warrants to the
Lessor and the Trustee as to itself, and the Guarantor represents and warrants to the Lessor and
the Trustee as to itself and as to the Lessee, that as of the date hereof and as of each Series
Closing Date:



          25.1. Organization; Ownership; Power; Qualification. Each of the Guarantor and the
Lessee is (i) a corporation duly organized, validly existing and in good standing under the



24









 







laws of
the jurisdiction of its incorporation, (ii) has the corporate power and authority to own its
properties and to carry on its business as now being and hereafter proposed to be conducted, and
(iii) is duly qualified, in good standing and authorized to do business in each jurisdiction in
which the character of its properties or the nature of its businesses requires such qualification
or authorization.



          25.2. Authorization; Enforceability. Each of the Guarantor and the Lessee has the
corporate power and has taken all necessary corporate action to authorize it to execute, deliver
and perform this Agreement and each of the other Related Documents to which it is a party in
accordance with their respective terms, and to consummate the transactions contemplated hereby and
thereby. This Agreement has been duly executed and delivered by the Guarantor and the Lessee and
is, and each of the other
Related Documents to which the Guarantor or the Lessee is a party is, a legal, valid and
binding obligation of the Guarantor and the Lessee, enforceable in accordance with its terms.



          25.3. Compliance. The execution, delivery and performance, in accordance with their
respective terms, by the Guarantor and the Lessee of this Agreement and each of the other Related
Documents to which it is a party, and the consummation of the transactions contemplated hereby and
thereby, do not and will not (i) require any consent, approval, authorization or registration not
already obtained or effected, (ii) violate any applicable law with respect to the Guarantor or the
Lessee which violation could result in a Material Adverse Effect, (iii) conflict with, result in a
breach of, or constitute a default under the certificate or articles of incorporation or by-laws,
as amended, of the Guarantor or the Lessee, (iv) conflict with, result in a breach of, or
constitute a default under any indenture, agreement, or other instrument to which the Guarantor or
the Lessee is a party or by which its properties may be bound or (v) result in or require the
creation or imposition of any Lien upon or with respect to any property now owned or hereafter
acquired by the Lessee.



          25.4. Financial Information; Financial Condition. All balance sheets, all statements
of operations, of shareholders’ equity and of cash flow, and other financial data (other than
projections) which have been or shall hereafter be furnished to the Lessor, the Trustee or any
Noteholder for the purposes of or in connection with this Agreement or the Related Documents have
been and, except as noted therein, will be prepared in accordance with GAAP and do and will present
fairly the financial condition of the entities involved as of the dates thereof and the results of
their operations for the periods covered thereby. Such financial data include the following
financial statements and reports which have been furnished to the Lessor, the Noteholders and the
Trustee on or prior to the date hereof or such Closing Date:




     (i) the audited consolidated financial statements consisting of a statement of
financial position of the Guarantor and its consolidated subsidiaries as of December 31,
2005, and the related statements of operations, stockholder’s equity and cash flows of the
Guarantor and its consolidated subsidiaries for the year ended December 31, 2005; and




     (ii) the unaudited consolidated financial statements consisting of a statement of
financial position of the Guarantor and its consolidated subsidiaries as of March 31,



25









 







2006,
and the related statements of operations, stockholder’s equity and cash flows of the
Guarantor and its consolidated subsidiaries for the three months ended March 31, 2006;



          25.5. Litigation. Except as set forth in Schedule 25.5 hereto and except for
claims as to which an insurer has admitted coverage in writing and which are fully covered by
insurance provided by a Person who is not an Affiliate of BTR and for which adequate reserves have
been set aside in accordance with GAAP, no claims, litigation (including, without limitation,
derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending
or, to the best of the
Guarantor’s or the Lessee’s knowledge, threatened against the Guarantor or the Lessee which
would, if adversely determined, have a Material Adverse Effect.



          25.6. Liens. The BTF Trucks and other Collateral are free and clear of all Liens
other than (i) Permitted Liens and (ii) Liens in favor of the Trustee. The Trustee has obtained,
and shall continue to obtain, for the benefit of the Secured Parties pursuant to the Indenture, a
first priority perfected Lien on all BTF Trucks leased hereunder. All Vehicle Perfection and
Documentation Requirements with respect to all BTF Trucks on or after the date hereof have and
shall continue to be satisfied.



