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AVIS BUDGET GROUP, INC.

FORM 10-K

(Annual Report)

Filed 02/24/11 for the Period Ending 12/31/10

Telephone 973-496-2579

CIK 0000723612

Symbol CAR

SIC Code 7510 - Automotive Rental And Leasing, Without Drivers

Industry Rental & Leasing

Sector Services

Fiscal Year 12/31

http://www.edgar-online.com

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

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AVIS BUDGET GROUP, INC. FORM 10-K (Annual Report) Filed 02/24/11 for the Period Ending 12/31/10 Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 973-496-2579 0000723612 CAR 7510 - Automotive Rental And Leasing, Without Drivers Rental & Leasing Services 12/31 http://www.edgar-online.com...

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... a shell company (as defined in Rule 12b-2 of the Act). The aggregate market value of the Registrant's common stock held by non-affiliates of the Registrant on June 30, 2010 was $1,001,279,006 based on the closing price of our common stock on the New York Stock Exchange. All executive officers and...

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... Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related...

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... statements the high level of competition in the vehicle rental industry and the impact such competition may have on pricing and rental volume; an increase in our fleet costs as a result of an increase in the cost of new vehicles and/or a decrease in the price at which we dispose of used vehicles...

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... identifiable information; any impact on us from the actions of our licensees, dealers and independent contractors; substantial increases in the cost, or decreases in the supply, of fuel, vehicle parts, energy, labor or other resources on which we depend to operate our business; risks related to...

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... international Avis and Budget vehicle rental operations; and truck rental, consisting of our Budget truck rental operations in the United States. In 2010 Domestic car rental. Our domestic car rental segment generated approximately 71 million rental days and average time and mileage revenue per day...

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... price increases and changes to our sales, marketing and affinity programs in order to improve revenue per day and overall profitability; Reductions in fleet costs and further consolidation of purchasing programs; and Further consolidation of customer-facing and back-office functions and locations...

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...off-airport customers and increasing, where appropriate, our recovery from our customers of costs imposed on us by third parties. Opportunities for ancillary revenue growth include adding sales of additional insurance coverages and insurance-related and other ancillary products and services, such as...

Page 9
... (as disclosed by Avis Europe) operated by Avis Europe and its sub-licensees. In addition, we license the Avis System to other independent business owners in approximately 900 locations throughout the United States, Canada, Latin America, the Caribbean, Australia, New Zealand and parts of Asia. In...

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... Avis brand provides high-quality car rental services at price points generally above non-branded and value-branded national car rental companies. We offer Avis customers a variety of premium services, including Avis Preferred, a counter bypass program, which is available at major airport locations...

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... 1,050 locations (as disclosed by Avis Europe) operated by such subsidiary of Avis Europe and its sub-licensees. We also license the Budget System to independent business owners who operate approximately 950 locations throughout the United States, Canada, Latin America, the Caribbean and parts of...

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... smaller than the average corporate-operated location. We facilitate one-way car rentals between corporate-owned and licensed locations in the United States, Canada and Australia that enable us to operate as an integrated network of locations. We generally enjoy good relationships with our licensees...

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... Avis Europe, which operates for the most part under royalty-free license agreements. Pursuant to their license agreements, some licensees must meet certain minimal requirements relating to the number of rental locations in their licensed territory, the number of vehicles available for rental...

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... system which is designed to enhance profits by providing greater control of vehicle availability and rate availability changes at our rental locations. Our system monitors and forecasts supply and demand to support our efforts to optimize volume and rate at each location. Integrated into this yield...

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... currently require that the program vehicles be maintained in our fleet for a minimum number of months (typically four to 11 months) and impose return conditions, including those related to mileage and condition. At the time of return to the manufacturer, we receive the price guaranteed at the time...

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...the Customer statistics and customer feedback daily via an on-line portal. In addition, we utilize a toll-free "800" number and a dedicated customer service e-mail address to allow customers of both Avis and Budget to report problems directly to our customer relations department. Location associates...

Page 17
... Group, Inc.; Enterprise Rent-A-Car Company, which also operates the National Car Rental and Alamo brands; and Europcar. Truck rental business Operations Budget's truck rental business is one of the largest local and one-way truck rental businesses in the United States. The Budget truck rental...

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... our busiest quarter. Generally, December is also a strong month due to increased retail sales activity and package deliveries. Ancillary Products and Insurance Coverages We supplement our daily truck rental revenue by offering customers a range of ancillary optional products. We rent automobile...

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... 1.2% of the company's outstanding common stock. TRADEMARKS AND INTELLECTUAL PROPERTY The service marks "Avis" and "Budget", related marks incorporating the words "Avis" or "Budget", and related logos and marks such as "We try harder" are material to our vehicle rental business. Our subsidiaries and...

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... licenses to sell optional insurance coverage to our customers at the time of rental. Franchise Regulation The aspect of our business that involves licensing third parties to operate locations under the Avis or Budget name, in exchange for the payment of a royalty, is regulated by various state...

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Table of Contents COMPANY INFORMATION Our principal executive office is located at 6 Sylvan Way, Parsippany, New Jersey 07054 (telephone number: (973) 496-4700). We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, we file ...

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...even more intense than in the car rental industry because it can be more difficult to reduce the size of our truck rental fleet in response to reduced demand. The Internet has increased pricing transparency among vehicle rental companies by enabling cost-conscious customers to more easily obtain and...

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... channels may not produce stable used vehicle prices. A reduction in residual values for non-program cars and trucks in our vehicle rental fleet could cause us to sustain a substantial loss on the ultimate sale of such vehicles or require us to depreciate those vehicles at a more accelerated rate...

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... adverse effect on our financial condition and results of operations. Weakness in general economic conditions in the United States and worldwide, weakness in travel demand and the housing market, and/or a significant increase in fuel costs can adversely impact our business. Historically, our results...

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... business, the third quarter of the year has historically been our strongest quarter due to the increased level of leisure travel and household moving activity. In 2010, the third quarter accounted for 29% of our total revenue for each of our Domestic Car Rental, International Car Rental and Truck...

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... our financial condition and results of operations. Furthermore, insurance with unaffiliated carriers may not continue to be available to us on economically reasonable terms or at all. We face risks related to our locations. We lease or have vehicle rental concessions for both the Avis and Budget...

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...which our vehicle is rented. Our long-standing business practice has been to separately state the existence of these additional costs in our rental agreements and invoices, and disclose to consumers additional surcharges used to recover such costs together with an estimated total price, inclusive of...

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...business and results of operations. In addition, the PCI imposes strict customer credit card data security standards to ensure that our customers' credit card information is protected. Failure to meet the PCI data security standards could result in substantial increased fees to credit card companies...

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...combining the companies could adversely affect our operations, financial results and liquidity. Our ability to consummate the proposed acquisition of Dollar Thrifty on terms that are favorable to us may also be limited by internal demands on our resources and our ability to obtain financing. We must...

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... of our cash flow from operations to pay principal and interest on our debt, which would reduce the funds available to us for other purposes; and making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by...

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...financings were not so repaid, these financial guarantor insolvency events could also result in the noteholders of the series of asset-backed notes guaranteed by the insolvent financial guarantor instructing the trustee to direct the return of program vehicles and/or the sale of non-program vehicles...

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... During our seasonal borrowing peak in 2010, outstanding unhedged interest rate sensitive debt totaled approximately $2.5 billion. Restrictive covenants in agreements and instruments governing our debt may adversely affect our ability to operate our business. The terms of certain of our indebtedness...

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...ability to meet those estimates; changes in investors' and analysts' perceptions of our industry, business or related industries; the operating and stock price performance of other comparable companies; overall market fluctuations; and general economic conditions and conditions in the credit markets...

Page 34
... such issuance the conversion of some or all of our convertible senior notes, any sales by noteholders in the public market of our common stock issued upon such conversion and any selling of our common stock (including short selling) due to the existence of the notes; the exercise of some or all of...

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...leased office locations in the United States used for administrative activities, regional sales and operations activities. We lease or have vehicle rental concessions for both the Avis and Budget brands at locations throughout the world. Avis operates approximately 950 locations in the United States...

Page 36
... Matt Ravenell v. Avis Budget Group, Inc., Avis Budget Car Rental, LLC and Avis Rent A Car System, LLC, No. 08 CV 02113 (E.D.N.Y.) was filed against us alleging that the Company violated the Fair Labor Standards Act and the New York Labor Law by misclassifying shift managers as employees exempt from...

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Table of Contents matters and related disputes, of the Company or its subsidiaries which are not primarily related to any of the respective businesses of Realogy, Wyndham Worldwide, Travelport and/or the Company's vehicle rental operations, in each case incurred or allegedly incurred on or prior to ...

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... under the symbol "CAR". Prior to December 31, 2010, our common stock was listed on the New York Stock Exchange ("NYSE"), and the following table sets forth the quarterly high and low sales prices per share of our common stock as reported by NYSE for 2010 and 2009. At January 31, 2011, the number of...