          25.7. Employee Benefit Plans. (a) During the 12 consecutive month period prior to
the date hereof and of each Series Closing Date: (i) no steps have been taken by the Guarantor,
the Lessee or any member of the Controlled Group, or to the knowledge of the Guarantor, by any
Person, to terminate any Pension Plan; and (ii) no contribution failure has occurred with respect
to any Pension Plan maintained by the Guarantor, the Lessee or any member of the Controlled Group
sufficient to give rise to a Lien under Section 302(f)(l) of ERISA in connection with such
Pension Plan; and (b) no condition exists or event or transaction has occurred with respect to any
Pension Plan which could reasonably be expected to result in the incurrence by the Guarantor or the
Lessee or any member of the Controlled Group of liabilities, fines or penalties in an amount that
could have a Material Adverse Effect, and (c) neither Guarantor nor the Lessee has any material
contingent liability with respect to any post-retirement benefits under a Welfare Plan, other than
liability for continuation coverage described in Subtitle B of Part 6 of Title 1 of ERISA and
liability which would have a Material Adverse Effect.



          25.8. Investment Company Act. Neither the Guarantor nor the Lessee is an
“investment company” or a company “controlled,” by an “investment company”,
within the meaning of the Investment Company Act of 1940, as amended, and neither the Guarantor nor
the Lessee is subject to any other statute which would impair or restrict its ability to perform
its obligations under this Agreement or the other Related Documents, and neither the entering into
or performance by the Guarantor or the Lessee of this Agreement violates any provision of such Act.



          25.9. Regulations T, U and X. Neither the Guarantor nor the Lessee is engaged
principally, or as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U and X of the
Board of Governors of the Federal Reserve System). None of the Guarantor, the Lessee, any
Affiliates of any of them or any Person acting on their behalf has taken or will take action to



26









 







cause the execution, delivery or performance of this Agreement or the Notes, the making or
existence of the Notes or the use of proceeds of the Notes to violate Regulation T, U, or X of the
Board of Governors of the Federal Reserve System.



          25.10. Jurisdiction of Organization; Principal Places of Business Locations.
Schedule 25.10 lists each of the locations where each of the Lessee and the Guarantor is
organized, the Lessee’s and the Guarantor’s legal names and each name under or by which the Lessee
and the Guarantor conducts its business. Except as set forth on Schedule 25.10 neither the
Lessee nor the Guarantor has maintained a principal place of business or a chief executive office
other than in , respectively, Parsippany, New Jersey and Denver, Colorado during the four years
preceding the date of this Agreement.



          25.11. Taxes. Each of the Guarantor and the Lessee has filed all tax returns which
have been required to be filed by it (except where the requirement to file such return is subject
to a valid extension or such failure relates to returns which, in the aggregate, show taxes due in
an amount of not more than $500,000), and has paid or provided adequate reserves for the payment of
all taxes shown due on such returns or required to be paid as a condition to such extension, as
well as all payroll taxes and federal and state withholding taxes, and all assessments payable by
it that have become due, other than those that are payable without penalty or are being contested
in good faith by appropriate proceedings and with respect to which adequate reserves have been
established, and are being maintained, in accordance with GAAP. As of the date hereof and as of
each Series Closing Date, to the best of the Guarantor’s or the Lessee’s knowledge, there is no
unresolved claim by a taxing authority concerning the Guarantor’s or the Lessee’s tax liability for
any period for which returns have been filed or were due other than those contested in good faith
by appropriate proceedings and with respect to which adequate reserves have been established and
are being maintained in accordance with GAAP.



          25.12. Governmental Authorization. Each of the Guarantor and the Lessee has all
licenses, franchises, permits and other governmental authorizations necessary for all businesses
presently carried on by it (including owning and leasing the real and personal property owned and
leased by it), except where failure to obtain such licenses, franchises, permits and other
governmental authorizations would not have a Material Adverse Effect.