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...closing stock price of $15.56 on December 31, 2010. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, Rights and Restricted Stock Units (d) 7,891,328 1,011,906 4,692 8,907,926 Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans...

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...). 1997 Employee Stock Plan . Awards under this plan are generally comprised of stock options and restricted stock granted to our employees and affiliates. Shares issued pursuant to awards granted under this plan may be authorized and unissued shares or treasury shares. In the event of any change in...

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...compares (A) the yearly percentage change in our cumulative total stockholder return on our common stock (as measured by dividing (i) the sum of (a) the cumulative amount of dividends, assuming dividend reinvestment, during the five years commencing on the last trading day before January 1, 2005 and...

Page 42
... stock split of our common stock which became effective in September 2006. Includes related-party debt due to Avis Budget Rental Car Funding (AESOP), LLC. See Note 15 to our Consolidated Financial Statements. In presenting the financial data above in conformity with generally accepted accounting...

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... the former business units of CUC International, Inc. In 2010, 2009, and 2008 and 2007, these costs were immaterial. In 2006, we recorded a $103 million ($64 million, net of tax) non-cash charge to reflect the cumulative effect of accounting changes related to (i) real estate time-share transactions...

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... vehicle rental industry through Avis Rent A Car System, LLC and Budget Rent A Car System, Inc. We provide car and truck rentals and ancillary services to businesses and consumers in the United States and internationally. We operate in the following business segments Domestic Car Rental -provides...

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...using the following key operating statistics: (i) rental days, which represents the total number of days (or portion thereof) a vehicle was rented, and (ii) T&M revenue per rental day, which represents the average daily revenue we earned from rental and mileage fees charged to our customers. Our car...

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... operating expenses largely resulting from the 2% decrease in car rental days, reduced staffing levels, other cost-saving actions and the absence of the $18 million charge recorded in 2009 for a litigation judgment against us related to the 2002 acquisition of our Budget vehicle rental business...

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... expenses related to car rental volume including maintenance and damage, agency operator commissions, credit card fees, and other costs, and (ii) a $26 million decrease in employee costs, rents and other expenses related primarily to reduced staffing levels and the closure of unprofitable locations...

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... increased primarily due to the absence of expenses recorded in 2009 for (i) an $18 million charge related to a litigation judgment against us related to the 2002 acquisition of our Budget vehicle rental business and (ii) the Company's share of Carey's 2009 operating results. Adjusted EBITDA in 2010...

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... $ 12 141 (4) (13) 136 88 129 1,262 $(1,343) % Change * (11)% * * Domestic Car Rental International Car Rental Truck Rental Corporate and Other (a) Total Company Less: Non-vehicle related depreciation and amortization Interest expense related to corporate debt, net Impairment (b) Loss before income...

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... in employee costs, rents and other expenses related primarily to reduced staffing levels and the closure of unprofitable locations, (iv) a $15 million decrease in insurance related costs, primarily due to the 21% decrease in rental days, (v) a $12 million decrease in vehicle interest related to...

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...related to the 2002 acquisition of our Budget vehicle rental business and (ii) an $11 million loss representing the Company's share of Carey's 2009 operating results. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES We present separately the financial data of our vehicle programs. These programs...

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... weak economic conditions and demand for travel services. We anticipate that our non-rental vehicle capital expenditures will approximate $85-95 million in 2011. We generated approximately $1.8 billion more cash from financing activities during 2010 compared with 2009. This change primarily reflects...

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... programs, which (i) used approximately $1.8 billion less cash to purchase vehicles during the year as we strategically maintained a smaller car rental fleet and (ii) recorded a $422 million increase in proceeds on disposition of vehicles. Additionally, we reduced spending by $144 million related...

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... rate term loan and the redemption of $175 million of our 7 5 / 8 % notes. The following table summarizes the components of our debt under vehicle programs (including related party debt due to Avis Budget Rental Car Funding (AESOP) LLC ("Avis Budget Rental Car Funding")): As of December 31, 2010...

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... table presents available funding under our debt arrangements related to our vehicle programs at December 31, 2010: Total Capacity (a) Outstanding Borrowings $ 3,987 244 284 $ 4,515 Available Capacity $ 2,020 377 $ 2,397 Debt due to Avis Budget Rental Car Funding (b) Budget Truck Funding program...

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... demand and pricing for vehicles in the used vehicle market, (ii) increased costs associated with, and/or reduced capacity or increased collateral needs under, our financings, (iii) the adverse impact of vehicle manufacturers, including General Motors Company, Ford Motor Company, Chrysler Group LLC...

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... vehicle services and other companies, as well as reduced profit forecasts due to soft economic conditions and increased financing costs. Domestic Car Rental operations recorded $882 million and International Car Rental recorded $275 million, for goodwill and tradename impairment, and Truck Rental...

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...levels based on interest rate yield curves, credit spreads of the Company and counterparties, volatility factors, and an estimation of the timing of future cash flows. The use of different assumptions may have a material effect on the estimated fair value amounts recorded in the financial statements...

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... changes in the number of incidents and changes in the ultimate cost per incident. Adoption of New Accounting Pronouncements During 2010, we adopted the following standards as a result of the issuance of new accounting pronouncements ASU No. 2009-16, "Accounting for Transfers of Financial Assets...

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... Our primary interest rate exposure at December 31, 2010 was interest rate fluctuations in the United States, specifically LIBOR and commercial paper interest rates due to their impact on variable rate borrowings and other interest rate sensitive liabilities. We use interest rate swaps and caps...

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...included below. Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company's fiscal fourth quarter 2010 that have...

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... REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Avis Budget Group, Inc. Parsippany, New Jersey We have audited the internal control over financial reporting of Avis Budget Group, Inc. and subsidiaries (the "Company") as of December 31, 2010...

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...compensation plans is included in Part II of this report under the caption "Securities Authorized For Issuance Under Equity Compensation Plans". ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information contained in the Company's Annual Proxy Statement under...

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Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AVIS BUDGET GROUP, INC. By: /s/ IZILDA P. MARTINS Izilda P. ...

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Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008 Consolidated Balance Sheets as of December 31, 2010 and 2009 Consolidated Statements of...

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... of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic...

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... of Contents Avis Budget Group, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) 2010 Revenues Vehicle rental Other Net revenues Expenses Operating Vehicle depreciation and lease charges, net Selling, general and administrative Vehicle interest, net Non-vehicle related...

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...: Program cash Vehicles, net Receivables from vehicle manufacturers and other Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party Total assets Liabilities and stockholders' equity Current liabilities: Accounts payable and other current liabilities Current portion of long-term debt...

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...-related payments Other, net Net cash used in investing activities exclusive of vehicle programs Vehicle programs: Decrease (increase) in program cash Investment in vehicles Proceeds received on disposition of vehicles Investment in debt securities of Avis Budget Rental Car Funding (AESOP)-related...

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... of vehicle programs Vehicle programs: Proceeds from borrowings Principal payments on borrowings Net change in short-term borrowings Debt financing fees Net cash provided by (used in) financing activities Effect of changes in exchange rates on cash and cash equivalents Net increase in cash and cash...

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Table of Contents Avis Budget Group, Inc. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In millions) Common Stock Shares 136.7 Amount $ 1 Additional Retained Balance at January 1, 2008 Comprehensive loss: Net loss Currency translation adjustment Unrealized losses on cash flow hedges, net of tax ...

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Table of Contents Avis Budget Group, Inc. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In millions) Common Stock Shares 136.9 Amount $ 1 Additional Retained Balance at January 1, 2010 Comprehensive income: Net income Currency translation adjustment Unrealized gains on cash flow hedges, net of ...

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... share amounts) 1. Basis of Presentation Avis Budget Group, Inc. provides car and truck rentals and ancillary services to businesses and consumers in the United States and internationally. The accompanying Consolidated Financial Statements include the accounts and transactions of Avis Budget Group...

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... Company derives revenue through the operation and licensing of the Avis and Budget rental systems, providing vehicle rentals and other services to business and leisure travelers and others. Other revenue includes rentals of GPS navigational units, sales of loss damage waivers and insurance products...

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... computed utilizing the straight-line method over the estimated benefit period of the related assets, which may not exceed 20 years, or the lease term, if shorter. Useful lives are as follows: Buildings Furniture, fixtures & equipment Capitalized software Buses and support vehicles 30 years 3 to 10...

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... for vehicle services and other companies, as well as reduced profit forecasts due to soft economic conditions and increased financing costs. Domestic Car Rental recorded $882 million and International Car Rental recorded $275 million for goodwill and tradenames impairment and Truck Rental recorded...

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... Level 3, which are valued based on significant unobservable inputs. Derivative Instruments Derivative instruments are used as part of the Company's overall strategy to manage exposure to market risks associated with fluctuations in foreign currency exchange rates, interest rates and gasoline costs...