          25.13. Compliance with Laws. Each of the Guarantor and the Lessee: (i) is not in
violation of any Requirement of Law, which violation would have a Material Adverse Effect, and no
such violation has been alleged, (ii) has filed in a timely manner all reports, documents and other
materials required to be filed by it with any Governmental Authority (and the information contained
in each of such filings is true, correct and complete in all material respects), except where
failure to make such filings would not have a Material Adverse Effect, and (iii) has retained all
records and documents required to be retained by it pursuant to any Requirement of Law, except
where failure to retain such records would not have a Material Adverse Effect.



          25.14. Eligible Trucks. Each BTF Truck is or will be, as the case may be, on the BTF Lease Commencement Date with
respect to such BTF Truck, an Eligible Truck.



27









 





          25.15. Supplemental Documents True and Correct. All information contained in any
other Supplemental Document which has been submitted, or which may hereafter be submitted by the
Lessee to the Lessor is, or will be, true, correct and complete.



          25.16. Absence of Default. Each of the Guarantor and the Lessee is in compliance with
all of the provisions of its certificate or articles of incorporation and by-laws and no event has
occurred or failed to occur which has not been remedied or waived, the occurrence or non-occurrence
of which constitutes, or with the passage of time or giving of notice or both would constitute, (i)
a Lease Event of Default or a Potential Lease Event of Default or (ii) a default or event of
default by the Guarantor or the Lessee under any indenture, agreement or other instrument, or any
judgment, decree or final order to which the Guarantor or the Lessee is a party or by which the
Guarantor or the Lessee or any of their properties may be bound or affected. Neither the Guarantor
nor BRAC is liable in respect of any Indebtedness other than, in the case of the Guarantor, any
Indebtedness incurred by the Guarantor hereunder the Indenture.



          25.17. Title to Assets. Each of the Guarantor and the Lessee has good, legal and
marketable title to, or a valid leasehold interest in, all of its assets, except to the extent no
Material Adverse Effect could result. None of such properties or assets is subject to any Liens,
except, in the case of the Lessee, for Permitted Encumbrances. Except, in the case of the Lessee,
for financing statements or other filings with respect to or evidencing Permitted Encumbrances, no
financing statement under the UCC of any state, application for a Certificate of Title or
certificate of ownership, or other filing which names the Guarantor or the Lessee as debtor or
which covers or purports to cover any of the assets of the Guarantor or the Lessee is on file in
any state or other jurisdiction, and neither the Guarantor nor the Lessee has signed any such
financing statement, application or instrument authorizing any secured party or creditor of such
Person thereunder to file any such financing statement, application or filing other than, in the
case of the Lessee, with respect to Permitted Encumbrances and except, in the case of the Lessee,
to the extent no Material Adverse Effect could result.



          25.18. Burdensome Provisions. Neither the Guarantor nor the Lessee is a party to or
bound by any Contractual Obligation that could have a Material Adverse Effect.



          25.19. No Adverse Change. Since March 31, 2006, (x) no material adverse change in the
business, assets, liabilities, financial condition, results of operations or business prospects of
the Guarantor or the Lessee has
occurred, and (y) no event has occurred or failed to occur, which has had or may have, either
alone or in conjunction with all other such events and failures, a Material Adverse Effect.



          25.20. No Adverse Fact. No fact or circumstance is known to the Guarantor or the
Lessee, as of the date hereof or as of such Closing Date, which, either alone or in conjunction
with all other such facts and circumstances, has had or might in the future have (so far as the
Guarantor or the Lessee can foresee) a Material Adverse Effect.



          25.21. Accuracy of Information. All data, certificates, reports, statements, Opinions
of Counsel, documents and other information furnished to the Lessor, any Noteholder or the Trustee
by or on behalf of the Guarantor or the Lessee pursuant to any provision of any



28









 







Related Document,
or in connection with or pursuant to any amendment or modification of, or waiver under, any Related
Document, shall, at the time the same are so furnished, (i) be complete and correct in all material
respects to the extent necessary to give the Lessor, such Noteholder or the Trustee, as the case
may be, true and accurate knowledge of the subject matter thereof, (ii) not contain any untrue
statement of a material fact, and (iii) not omit to state a material fact necessary in order to
make the statements contained therein (in light of the circumstances in which they were made) not
misleading, and the furnishing of the same to the Lessor, such Noteholder or the Trustee, as the
case may be, shall constitute a representation and warranty by the Guarantor and the Lessee made on
the date the same are furnished to the Lessor, such Noteholder or the Trustee, as the case may be,
to the effect specified in clauses (i), (ii) and (iii).