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...The Company estimates the liability required for such benefits based on actual claims outstanding and the estimated cost of claims incurred as of the balance sheet date. These amounts are included within accounts payable and other current liabilities. Adoption of New Accounting Standards During 2010...

Page 79
...information to be provided about movements of assets between levels 1 and 2, a reconciliation of purchases, sales, issuance and settlements for all level 3 instruments and fair value measurement disclosures for each class of assets and liabilities. The Company adopted the guidance on January 1, 2010...

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... 2010, 2009 and 2008. The exercise price for the warrants issued in 2009 was $22.50. 4. Restructuring Charges Beginning in late 2008, the Company implemented strategic initiatives within the Company's Domestic Car Rental, International Car Rental and Truck Rental segments, as part of a five-point...

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...The restructuring charge primarily represents severance benefits resulting from reductions in staff and the closure of certain facilities. At December 31, 2010, the remaining liability relates primarily to required minimum lease payments. 5. Licensing Activities Revenues from licensing, which are...

Page 82
.... The increase in trademarks is primarily due to fluctuations in foreign currency. Amortization expense relating to all intangible assets was as follows: 2010 License agreements Customer lists Total $ $ 2 1 3 Year Ended December 31, 2009 $ 2 1 $ 3 2008 $ $ 2 1 3 Based on the Company's amortizable...

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...and floating rate borrowings of the Company's Avis Budget Car Rental, LLC ("Avis Budget Car Rental") subsidiary. Such interest is recorded within interest expense related to corporate debt, net on the accompanying Consolidated Statements of Operations. 8. Income Taxes The provision for (benefit from...

Page 84
...) Current and non-current deferred income tax assets and liabilities are comprised of the following: As of December 31, 2010 2009 Current deferred income tax assets: Accrued liabilities and deferred income Provision for doubtful accounts Acquisition and integration-related liabilities Unrealized...

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... benefits Changes in valuation allowances Taxes on foreign operations at rates different than statutory U.S. federal rates (a) Resolution of prior years' examination issues Goodwill impairment Nondeductible expenses Other (a) In 2010 and 2009, the Company realized a benefit relating to additional...

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... the Separation. The majority of the $37 million of unrecognized tax benefits at December 31, 2010 are non-Avis Budget Car Rental tax contingencies. During the twelve months ended December 31, 2010, the Company reduced its liabilities for accrued interest by $105 million and as of December 31...

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... and Wyndham on demand upon the Company's settlement of the related liability. At December 31, 2010 and 2009, there are corresponding liabilities recorded within accounts payable and other current liabilities. Realogy has posted a letter of credit for the benefit of the Company to cover Realogy...

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... and related Public liability and property damage insurance liabilities - current Advertising and marketing Income taxes payable - current (a) Disposition-related liabilities Accrued legal settlements Accrued interest related to tax contingencies (a) Other (a) During 2010, the Company decreased...

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...1 / 4 % notes Other Total long-term debt Less: Current portion Long-term debt (a) The floating rate term loan is part of our senior credit facilities, which include revolving credit facilities and are secured by pledges of all of the capital stock of all of the Company's direct or indirect domestic...

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... number of shares required to be issued upon conversion of the Convertible Notes. The significant terms of the convertible note hedge and warrant transactions can be found in Note 17-Stockholders' Equity. AVIS BUDGET CAR RENTAL CORPORATE DEBT Floating Rate Term Loan The Company's floating rate term...

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... Notes were issued in March 2010 at 98.6% of their face value for aggregate proceeds of $444 million and are due 2018. The notes pay interest semi-annually on March 15 and September 15 of each year. The Company has the right to redeem these notes in whole or in part at any time at the applicable...

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... vehicle programs (including related party debt due to Avis Budget Rental Car Funding (AESOP) LLC ("Avis Budget Rental Car Funding")) consisted of: As of December 31, 2010 2009 $ 3,987 $ 3,660 244 284 $ 4,515 220 31 463 $ 4,374 Debt due to Avis Budget Rental Car Funding (a) Budget Truck financing...

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Table of Contents such loans to acquire or finance the acquisition of vehicles used in the Company's rental car operations. By issuing debt through the Avis Budget Rental Car Funding program, Avis Budget pays a lower rate of interest than if it had issued debt directly to third parties. Avis Budget ...

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... during 2010 and 2009, respectively. Other . Borrowings under the Company's other vehicle rental programs primarily represent amounts issued under financing facilities that provide for borrowings to support the acquisition of vehicles used in the Company's International Car Rental operations and...

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...for renewal for various term lengths and prevailing market rate rents. Future minimum lease payments required under noncancelable operating leases, including minimum concession fees charged by airport authorities which, in many locations, are recoverable from vehicle rental customers, as of December...

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... of contract in the United States District Court for the District of Alaska. The lawsuit, which was filed in 2003, involved breach of contract and other claims by one of the Company's licensees related to the acquisition of its Budget vehicle rental business in 2002. The Company believes the verdict...

Page 97
... cash received upon the sale of vehicles in the used car market and under repurchase and guaranteed depreciation programs. Other Purchase Commitments In the normal course of business, the Company makes various commitments to purchase goods or services from specific suppliers, including those related...

Page 98
... various real estate operating leases. The maximum potential amount of future payments that the Company may be required to make under the guarantees relating to the various real estate operating leases is estimated to be approximately $176 million. At December 31, 2010, the liability recorded by the...

Page 99
... rate debt (see Note 20-Financial Instruments). Such amount in 2010 includes $64 million ($39 million, net of tax) of unrealized gains on cash flow hedges related to the Company's vehicle-backed debt and is offset by a corresponding increase in the Company's Investment in Avis Budget Rental Car...

Page 100
... option exercise behavior of employees and the option vesting periods. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant and, since the Company does not currently pay or plan to pay a dividend on its common stock, the expected dividend yield...

Page 101
...2009, as applicable, were as follows: Expected volatility of stock price Risk-free interest rate Expected life of options Dividend yield The annual activity of the Company's common stock option plans consisted of (in thousands of shares): 2010 Weighted Number of Options 7,196 160 (982) (1,348) 5,026...

Page 102
... assumptions used to estimate the fair values of the marketvesting restricted stock awards using the Monte Carlo simulation model in 2010 were as follows: 2010 Expected volatility of stock price Risk-free interest rate Valuation period Dividend yield The annual activity related to the Company's time...

Page 103
.... Non-employee Directors Deferred Compensation Plan The Company grants RSUs annually to members of the Board of Directors representing annual retainer, committee chair and membership stipends, which are payable in the form of Avis Budget common stock upon termination of service. During 2010, 2009...

Page 104
...loss), net of tax. The components of net periodic benefit cost and the assumptions related to the cost consisted of the following: 2010 Service cost Interest cost Expected return on plan assets Amortization of unrecognized amounts Net periodic benefit cost F-40 $ For the Year Ended December 31, 2009...

Page 105
... plan asset returns over varying long-term periods combined with current market conditions and broad asset mix considerations. The expected rate of return is a long term assumption and generally does not change annually. As of December 31, 2010, substantially all of the Company's defined benefit...

Page 106
... of Significant Accounting Policies for the Company's methodology used to measure fair value. The following table presents the defined benefit pension plans' assets measured at fair value, as of December 31: Asset Class Cash equivalents Short term investments Domestic stock International stock Real...

Page 107
... next 12 months. Interest Rate Risk . The Company uses various hedging strategies including interest rate swaps and interest rate caps to create an appropriate mix of fixed and floating rate assets and liabilities. In 2010 and 2009, the Company recorded net unrealized gains on all cash flow hedges...

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... December 31, 2010 or 2009 other than (i) risks related to the Company's purchase, repurchase and guaranteed depreciation agreements with General Motors Company, Ford Motor Company, Chrysler Group LLC, Hyundai Motor America and Kia Motors America, Inc. with respect to program cars that were disposed...

Page 109
...2010 Estimated Carrying Amount Corporate debt Current portion of long-term debt Long-term debt, excluding convertible debt Convertible debt Interest rate swaps and interest rate contracts (a) Foreign exchange forward contracts Debt under vehicle programs Vehicle-backed debt due to Avis Budget Rental...

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... contracts Total Liabilities Interest rate swaps and foreign exchange forward contracts Interest rate swaps and interest rate contracts under vehicle programs Total 21. Segment Information The reportable segments presented below represent the Company's operating segments for which separate financial...

Page 111
... related to the 2002 acquisition of the Company's Budget vehicle rental business. In 2009, a $33 million charge was recorded for impairments of investments (see Note 2-Summary of Significant Accounting Policies). Year Ended December 31, 2008 International Net revenues Vehicle depreciation and lease...