          25.22. Solvency. Both before and after giving effect to the transactions contemplated
by this Agreement and the other Related Documents, each of the Guarantor and the Lessee is solvent
within the meaning of the Bankruptcy Code and each of the Guarantor and the Lessee 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 and no
Event of Bankruptcy has occurred with respect to the Guarantor or the Lessee.



     26. CERTAIN AFFIRMATIVE COVENANTS. Until the expiration or termination of this
Agreement, and thereafter until the obligations of the Lessee and the Guarantor under this
Agreement and the Related Documents are satisfied in full, the Lessee covenants and agrees as to
itself, and the Guarantor covenants and agrees as to itself and as to the Lessee that, unless at
any time the Lessor and the Trustee shall otherwise expressly consent in writing, it will (and, in
the case of the Guarantor, will cause the Lessee to):



          26.1. Corporate Existence; Foreign Qualification. Do and cause to be done at all times all things necessary to (i) maintain and preserve the
corporate existence of the Guarantor and the Lessee (it being understood that, subject to
Section 27.1, the Lessee shall remain a direct or indirect Wholly-Owned Subsidiary of the
Guarantor); (ii) be, and ensure that the Lessee is, duly qualified to do business and in good
standing as a foreign corporation in each jurisdiction where the nature of its business makes such
qualification necessary and the failure to so qualify would have a Material Adverse Effect; and
(iii) comply with all Contractual Obligations and Requirements of Law binding upon it and its
Subsidiaries, except to the extent that the failure to comply therewith would not, in the
aggregate, have a Material Adverse Effect.



          26.2. Books, Records and Inspections. (i) Maintain complete and accurate books and
records with respect to the BTF Trucks leased under this Agreement and (ii) permit any Person
designated by the Lessor or the Trustee in writing to visit and/or inspect any of the properties,
corporate books and financial records of the Guarantor and its Subsidiaries and to discuss its
affairs, finances and accounts with officers of the Guarantor and its Subsidiaries, agents of the
Guarantor and with the Guarantor’s independent public accountants, all at such reasonable times and
as often as the Lessor or the Trustee may reasonably request.



          26.3. Insurance. Obtain and maintain with respect to all BTF Trucks that are subject
to this Agreement (a) vehicle liability insurance to the full extent required by law and in



29









 







any
event not less than $500,000 per Person and $1,000,000 per occurrence, (b) property damage
insurance with a limit of $1,000,000 per occurrence, and (c) excess coverage public liability
insurance with a limit of not less than $50,000,000 or the limit maintained from time to time by
the Lessee at any time hereafter, whichever is greater, with respect to all trucks and vans
comprising the Lessee’s truck rental fleet. The Lessor acknowledges and agrees that the Lessee
may, to the extent permitted by applicable law, self-insure for the first $1,000,000 per
occurrence, or a greater amount up to a maximum of $3,000,000, with the consent of the Requisite
Investors, per occurrence, of vehicle liability and property damage which is otherwise required to
be insured hereunder. All such policies shall be from financially sound and reputable insurers,
shall name the Lessor and the Trustee as additional insured parties, in the case of catastrophic
physical damage insurance on such BTF Trucks, shall name the Trustee as loss payee as its interest
may appear and will provide that the Lessor and the Trustee shall receive at least ten days’ prior
written notice of cancellation of such policies. The Lessee will notify promptly the Lessor and
the Trustee of any curtailment or cancellation of the Lessee’s right to self-insure in any
jurisdiction.



          26.4. Reporting Requirements. Furnish, or cause to be furnished to the Lessor and the
Trustee:




     (i) Annual Report. As soon as available and in any event within 100 days after
the end of each fiscal year thereafter, beginning with the fiscal year end of December 31,
2006, (A) the audited consolidated balance sheet of ABCR and its consolidated subsidiaries
as at the end of, and the related consolidated statements of
income, shareholders’ equity and cash flows for such year, and the corresponding
figures as at the end of, and for, the preceding fiscal year, accompanied by an opinion of
Deloitte & Touche LLP or such other independent certified public accountants of recognized
standing as shall be retained by ABCR, which report and opinion shall be prepared in
accordance with generally accepted auditing standards relating to reporting (the “ABCR
Financial Statements”), including, Supplemental Combined Statement of Income Information and
Supplemental Combined Balance Sheet Information as at the end of, and for, such fiscal year
together with an opinion of Deloitte & Touche LLP stating that while such supplemental
information is unaudited, such information has been subjected to the auditing procedures
applied in its audit of the ABCR Financial Statements and, in their opinion, are fairly
stated in all material respects when considered in relation to ABCR’s basic financial
statements taken as a whole, and (B) unaudited combined financial statements consisting of a
statement of financial position of BTR and its subsidiaries as of the end of such fiscal
year and a statement of operations, stockholders’ equity and cash flows of BTR and its
subsidiaries for such fiscal year, certified by a senior financial officer of BTR as having
been prepared in accordance with GAAP (except as otherwise noted therein).




     (ii) Quarterly Statements. As soon as available and in any event within 55
days after the end of each of the first three quarters of each fiscal year, beginning with
the end of the first quarter March 31, 2007, of the Guarantor, unaudited financial
statements consisting of a combined statement of financial position of the Guarantor and its
Subsidiaries as of the end of such quarter and a statement of operations, stockholders’



30









 







equity and cash flows of the Guarantor and its Subsidiaries for each such quarter, setting
forth in comparative form the corresponding figures for the corresponding periods of the
preceding fiscal year beginning with the quarterly statements for the first quarter ending
March 31, 2008, all in reasonable detail and certified (subject to year-end adjustments) by
a senior financial officer of the Guarantor as having been prepared in accordance with GAAP
(except as otherwise noted therein);




     (iii) Amortization Events and Lease Events of Default. As soon as possible but
in any event within two Business Days after the occurrence of any Amortization Event,
Potential Amortization Event, Lease Event of Default or Potential Lease Event of Default, a
written statement of an Authorized Officer describing such event and the action that the
Guarantor or the Lessee, as the case may be, proposes to take with respect thereto;




     (iv) Reports. Promptly, from time to time, such information with respect to
the Lessee, the Guarantor, BTF or the BTF Trucks leased hereunder as the Lessor may require
to satisfy its reporting obligations pursuant to Section 4.1 of the Base Indenture; and




     (v) Other. Promptly, from time to time, such other information, documents, or
reports respecting the BTF Trucks leased hereunder or the condition or operations, financial
or otherwise, of the Guarantor, the Lessee or the Administrator as the Lessor or the Trustee
may from time to time reasonably request in order to protect the interests of
the Lessor or the Trustee under or as contemplated by this Agreement or any other
Related Document.



          26.5. Payment of Taxes; Removal of Liens. Pay when due all taxes, assessments, fees
and governmental charges of any kind whatsoever that may be at any time lawfully assessed or levied
against or with respect to the Lessee, the Guarantor or their respective property and assets or any
interest thereon. Notwithstanding the previous sentence, but subject in any case to the other
requirements hereof and of the Related Documents, neither the Lessee nor the Guarantor shall be
required to pay any tax, charge, assessment or imposition nor to comply with any law, ordinance,
rule, order, regulation or requirement so long as the Lessee or the Guarantor shall contest, in
good faith, the amount or validity thereof, in an appropriate manner or by appropriate proceedings.
Each such contest shall be promptly prosecuted to final conclusion (subject to the right of the
Guarantor or the Lessee to settle any such contest).



          26.6. Business. The Lessee will engage only in businesses in substantially the same
or related fields as the businesses conducted on the date hereof and such other lines of business,
which, in the aggregate, do not constitute a material part of the operations of the Lessee.



          26.7. Maintenance of Separate Existence. Each of the Guarantor and the Lessee
acknowledges its receipt of a copy of that certain opinion letter issued by White & Case LLP dated
the Initial Closing Date and addressing the issue of substantive consolidation as it may relate to
the Guarantor, the Lessee and the Lessor. The Guarantor and the Lessee hereby agree to



31









 







maintain in
place all policies and procedures, and take and continue to take all action, described in the
factual assumptions set forth in such opinion letter and relating to such Person.