Page 112
... income taxes The geographic segment information provided below is classified based on the geographic location of the Company's subsidiaries. United States 2010 Net revenues Segment assets exclusive of assets under vehicle programs Assets under vehicle programs Property and equipment, net 2009...

Page 113
...Consolidating Condensed Statements of Operations For the Year Ended December 31, 2010 Subsidiary Parent Revenues Vehicle rental Other Net revenues Expenses Operating Vehicle depreciation and lease charges, net Selling, general and administrative Vehicle interest, net Non-vehicle related depreciation...

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Table of Contents For the Year Ended December 31, 2009 Subsidiary Parent Revenues Vehicle rental Other Net revenues Expenses Operating Vehicle depreciation and lease charges, net Selling, general and administrative Vehicle interest, net Non-vehicle related depreciation and amortization Interest ...

Page 115
Table of Contents For the Year Ended December 31, 2008 Subsidiary Parent Revenues Vehicle rental Other Net revenues Expenses Operating Vehicle depreciation and lease charges, net Selling, general and administrative Vehicle interest, net Non-vehicle related depreciation and amortization Interest ...

Page 116
... current liabilities Current portion of long-term debt Total current liabilities Long-term debt Other non-current liabilities Total liabilities exclusive of liabilities under vehicle programs Liabilities under vehicle programs: Debt Due to Avis Budget Rental Car Funding (AESOP) LLC-related party...

Page 117
... current liabilities Current portion of long-term debt Total current liabilities Long-term debt Other non-current liabilities Total liabilities exclusive of liabilities under vehicle programs Liabilities under vehicle programs: Debt Due to Avis Budget Rental Car Funding (AESOP) LLC-related party...

Page 118
... Statements of Cash Flows For the Year Ended December 31, 2010 Subsidiary Parent Net cash provided by (used in) operating activities Investing activities Property and equipment additions Proceeds received on asset sales Net assets acquired (net of cash acquired) and acquisition-related payments...

Page 119
...of vehicle programs Vehicle programs: Proceeds from borrowings Principal payments on borrowings Net change in short-term borrowings Debt financing fees Net cash provided by (used in) financing activities Effect of changes in exchange rates on cash and cash equivalents Net increase (decrease) in cash...

Page 120
...of vehicle programs Vehicle programs: Proceeds from borrowings Principal payments on borrowings Net change in short-term borrowings Debt financing fees Net cash provided by (used in) financing activities Effect of changes in exchange rates on cash and cash equivalents Net increase (decrease) in cash...

Page 121
... unaudited quarterly financial data for 2010 and 2009. The underlying diluted per share information is calculated independently for each quarter from the weighted average common stock and common stock equivalents outstanding, which may fluctuate, based on quarterly income levels and market prices...

Page 122
Table of Contents (h) (i) Net income for third quarter 2009 includes $18 million ($11 million, net of tax) related to an adverse litigation judgment and $1 million ($1 million, net of tax) related to the Company's restructuring initiatives. Net income for fourth quarter 2009 includes charges of $...

Page 123
Table of Contents Schedule II - Valuation and Qualifying Accounts (in millions) Balance at Beginning Description Allowance for Doubtful Accounts: Year Ended December 31, 2010 2009 2008 Tax Valuation Allowance: Year Ended December 31, 2010 2009 2008 $ 166 157 137 $ 26 9 20 G-1 $ $ $ 192 166 157 of ...

Page 124
... to the Company's Current Report on Form 8-K dated November 5, 2009). Indenture, dated as of April 19, 2006, among Avis Budget Car Rental, LLC, Avis Budget Finance, Inc., the guarantors from time to time parties thereto and the Bank of Nova Scotia Trust Company of New York, as trustee, relating to...

Page 125
...4.2 to the Company's Current Report on Form 8-K dated March 11, 2010). Indenture dated as of October 15, 2010 among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time parties thereto and The Bank of Nova Scotia Trust Company of New York as Trustee...

Page 126
... 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). â€ Amendment No. 4 to the Avis Budget Group, Inc. 2007 Equity and Incentive Plan dated January 27, 2010 (Incorporated by reference to Exhibit 10.11(e) to the Company's Annual Report on Form 10-K for the...

Page 127
... Company's Annual Report on Form 10-K for the year ended December 31, 2008). â€ Form of Other Stock or Cash-Based Award Agreement (Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). â€ Avis Budget Group, Inc. Non-Employee...

Page 128
Table of Contents EXHIBIT NO. 10.23 10.24(a) DESCRIPTION Avis Rent A Car System, LLC Pension Plan (Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008). â€ Asset and Stock Purchase Agreement by and among Budget Group, Inc. and ...

Page 129
... Avis Rent A Car System, Inc. and Avis Europe plc (Incorporated by reference to Exhibit 10.61 to the Company's Annual Report on Form 10-K for the year ended December 31, 2007, dated February 29, 2008). Agreement dated as of December 1, 2008 between Avis Budget Car Rental, LLC and General Motors...

Page 130
... AESOP Leasing L.P., as Lessor and Avis Budget Car Rental, LLC, as Lessee and as the Administrator, to the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.9 the Company Form 10-Q for the quarterly period...

Page 131
... Rental Car Funding (AESOP) LLC***, AESOP Leasing L.P., AESOP Leasing Corp. II, Avis Rent A Car System, Inc.****, Budget Rent A Car System, Inc., Cendant Car Rental Group, Inc.** and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form...

Page 132
..., between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The Bank of New York Trust Company, N.A.), as trustee and Series 2006-1 Agent (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10...

Page 133
... the Company's Annual Report on Form 10-K for the year ended December 31, 2009 dated February 23, 2010). First Amendment to the Series 2009-3 Supplement dated December 8, 2009 among Avis Budget Rental Car Funding (AESOP) LLC, Avis Budget Car Rental, LLC, as administrator, Deutsche Bank AG, New York...

Page 134
...Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2010-6 Agent (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, dated October 28, 2010). Credit Agreement, dated as of April 19, 2006, among Avis Budget Holdings, LLC and Avis Budget Car Rental...

Page 135
... as of July 21, 2010 among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, Bank of America, N.A., Credit Agricole Corporate & Investment Bank New York Branch (formerly known as...

Page 136
... Avis Budget Group, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 10.2(e) to the Company's Current Report on Form 8-K dated October 13, 2009). Confirmation of Additional Warrants dated October 7, 2009, by and between Avis Budget Group, Inc. and JPMorgan Chase Bank, National...

Page 137
... Budget Rent A Car System, Inc., Budget Truck Rental LLC, Runabout, LLC, Wizard Services, Inc. and Banc of America Securities LLC for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 1.1 to Avis Budget Group's Current Report on Form 8-K dated March 8, 2010...

Page 138
...10.2 to the Company's Current Report on Form 8-K dated November 18, 2010). Purchase Agreement, dated as of November 15, 2010, by and among Avis Budget Car Rental, LLC, Avis Budget Finance, Inc., Avis Budget Group, Inc., Avis Budget Holdings, LLC, AB Car Rental Service, Inc., ARACS LLC, Avis Asia and...

Page 139
... The Bank of New York Mellon Trust Company, N.A., as Trustee. Master Motor Vehicle Operating Lease Agreement (Group II), dated March 9, 2010, among, Centre Point Funding, LLC, as Lessor, Budget Truck Rental LLC, as Administrator and as Lessee, and Avis Budget Car Rental, LLC, as Guarantor. Statement...

Page 140
... to Section 906 of the SarbanesOxley Act of 2002. The following materials from Avis Budget Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2010, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31...

Page 141
Exhibit 10.83 CENTRE POINT FUNDING, LLC as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as Trustee AMENDED AND RESTATED BASE INDENTURE Dated as of March 9, 2010 Rental Truck Asset Backed Notes (Issuable in Series)

Page 142
...Accounting and Financial Determinations; No Duplication Section 1.4. Rules of Construction ARTICLE 2. THE NOTES Section 2.1. Designation and Terms of Notes Section 2.2. Notes Issuable in Series Section 2.3. Series Supplement for Each Series Section 2.4. Execution and Authentication Section 2.5. Form...

Page 143
... Authorization Section 7.3. No Consent Section 7.4. Binding Effect Section 7.5. Financial Information; Financial Condition Section 7.6. Litigation Section 7.7. No ERISA Plan Section 7.8. Tax Filings and Expenses Section 7.9. Disclosure Section 7.10. Investment Company Act ii 30 30 31 32 32 33 33 34...

Page 144
... 8.13. Liens Section 8.14. Other Indebtedness Section 8.15. No ERISA Plan Section 8.16. Mergers Section 8.17. Sales of Assets Section 8.18. Acquisition of Assets Section 8.19. Dividends, Officers' Compensation, etc. Section 8.20. Legal Name; Location Under Section 9-301 iii 42 42 42 43 45 45 45 45...

Page 145
...Waiver of Past Events Section 9.5. Control by Requisite Group Investors Section 9.6. Limitation on Suits Section 9.7. Unconditional Rights of Holders to Receive Payment Section 9.8. Collection Suit by the Trustee Section 9.9. The Trustee May File Proofs of Claim Section 9.10. Priorities Section 9.11...

Page 146
... With Other Noteholders Section 13.3. Certificate as to Conditions Precedent Section 13.4. Statements Required in Certificate Section 13.5. Rules by the Trustee Section 13.6. No Recourse Against Others Section 13.7. Duplicate Originals Section 13.8. Benefits of Indenture v 68 68 69 69 70 71...

Page 147
Page Section 13.9. Payment on Business Day Section 13.10. Governing Law Section 13.11. No Adverse Interpretation of Other Agreements Section 13.12. Successors Section 13.13. Severability Section 13.14. Counterpart Originals Section 13.15. Table of Contents, Headings, etc. Section 13.16. Termination...

Page 148
... 2010, between CENTRE POINT FUNDING, LLC (f/k/a Budget Truck Funding, LLC), a special purpose limited liability company established under the laws of Delaware, as issuer (" CPF "), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (f/k/a The Bank of New York Trust Company N.A.), a national banking...

Page 149
...GAAP. When used herein, the term "financial statement" shall include the notes and schedules thereto. All accounting determinations and computations hereunder or under any other Applicable Related Documents for any Series of Notes shall be made without duplication. Section 1.4. Rules of Construction...

Page 150
... new Series may from time to time be executed by CPF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days in advance of the related Series Closing...

Page 151
... and has the limited liability company power and authority to execute and deliver the Series Supplement for such new Series of Notes, this Base Indenture and each other Applicable Related Document for such new Series of Notes to which it is a party and to issue such new Series of Notes and (2) each...

Page 152
... Act; as to such new Series of Notes and as to any Series of Notes that is part of the same Group as such new Series, the Opinions of Counsel relating to (1) the validity, perfection and priority of security interests, (2) the nature of the Applicable CPF Lease for each Series of Notes in such...

Page 153
... the Note Rate with respect to such Series; (4) the Series Closing Date; (5) the interest payment date or dates and the date or dates from which interest shall accrue; (6) the method of allocating Collections allocated to such Series; (7) whether the Notes of such Series will be issued in multiple...

Page 154
... to be made in any Series Account for such Series of Notes on the Series Closing Date; (11) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (12) the form of the Notes of such Series and whether such Notes may be issued in bearer form and any limitations imposed...

Page 155
... designate in its records in electronic form by VIN, the source of the funds for the financing of each Truck (i.e., the Applicable CPF Lease under which it is leased and the Group to which the related Group Specific Collateral belongs), (E) the Noteholders of any Series of Notes will, subject to the...

Page 156
... the Base Indenture as it relates to such new Series, have the meanings assigned to them in such Series Supplement. References herein to "all" Series of Notes (other than as specifically stated herein) shall be automatically modified to refer to all Series of Notes in the same Group (or as otherwise...

Page 157
...under, Rule 144A under the Securities Act (" Rule 144A "), shall be issued in the form of and represented by one or more global Notes in fully registered form without interest coupons (each, a " Rule 144A Global Note "), substantially in the form set forth in the Series Supplement for such Series of...

Page 158
... of their transfer and exchange (the " Note Register "). CPF may appoint one or more co-registrars and one or more additional paying agents. The term "Paying Agent" includes any additional paying agent and the term "Registrar" includes any co-registrars. CPF may change any Paying Agent or Registrar...

Page 159
... Business Day and of general circulation in New York City and (y) if the related Series of Notes has been listed on the Luxembourg Stock Exchange, in a newspaper customarily published on a day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed...

Page 160
... Business Days after receipt by the Trustee of a request therefor from CPF or the Paying Agent, respectively, in writing, a list in such form as CPF or the Paying Agent may reasonably require, of the names and addresses of the Noteholders of each Series as of the most recent Record Date for payments...

Page 161
... Rule 144A Global Note to be exchanged or transferred, but not less than the minimum denomination applicable to such Notes, such instructions to contain information regarding the agent member's account with DTC to be credited with such increase and information regarding the agent member's account...

Page 162
... the agent member's account with DTC to be credited with such increase and information regarding the agent member's account with DTC to be debited with such decrease, and (2) a certificate in the form of Exhibit A-2 attached hereto given by the holder of such beneficial interest and stating that the...

Page 163
... not be required to register the transfer or exchange of any Note of any Series for a period of 15 days preceding the due date for payment in full of the Notes of such Series. (f) Unless otherwise provided in the Series Supplement for a Series of Notes, no service charge shall be payable for any...

Page 164
... the Notes for its own institutional account or for the account of a qualified institutional buyer. (2) The purchaser understands that the Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not...

Page 165
... in the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF CENTRE POINT FUNDING, LLC (THE "COMPANY") THAT THIS NOTE...

Page 166
..., IS DEEMED TO REPRESENT, WARRANT AND AGREE THAT (A) EITHER (I) IT IS NOT, AND IS NOT ACQUIRING SUCH NOTE OR INTEREST THEREIN WITH THE ASSETS OF, A PLAN OR ACCOUNT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF...

Page 167
... required by it to hold CPF and the Trustee harmless then, provided that the requirements of Section 8-405 of the UCC are met (which generally permit CPF to impose reasonable requirements), CPF shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu...

Page 168
... accordance with the Trustee's standard disposition procedures unless CPF shall direct that cancelled Notes be returned to it pursuant to a Company Order. Section 2.16. Principal and Interest . (a) The principal of each Series of Notes shall be payable at the times and in the amount set forth in the...

Page 169
... to the following effect: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), TO CENTRE POINT FUNDING, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. ("CEDE") OR SUCH...

Page 170
... be in full force and effect; (ii) the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency for all purposes of this Indenture (including the making of payments on the Notes and the giving of instructions or directions hereunder) as the authorized representatives of the Note...

Page 171
... or unable to continue as depositary for such Rule 144A Global Note or Regulation S Global Note or at any time ceases to be a "clearing agency" registered under the United States Securities Exchange Act of 1934, as amended, (the " Exchange Act "), and in either case a successor depositary so...

Page 172
office or agency of the Registrar located in the Borough of Manhattan, The City of New York, or if the Notes are listed on the Luxembourg Stock Exchange, to the applicable listing agent in Luxembourg, to be so transferred, without charge. If interests in any Regulation S Global Note are to be ...

Page 173
..., products, offspring, rents or profits of any and all of the foregoing, including cash, and all collateral security and guarantees given by any Person with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Note Obligations for each and every Group and to secure...

Page 174
... assets, property, and interests of CPF, whether now owned or at any time hereafter acquired or created (collectively, with respect to a Group, the " Group Specific Collateral "): (i) the Applicable CPF Lease, any Sublease related to such Applicable CPF Lease and any other agreements related...

Page 175
...with the funds on deposit in any or all such accounts (including income thereon); (viii) all additional property relating to such Group that may from time to time hereafter (pursuant to the terms of the Series Supplement for a Series of Notes in such Group or otherwise) be subjected to the grant and...

Page 176
..., products, offspring, rents or profits of any and all of the foregoing, including cash, and all collateral security and guarantees given by any Person with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Note Obligations for the applicable Group and to secure...

Page 177
... part of CPF. (c) CPF hereby agrees to indemnify and hold harmless the Trustee (including its directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket costs...

Page 178
...Proceeds of an Applicable CPF Truck by or on behalf of CPF into the Collection Account (for further credit to the Group Collection Account for the relevant Group) and (ii) in the case of a Casualty, the date the related Casualty Payment is deposited into the Collection Account (for further credit to...

Page 179
... of Notes in the related Group. (c) The Trustee shall, at such time as there is no Note Outstanding, release any remaining portion of the Collateral from the lien of this Indenture and release to CPF any funds then on deposit in the Collection Account and any Series Accounts. The Trustee shall, at...

Page 180
... the Collection Account, and the Group Collection Account for each Group, to pay the Initial Acquisition Cost of Trucks or maintenance and other administrative expenses in respect of any Applicable CPF Trucks for such Group. CPF shall deliver a copy of the Daily Report for each Business Day to the...

Page 181
...Event of Default or Potential Lease Event of Default under the Applicable CPF Lease for any Group has occurred or is continuing. (g) Additional Information . From time to time such additional information regarding the financial position, results of operations or business of the Lessee, the Guarantor...

Page 182
... the collective benefit of the Noteholders. On or prior to the Series Closing Date for the first Series of Notes of any Group, CPF, the Securities Intermediary and the Trustee shall have entered into an account control agreement pursuant to which the Group Collection Account for such Group shall be...

Page 183
...and the Trustee agrees to establish such accounts as, "securities accounts" (as defined in Section 8-501 of the New York UCC). The Trustee represents and warrants that it is a "securities intermediary" (as defined in Section 8-102 of the New York UCC) and a "bank" (as defined in Section 9-102 of the...