          26.8. Maintenance of the BTF Trucks. Maintain and cause to be maintained in good
repair, working order and condition all of the BTF Trucks leased in accordance with its ordinary
business practices with respect to all other vehicles owned or leased by it, except to the extent
that any such failure to comply with such requirements does not, in the aggregate, materially
adversely affect the interests of the Lessor under this Agreement or the interests of the Secured
Parties under the Indenture. From time to time the Guarantor and the Lessee will make or cause to
be made all appropriate repairs, renewals and replacements with respect to the BTF Trucks. The
Lessee shall maintain good, legal and marketable title to, or a valid leasehold interest in, all of
its assets, free and clear of all Liens except for Permitted Liens, and except to the extent sold
or otherwise disposed of in accordance with this Agreement or any of the other Related Documents,
and except to the extent no Material Adverse Effect could result. The Guarantor shall maintain,
and shall cause BRAC and BTR to maintain, good, legal and marketable title to, or a valid leasehold
interest, in all of their respective assets, free and clear of all Liens except Permitted Liens.



          26.9. Accounting Methods, Financial Records. Maintain, and cause each of its material
Subsidiaries to maintain, a system of accounting and keep, and cause each of its material
Subsidiaries to keep, such records and books of account (which shall be true and complete) as may
be required or necessary to permit the preparation of financial statements in accordance with GAAP.



          26.10. Disclosure to Auditors. Disclose, and cause each of its material Subsidiaries
to disclose, to its independent certified public accountants in a timely manner all loss
contingencies of a type requiring disclosure to auditors under accounting standards promulgated by
the Financial Accounting Standards Board.



          26.11. Disposal of BTF Trucks. Dispose of the BTF Trucks leased by the Lessee in
accordance with Section 2.6(a) (unless the Lessee purchases such BTF Truck in accordance
with the terms of Section 2.5.



          26.12. Nominee Agreement. In the case of the Lessee only, if applicable, the Lessee
shall acknowledge and consent to the terms of any Nominee Agreement.



     27. CERTAIN NEGATIVE COVENANTS. Until the expiration or termination of this Agreement
and thereafter until the obligations of the Lessee and the Guarantor under this Agreement and the
Related Documents are satisfied in full, the Lessee covenants and agrees as to itself, and the
Guarantor covenants and agrees as to itself and as to the Lessee that, unless at any time the
Lessor and the Trustee shall otherwise expressly consent in writing, it will not (and, in the case
of the Guarantor, will not permit the Lessee to):



          27.1. Mergers, Consolidations. Merge or consolidate with any Person, except that, if
after giving effect thereto, no Potential Lease Event of Default or Lease Event of Default would
exist, this Section 27.1 shall not apply to (i) any merger or consolidation,
provided that the Guarantor or the Lessee, as applicable, is the surviving corporation and
if the Lessee is the



32









 







surviving corporation, it is a direct or indirect Wholly-Owned Subsidiary of
the Guarantor after such merger or consolidation and (ii) any merger or consolidation of the Lessee
with or into another Subsidiary of the Guarantor, provided that the surviving entity
executes an agreement of assumption to perform every obligation of the Lessee under this Agreement
and such surviving entity is a direct or indirect Wholly-Owned Subsidiary of the Guarantor.



          27.2. Other Agreements. Enter into any agreement containing any provision which would be violated or breached by
the performance of its obligations hereunder or under any instrument or document delivered or to be
delivered by it hereunder or in connection herewith.



          27.3. Liens. Create or permit to exist any Lien with respect to any BTF Truck, except
for Permitted Liens.



          27.4. Use of BTF Trucks. Use or allow the BTF Trucks to be used (i) for any illegal
purposes or (ii) in any manner that would subject the BTF Trucks to confiscation.



     28. ADMINISTRATOR ACTING AS AGENT OF THE LESSOR. The parties to this Agreement
acknowledge and agree that BTR shall act as Administrator and, in such capacity, as the agent for
the Lessor, for purposes of performing certain duties of the Lessor under this Agreement and the
Related Documents. As compensation for the Administrator’s performance of such duties, the Lessor
shall pay to the Administrator on each Distribution Date (i) the Monthly Administration Fee payable
pursuant to the Administration Agreement and (ii) the reasonable costs and expenses of the
Administrator incurred by it as a result of arranging for the sale of BTF Trucks returned to the
Lessor in accordance with Section 2.6(b) and sold to third parties, provided,
however, that such costs and expenses shall only be payable to the Administrator to the
extent of any excess of the sale price received by the Lessor for any such BTF Truck over the
Termination Value thereof.