Page 184
...CPF Trucks for any Series of Notes) to be paid either (a) directly into the Collection Account at such times as such amounts are due or (b) by the Administrator or the Lessee into the Collection Account within two Business Days of its receipt thereof (and, in each case, CPF represents to the Secured...

Page 185
... Account or the Group Collection Account for any Group into any Distribution Account, all amounts due and payable to the Trustee pursuant to Section 10.5 and under the Applicable Nominee Agreement for any Series of Notes (including all reasonable costs and expenses incurred by the Trustee related...

Page 186
... Series Closing Date for each Series of Notes in such Group: Section 7.1. Existence and Power . CPF (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) is duly qualified to do business as a foreign company and in good...

Page 187
... Indenture, the Series Supplement for each Series of Notes in such Group and each other Applicable Related Document to which it is a party (a) is within CPF's company power and has been duly authorized by all necessary company action, (b) requires no action by or in respect of, or filing with, any...

Page 188
... of operations, business, properties, performance, prospects or condition (financial or otherwise) of CPF or which in any manner draws into question the validity or enforceability of this Base Indenture, the Series Supplement for any Series of Notes in such Group or any other Applicable Related...

Page 189
... by, an "investment company" within the meaning of, and is not required to register as an "investment company" under, the Investment Company Act. Section 7.11 . Regulations T, U and X . No proceeds of any Series of Notes in such Group will be used to purchase or carry any "margin stock" (as defined...

Page 190
... Parties and the Group Secured Parties for such Group in connection with this Base Indenture and the Series Supplement for any Series of Notes in such Group, and CPF has not authorized any such filing. (d) CPF's legal name is Centre Point Funding, LLC and its location within the meaning of Section...

Page 191
... has not transacted business under any other name except for Budget Truck Funding, LLC. (e) All authorizations in this Base Indenture for the Trustee to endorse checks, instruments and securities and to execute financing statements, continuation statements, security agreements, Certificates of Title...

Page 192
... has engaged, in connection with the offering of such Series of Notes, in any form of general solicitation or general advertising with the meaning of Rule 502(c) under the Securities Act. [ANY ADDITIONAL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO A SERIES OF NOTES MAY BE SPECIFIED IN ANY...

Page 193
... to the Trustee of the location, and any change in the location, of such office or agency. If at any time CPF shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or...

Page 194
... results of operations, business, properties, performance, prospects or condition (financial or otherwise) of CPF or the ability of CPF to perform its obligations under this Base Indenture, the Series Supplement for any Series of Notes in such Group, or under any other Applicable Related Document to...

Page 195
... Agency Condition with respect to each Series of Notes Outstanding in such Group. Upon the occurrence of an Administrator Default under the Applicable Administration Agreement, CPF will not, without the prior written consent of the Trustee acting at the direction of the Requisite Group Investors of...

Page 196
...material adverse effect on the financial position, results of operations, business, properties, performance, prospects or condition (financial or otherwise) of CPF or the ability of CPF to perform its obligations under this Base Indenture or under any other Applicable Related Document to which it is...

Page 197
..., against the claims and demands of all Persons whomsoever. (d) Unless otherwise agreed to in each Series Supplement for the Notes of such Group, CPF shall cause the Trustee to hold in the State of New York each original chattel paper for the Applicable CPF Lease. With respect to any other...

Page 198
..., nor form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other). Section 8.17 . Sales of Assets . CPF will not sell, lease, transfer, liquidate or otherwise dispose of any of its property except as contemplated by the Applicable Related Documents for...

Page 199
... the filing information duly noted thereon by the office in which such filings were made. Section 8.21 . Organizational Documents . CPF will not amend any of its organizational documents, including its certificate of formation or limited liability company agreement unless the Rating Agency Condition...

Page 200
... of the Applicable CPF Trucks pursuant to the Applicable CPF Lease and the other Applicable Related Documents for each Series of Notes in each Group, the related exercise of its rights thereunder, the incurrence and payment of ordinary course operating expenses, the issuing and selling of the Notes...

Page 201
...to insurance on the Applicable CPF Trucks for any Group; (k) other than as provided in the Applicable Related Documents for any Series of Notes in any Group, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (l) maintain its financial records...

Page 202
...other unaffiliated entity; (t) account for and manage all of its liabilities separately from those of ABCR, BRAC, the Lessee, the Administrator or any Affiliates of the foregoing; (u) allocate, on an arm's length basis, all shared corporate operating services, leases and expenses, including, without...

Page 203
... Applicable CPF Trucks the insurance coverage specified in Section 5 of the Applicable CPF Lease. Section 8.29 . Truck Registration . CPF shall register all Applicable CPF Trucks in, and obtain Certificates of Title from, the State of Oklahoma. [ANY ADDITIONAL COVENANTS RELATED TO A SERIES OF NOTES...

Page 204
... or premium, or one (1) Business Day with respect to a default in the payment of principal; (b) CPF fails to comply with any of its other agreements or covenants in, or provisions of, the Notes of a Series in such Group or this Base Indenture or the Series Supplement for a Series of Notes in such...

Page 205
... the written direction of the Requisite Group Investors for such Group (or the Required Noteholders of any affected Series of Notes, in the case of an Amortization Event that affects less than all Series of Notes in a Group), shall, exercise from time to time any rights and remedies available to it...

Page 206
... to sell the Applicable CPF Trucks in an amount sufficient to pay all interest and principal on such Series of Notes. (d) Failure of CPF or the Lessee to Take Action . If (i) CPF or the Lessee shall have failed, within 15 Business Days of receiving the direction of the Trustee, to take commercially...

Page 207
... to direct the order in which the Applicable CPF Trucks shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Base Indenture or the Series Supplement for any Series of Notes. (f) Additional Remedies . In addition to...

Page 208
...Requisite Group Investors or the Required Noteholders of a Series (to the extent such remedy relates only to such Series of Notes (unless otherwise specified in the Series Supplement for such Series of Notes) may direct the time, method and place of conducting any proceeding for any remedy available...

Page 209
...loss, liability or expense; (d) the Trustee does not comply with the request within 45 days after receipt of the request and the offer and, if requested, the provision of indemnity; and (e) during such 45-day period the Required Noteholders of such Series of Notes do not give the Trustee a direction...

Page 210
... making of such payments directly to the Noteholders, to pay the Trustee any ...secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, and other properties which the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan...

Page 211
... any representations, warranties or agreements of any kind. After termination of all Series Supplements for each Series of Notes in a Group and the payment in full of the Note Obligations with respect to each Series of Notes in such Group, any proceeds of the Group Specific Collateral for such...

Page 212
...part, the Trustee may conclusively rely, as to the truth of the statements... of judgment made in good faith by a Trust Officer, unless it is proved...Related Documents for any Series of Notes, no provision of the Indenture shall require the Trustee to expend or risk its own funds or incur any liability...

Page 213
..., order or direction of any of the Noteholders, pursuant to the provisions of this Base Indenture or the Series Supplement for any Series of Notes, unless such Noteholders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses 66

Page 214
...prudent man would exercise or use under the circumstances in the conduct of his own affairs. (f) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval...

Page 215
Section 10.5. Compensation . (a) CPF shall promptly pay to the Trustee from time to time compensation for its acceptance of the Indenture and services hereunder as the Trustee and CPF shall from time to time agree in writing. The Trustee's compensation shall not be limited by any law on compensation...

Page 216
...in its most recent published annual report of condition, (iii) a member bank, or is a subsidiary of a corporation that is a member bank, of the Federal Reserve System and (iv) subject to Section 10.6(b), if such Trustee is other than The Bank of New York Mellon Trust Company, N.A., (x) acceptable to...

Page 217
...Rating Agency Condition is satisfied with respect to each Series of Notes. (b) At any time...benefit of the Secured Parties and the Group Secured Parties for such Group, respectively, such title to the Collateral and Group Specific Collateral for such Group, or any part...as a matter of state law or to ...

Page 218
... 10.10. Representations and Warranties of Trustee. The Trustee represents and warrants to CPF and the Secured Parties that: (i) The Trustee is a national banking association, organized, existing and in good standing under the laws of the United States; (ii) The Trustee has full power, authority and...

Page 219
... that may be perfected by possession in the State of New York under the New York UCC, the Trustee shall hold such Group Specific Collateral in the State of New York to the extent required by the Series Supplement for any applicable Series of Notes. Section 10.13. Force Majeure. In no event shall the...

Page 220
... and CPF under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification...

Page 221
... of said principal and interest with respect to the Notes in such Group; (ii) CPF delivers to the Trustee an Officer's Certificate of CPF stating that all conditions (other than final payment to the Noteholders) precedent to satisfaction and discharge of this Indenture have been complied with, and...

Page 222
... by any amendment, modification or waiver to the Base Indenture or Series Supplement, no consent of any Noteholder or any Group of Noteholders shall be required, so long as CPF has satisfied the Rating Agency Condition with respect to such amendment, modification or waiver. Notwithstanding the...

Page 223
... (i) the calculation of the Termination Value Curve for each newly-added Truck, as determined by (x) in the case of the Eligible Truck Appendix relating to the Group of Notes which includes the Series 2006-1 Notes, Deutsche Bank Securities, Inc. (which Termination Value Curve shall be subject to the...

Page 224
... an amendment or waiver on any Note thereafter authenticated. CPF, in exchange for all Notes, may issue and the Trustee shall authenticate new Notes that reflect the amendment or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such...

Page 225
... Fax: (973) 496-5852 with a copy to the Administrator: Budget Truck Rental LLC 6 Sylvan Way Parsippany, NJ 07054 Attn: Treasurer Tel: (973) 496-5285 Fax: (973) 496-5852 If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602 Attn...

Page 226
..., an Officer's Certificate of CPF in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.4 ) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in the Indenture relating to the...

Page 227
...releases all such liability. Section 13.7. Duplicate Originals . The parties may sign any number of copies of this Base Indenture. One signed copy is enough to prove this Base Indenture. Section 13.8. Benefits of Indenture . Except as set forth in the Series Supplement for a Series of Notes, nothing...

Page 228
... such next succeeding Business Day. Section 13.10. Governing Law . THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Section 13.11. No Adverse Interpretation of Other Agreements . This Indenture may not be used to interpret...

Page 229
... 13.14. Counterpart Originals. The parties may sign any number of copies of this Base Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Section 13.15. Table of Contents, Headings, etc . The Table of Contents and headings of the Articles and...

Page 230
... such Person's directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 13.20 ; (ii) such Person's financial advisors and other...

Page 231
... respect the business of, such Person or any of such Person's Affiliates, or in working with any such authority; (vi) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about the investment...

Page 232
... indemnify and hold harmless the Trustee or any predecessor Trustee and their respective directors, officers, agents and employees from and against any Losses suffered or sustained by any Person by reason of the failure of CPF to deliver such report or information. The term "Losses" as used in this...

Page 233
... respective duly authorized officers as of the day and year first written above. CENTRE POINT FUNDING, LLC, as issuer By: /s/ David B. Wyshner Name: David B. Wyshner Title: Executive Vice President, Chief Financial Officer and Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its...

Page 234
... LIST " ABCR " means Avis Budget Car Rental, LLC, a Delaware limited liability company, and its successors. " ACRG " means Avis Car Rental Group, LLC, a Delaware limited liability company. " Accrued Amounts " means, with respect to any Series of Notes (or any class of such Series of Notes), the...

Page 235
...Motor Vehicle Operating Lease Agreement, dated as of March 9, 2010, among CPF, as lessor, BTR, as lessee, ABCR, as guarantor, and BTR, as Administrator, as amended, modified or supplemented from time to time in accordance with its terms and (ii) with respect to each other Series of Notes, "CPF Lease...

Page 236
...Collection Account Control Agreement, the account control agreement for any Group Collection Account for such Series of Notes, any agreements relating to the issuance or the purchase of any of the Notes of such Series, any Enhancement Agreements for such Series of Notes, the Applicable CPF Lease for...

Page 237
... liability company, and its successors. " Business Day " means any day other than a Saturday, Sunday or other day on which banking institutions in New York City, New York or the city in which the Corporate Trust Office is located are authorized or required by law or executive order to be closed...

Page 238
... or indirectly, greater than 50% of the Voting Stock of BRAC or (c) Avis Budget Holdings, LLC shall at any time cease to own or control, directly or indirectly, greater than 50% of the Voting Stock of ABCR. " Class " means, with respect to any Series of Notes, any one of the classes of Notes of...

Page 239
...of May 11, 2006, relating to the Collection Account, as amended, modified or supplemented from time to time in accordance with its terms. " Collection Account Securities Intermediary " means The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.) or any other...

Page 240
... Finance, or at any other time at such other address as the Trustee may designate from time to time by notice to the Noteholders, CPF and the Administrator. " CPF " means Centre Point Funding, LLC (f/k/a Budget Truck Funding, LLC), a Delaware limited liability company and its successors. " CPF Lease...

Page 241
... for the related Series of Notes, the twentieth day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day, commencing April 20, 2010. " Dollar " and the symbol " $ " mean the lawful currency of the United States. " DTC " means The Depository Trust Company...

Page 242
...ERISA " means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections. " Euroclear " means Euroclear Bank, S.A./N.V., as operator of...

Page 243
...Notes, the date stated in the Series Supplement for such Series of Notes as the date on which such Series of Notes is expected to be paid in full. " Financial Officer " means, with respect to any Person, the chief financial officer, vice-president-finance, principal accounting officer, controller or...

Page 244
..., directly or indirectly, any outstanding shares of common stock, any limited liability company interests or any partnership interests, as applicable, of CPF, as the case may be, or ABCR, CPF, BRAC, the Administrator or any of their Affiliates, or a stockholder, member, partner, director, officer...

Page 245
... day immediately preceding the Vehicle Lease Commencement Date for such Additional CPF Truck. " Interest Collections " means on any date of determination, all Collections which represent payments of Monthly Base Rent (other than (x) any Depreciation Charges included in payments of Monthly Base Rent...

Page 246
... Series of Notes. " Liquidation Event of Default " means, with respect to any Group, the occurrence and continuance of an Amortization Event under the Base Indenture (excluding Section 9.1(j) ). " Liquidation Proceeds " means, with respect to any Related Month, amounts paid during such Related Month...

Page 247
... Group Collection Account for such Group which are available for distribution to the Series of Notes of such Group on the last Business Day of such Interest Period, plus (b) the accrued Depreciation Charges for the Related Month for all Applicable CPF Trucks (i) subject to the Applicable CPF Lease...

Page 248
... Purchase Net Book Value of such Additional CPF Truck minus the aggregate Depreciation Charges accrued with respect to such Additional CPF Truck from and including the Vehicle Lease Commencement Date with respect to such Additional CPF Truck through the last day of the Related Month and (iii) as...

Page 249
.... " Pension Plan " means any "employee pension benefit plan", as such term is defined in ERISA, which is subject to Title IV of ERISA (other than a "multiemployer plan", as defined in Section 4001 of ERISA) and to which any company in the Controlled Group has liability, including any liability by...

Page 250
... in book-entry form which evidence: (i) obligations the full and timely payment of which are to be made by or is fully guaranteed by the United States of America other than financial contracts whose value depends on the values or indices of asset values; (ii) demand deposits of, time deposits in, or...

Page 251
... a wholly-owned subsidiary of the Guarantor. " Person " means any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, joint stock company, corporation, trust, unincorporated organization or Governmental Authority. " Potential...

Page 252
...,000,000 as set forth in its most recent published annual report of condition, and (iii) has a long term deposits rating of not less than "A-" by S&P and "A3" by Moody's. " Rating Agency " means, with respect to any Series of Notes, each rating agency rating such Series of Notes as specified in the...

Page 253
...Ratings Services, a division of The McGraw-Hill Companies, Inc. " Secured Parties " has the meaning specified in Section 3.1 of the Base Indenture. " Securities Act " means the Securities Act of 1933, as amended. " Series Accounts " means, with respect to any Series of Notes, the account or accounts...

Page 254
... issuance of such new Series of Notes will not result in any of the Outstanding Series of Notes failing to be characterized as debt for United States federal income tax purposes. " Term " has the meaning specified in Section 3.2 of the Applicable CPF Lease. " Termination Value " means, with respect...

Page 255
...book values of such Trucks expressed as a percentage of the original Capitalized Cost of such Trucks in monthly increments, as such schedule may be amended from time to time in the manner specified in the Series Supplement for each Series of Notes in such Group, to add Additional CPF Trucks of a new...

Page 256
... " means direct obligations of the United States of America, or any agency or instrumentality thereof for the payment of which the full faith and credit of the United States of America is pledged as to full and timely payment of such obligations. " Vehicle Lease Commencement Date " has the meaning...

Page 257
" VIN " means vehicle identification number. " Wholly-Owned Subsidiary " means, with respect to any Person (herein referred to as the "parent"), any corporation, partnership, association or other business entity of which securities or other ownership interests representing 100% of the equity or 100%...

Page 258
... POINT FUNDING, LLC, as Issuer BUDGET TRUCK RENTAL LLC as Administrator DEUTSCHE BANK SECURITIES, INC., as Administrative Agent CERTAIN CP CONDUIT PURCHASERS, CERTAIN FUNDING AGENTS, CERTAIN APA BANKS and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, Series 2006-1 Agent and Securities...