     29. NO PETITION. Each of the Guarantor, the Lessee and the Administrator hereby
covenants and agrees that, prior to the date which is one year and one day after the payment in
full of all of the Notes, it will not institute against, or join any other Person in instituting
against the Lessor or BTF any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or any state of the
United States. In the event that the Guarantor, the Lessee or the Administrator takes action in
violation of this Section 29, the Lessor agrees, for the benefit of the Secured Parties,
that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of
such a petition by the Guarantor, the Lessee or the Administrator against the Lessor or BTF or the
commencement of such action and raise the defense that the Guarantor, the Lessee or the
Administrator has agreed in writing not to take such action and should be estopped and precluded
therefrom and such other defenses, if any, as its counsel advises that it may assert. The
provisions of this Section 29 shall survive the termination of this Agreement.



     30. SUBMISSION TO JURISDICTION. The Lessor and the Trustee may enforce any claim
arising out of this Agreement in any state or federal court having subject matter jurisdiction,
including, without limitation, any state or
federal court located in the State of New York. For the purpose of any action or proceeding
instituted with respect to any such claim, the



33









 







Guarantor and the Lessee hereby irrevocably submits
to the jurisdiction of such courts. The Guarantor and the Lessee further irrevocably consents to
the service of process out of said courts by mailing a copy thereof, by registered mail, postage
prepaid, to the Guarantor or the Lessee, as the case may be, and agrees that such service, to the
fullest extent permitted by law, (i) shall be deemed in every respect effective service of process
upon it in any such suit, action or proceeding and (ii) shall be taken and held to be valid
personal service upon and personal delivery to it. Nothing herein contained shall affect the right
of the Trustee and the Lessor to serve process in any other manner permitted by law or preclude the
Lessor or the Trustee from bringing an action or proceeding in respect hereof in any other country,
state or place having jurisdiction over such action. The Guarantor and the Lessee hereby
irrevocably waives, to the fullest extent permitted by law, any objection which it may have or
hereafter have to the laying of the venue of any such suit, action or proceeding brought in any
such court located in the State of New York and any claim that any such suit, action or proceeding
brought in such a court has been brought in an inconvenient forum.



     31. GOVERNING LAW. THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (EXCEPT FOR
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). Whenever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. All
obligations of the Guarantor and the Lessee and all rights of the Lessor or the Trustee expressed
herein shall be in addition to and not in limitation of those provided by applicable law or in any
other written instrument or agreement.



     32. JURY TRIAL. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER
RELATED DOCUMENT TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH OR ARISING FROM ANY
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED TRANSACTION, AND AGREES THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.



     33. NOTICES. All notices, requests and other communications to any party hereunder
shall be in writing including facsimile transmission or similar writing and shall be given to such
party, addressed to it, at its address or telephone number set forth on the signature pages below,
or at
such other address or telephone number as such party may hereafter specify for the purpose by
notice to the other party. In each case, a copy of all notices, requests and other communications
that are sent by any party hereunder shall be sent to the Trustee and a copy of all notices,
requests and other communications that are sent by the Lessee or the Guarantor to each other that
pertain to this Agreement shall be sent to the Lessor and the Trustee.



34









 







Copies of notices, requests
and other communications delivered to the Trustee and/or the Lessor pursuant to the foregoing
sentence shall be sent to the following addresses:



	 	 	 	 	 
	TRUSTEE:	 	The Bank of New York Trust Company, N.A.
	 	 	2 N. LaSalle Street, Suite 1020
	 	 	Chicago, IL 60602
	 

	 	Attention:
	 	Corporate Trust/Structured Finance
	 

	 	Telephone:
	 	(312) 827-8569
	 

	 	Fax:
	 	(312) 827-8562
	 
	 	 	 	 
	LESSOR:	 	Budget Truck Funding, LLC
	 	 	6 Sylvan Way
	 	 	Parsippany, NJ 07054
	 

	 	Attention:
	 	Treasurer
	 

	 	Telephone:
	 	(973) 496-7312
	 

	 	Fax:
	 	(973) 496-5852
	 
	 	 	 	 
	with a copy to the Administrator:	 	Budget Truck Rental, LLC
	 	 	1 Campus Drive
	 	 	Parsippany, NJ 07054
	 

	 	Attention:
	 	Treasurer
	 

	 	Telephone:
	 	(973) 496-5285
	 

	 	Fax:
	 	(973) 496-5852






Any notice (i) given in person shall be deemed delivered on the date of delivery of such notice,
(ii) given by first class mail shall be deemed given three (3) days after the date that such notice
is mailed, (iii) delivered by telex or telecopier shall be deemed given on the date of delivery of
such notice, and (iv) delivered by overnight air courier shall be deemed delivered one Business Day
after the date that such notice is delivered to such overnight courier. Copies of all notices must
be sent by first class mail promptly after transmission by facsimile.



     34. LIABILITY. The Lessee shall be held jointly and severally liable for all of the
obligations of the Guarantor hereunder. The Guarantor shall be held jointly and severally liable
for all the obligations of the Lessee hereunder.



     35. HEADINGS. Section headings used in this Agreement are for convenience of
reference only and shall not affect the construction of this Agreement.



     36. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute one and the same Agreement.



     37. EFFECTIVE DATE. This Agreement shall become effective on the date hereof.



     38. NO RECOURSE. The obligations of the Lessor under this Agreement are solely the
corporate obligations of the Lessor. No recourse shall be had for the payment of any



35









 







obligation or
claim arising out of or based upon this Agreement against any shareholder, partner, employee,
officer, director or incorporator of the Lessor.



36









 




IN WITNESS WHEREOF, the parties have executed this Agreement or caused it to be executed by their
respective officers thereunto duly authorized as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	LESSOR:
	 
	 	 	 	 	 	 
	 	 	BUDGET TRUCK FUNDING, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	   /s/: Alex Georiganna
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Address:
	 
	 	 	 	 	 	 
	 	 	 	 	   6 Sylvan Way
	 	 	 	 	   Parsippany, NJ 07054
	 

	 	 	 	   Attention:
	 	Treasurer
	 

	 	 	 	   Telephone:
	 	(973) 496-7312
	 

	 	 	 	   Fax:
	 	(973) 496-5852
	 
	 	 	 	 	 	 
	 	 	LESSEE:
	 
	 	 	 	 	 	 
	 	 	BUDGET TRUCK RENTAL, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	   /s/: Alex Georiganna
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Address:
	 
	 	 	 	 	 	 
	 	 	 	 	   1 Campus Drive
	 	 	 	 	   Parsippany, NJ 07054
	 

	 	 	 	   Attention:
	 	Treasurer
	 

	 	 	 	   Telephone:
	 	(973) 496-5285
	 

	 	 	 	   Fax:
	 	(973) 496-5852
	 
	 	 	 	 	 	 
	 	 	ADMINISTRATOR:
	 
	 	 	 	 	 	 
	 	 	BUDGET TRUCK RENTAL, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	   /s/: Alex Georiganna
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Address:
	 
	 	 	 	 	 	 
	 	 	 	 	   1560 Broadway, Suite 1700
	 	 	 	 	   Denver, Colorado 80202
	 

	 	 	 	   Attention:
	 	Treasurer
	 

	 	 	 	   Telephone:	 	 
	 

	 	 	 	   Fax:	 	 






 









 






	 	 	 	 	 	 	 
	 	 	GUARANTOR:
	 
	 	 	 	 	 	 
	 	 	AVIS BUDGET CAR RENTAL, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	   /s/: Elizabeth R. Cohen
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Address:
	 
	 	 	 	 	 	 
	 	 	 	 	   One Campus Drive
	 	 	 	 	   Parsippany, NJ 07054
	 

	 	 	 	   Attention:
	 	Treasurer
	 

	 	 	 	   Telephone:
	 	(973) 496-7312
	 

	 	 	 	   Fax:
	 	(973) 496-5852





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