Page 259
... for Increasing the Series 2006-1 Invested Amount Sales by CP Conduit Purchasers of Series 2006-1 Notes to APA Banks Procedure for Decreasing the Series 2006-1 Invested Amount Interest; Fees Indemnification by CPF Funding Agents Partial Termination Grant of Security Interest Establishment of Group...

Page 260
...10.9 Section 11.1 Section 11.2 Section 11.3 Section 11.4 Conditions Precedent to Effectiveness of Series Supplement Conditions Precedent to Effectiveness of Supplement Increased Costs Taxes Break Funding Payments Alternate Rate of Interest Mitigation Obligations Representations and Warranties of CPF...

Page 261
... Direction 86 87 87 88 88 90 90 91 92 92 93 93 93 93 93 94 94 94 94 95 95 95 95 95 96 ARTICLE XII GENERAL CP Conduit Purchasers Form of Variable Funding Note Form of Notice of Increase Form of Lease Payment Deficit Notice Form of Demand Notice Form of Transfer Supplement Form of Purchaser Group...

Page 262
APPENDIX Appendix I: Appendix II: Approved Contribution Appendix Eligible Truck Models iv

Page 263
... of December 3, 2010 (this " Series Supplement "), among CENTRE POINT FUNDING, LLC (f/k/a BUDGET TRUCK FUNDING LLC), a special purpose limited liability company established under the laws of Delaware ("CPF"), BUDGET TRUCK RENTAL LLC, (" BTR "), a Delaware limited liability company, as administrator...

Page 264
... be designated generally as Variable Funding Rental Truck Asset Backed Notes, Series 2006-1. (b) The proceeds from the initial sale of the Series 2006-1 Notes shall be deposited in the Collection Account, for further credit to the Group I Collection Account and shall be paid to CPF and used to pay...

Page 265
... terms of the Base Indenture or any other Applicable Related Document for such Series of Notes. The following shall govern the interpretation and construction of the provisions of this Series Supplement: (i) this Section 1.1(d) is intended to constitute a subordination agreement under New York law...

Page 266
... to the Series 2006-1 Notes and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms: " ABCR " means Avis Budget Car Rental, LLC, a Delaware limited liability company, and...

Page 267
...thereto. " Available APA Bank Funding Amount " means, with respect to any Purchaser Group for any Business Day, the sum of (i) the portion of such Purchaser Group's Commitment Percentage of the Series 2006-1 Initial Invested Amount not to be funded by such Purchaser Group by issuing Commercial Paper...

Page 268
...or a Sunday or (b) a day on which banking institutions in New York, New York or the city in which the corporate trust office of the Trustee is located are authorized or obligated by law or executive order to close. " Certificate of Lease Deficit Demand " means a certificate in the form of Annex A to...

Page 269
... " means, with respect to the APA Banks included in any Purchaser Group, the obligation of such APA Banks to purchase a Series 2006-1 Note on the Series 2006-1 Closing Date or, in the case of the Atlantic Purchaser Group, March 22, 2010 and, thereafter, subject to certain conditions, increase the...

Page 270
... from time to time in accordance with its terms. " DBSI " is defined in the recitals hereto. " Decrease " is defined in Section 3.5. " Demand Note Preference Payment Amount " means, as of any day, (i) the aggregate amount of all proceeds of demands made on the Series 2006-1 Demand Notes pursuant...

Page 271
... for the Trucks for the benefit of the Group I Secured Parties, or the Trustee, is in possession of such Certificate of Title, (iv) is listed on the Eligible Truck Appendix, (v) is leased under the Group I CPF Lease for use by BTR in its daily rental fleet operations in the United States, and (vi...

Page 272
...'s, such APA Bank's, such Program Support Provider's or such recipient's having executed, delivered or performed its obligations hereunder, receiving a payment hereunder or enforcing the Series 2006-1 Notes) and (b) any branch profits tax imposed by the United States of America or any similar...

Page 273
..., the Group I CPF Lease, the Group I Nominee Agreement and the Group I Administration Agreement. " Group I Collection Account " is defined in Section 5.1(b). " Group I Collection Account Control Agreement " means the agreement among CPF, The Bank of New York Mellon Trust Company, N.A., as securities...

Page 274
... from time to time in accordance with its terms. " Group I CPF Agreements " is defined in Section 4.1(a)(i). " Group I CPF Lease " means, with respect to the Series 2006-1 Notes, the Amended and Restated Master Motor Vehicle Operating Lease Agreement (Group I), dated as of March 9, 2010, among...

Page 275
... shall not in any manner reduce the undersigned's actual liability in respect of any failure to pay any demand under its Series 2006-1 Letter of Credit). " London Banking Day " means any business day on which dealings in deposits in United States dollars are transacted in the London interbank market...

Page 276
... inclusion of a new Termination Value Curve Schedule) to the Group I CPF Lease on the Second Restatement Effective Date. " Monthly Funding Costs " means, with respect to each Series 2006-1 Interest Period and any Purchaser Group, the sum of: (a) for each day during such Series 2006-1 Interest Period...

Page 277
... on such day times (B) the Program Fee Rate per annum divided by (C) 360. " Monthly Principal Payment Amount " is defined in Section 5.5(a). " Moody's " means Moody's Investors Service. " Non-Group I Collateral " is defined in Section 1.1(d). " Other Taxes " means any and all current or future stamp...

Page 278
... Series 2006-1 Demand Note Payment Amount as of the date of the conclusion or dismissal of such proceedings. " Prime Rate " means the rate of interest per annum publicly announced from time to time by Deutsche Bank, AG, New York Branch as its prime rate in effect at its principal office in New York...

Page 279
... and a long-term senior and unsecured rating of at least "A2", in each case, from Moody's. " Rating Affirmation " is defined in Section 12.20. " Record Date " means, with respect to each Distribution Date, the immediately preceding Business Day. " Related Purchaser Group " means, with respect to...

Page 280
... Period on which there exists a Series 2006-1 Lease Interest Payment Deficit, an amount equal to the product of (x) the fees due and payable to the Group I Back-up Administrator pursuant to the terms of the Group I Back-up Administration Agreement and (y) the Series 2006-1 Invested Percentage (as...

Page 281
.... " Series 2006-1 Closing Date " is defined in Section 3.1(a). " Series 2006-1 Collateral " means the Collateral, the Group I Collateral, each Series 2006-1 Letter of Credit, each Series 2006-1 Demand Note, the Series 2006-1 Interest Rate Hedge Collateral, the Series 2006-1 Cash Collateral Account...

Page 282
... a short-term senior unsecured debt rating of "P-1" from Moody's that is a commercial bank having total assets in excess of $500,000,000. " Series 2006-1 Enhancement " means the Series 2006-1 Cash Collateral Account Collateral, the Series 2006-1 Letters of Credit, the Series 2006-1 Demand Notes and...

Page 283
... Collections which pursuant to Section 5.2(a) would have been allocated to the Series 2006-1 Accrued Interest Account if all payments of Monthly Base Rent required to have been made under the Group I CPF Lease from and excluding the preceding Distribution Date to and including such Distribution...

Page 284
... event or condition of the type specified in clauses (a) through (p) of Article VI. " Series 2006-1 Liquid Enhancement Amount " means, as of any date of determination, the sum of (i) the Series 2006-1 Letter of Credit Amount as of such date and (ii) the Series 2006-1 Available Reserve Account Amount...

Page 285
... to the product of (a) the average daily Series 2006-1 Invested Amount during such Series 2006-1 Interest Period, (b) the Series 2006-1 Note Rate for such Series 2006-1 Interest Period and (c) the number of days in such Series 2006-1 Interest Rate Period divided by 360. " Series 2006-1 Monthly Lease...

Page 286
...the Series 2006-1 Notes, any Group I Nominee Agreements, the Group I Administration Agreement, the Group I Disposition Agent Agreement, the Group I Back-up Administration Agreement, the Collection Account Control Agreement, the Group I Collection Account Control Agreement, any agreements relating to...

Page 287
..., the Group I CPF Lease and the Supplemental Documents relating to the Group I CPF Lease. " Series 2006-1 Required Borrowing Base " means, as of any date of determination, the sum of (a) the Series 2006-1 Required Overcollateralization Amount as of such date and (b) the Series 2006-1 Invested...

Page 288
... of a new Termination Value Curve Schedule) to the Group I CPF Lease on the Second Restatement Effective Date. " Series 2006-1 Terminating Purchaser " means, in the event of a Series 2006-1 Partial Commitment Termination, each APA Bank that is not extending its commitment and the related CP Conduit...

Page 289
... after giving effect to the amendments (including the inclusion of a new Termination Value Curve Schedule) to the Group I CPF Lease on the Second Restatement Effective Date. " Series 2006-1 Unpaid Demand Amount " means, with respect to any single draw pursuant to Section 5.5(c), (d) or (e) on the...

Page 290
... Collection Account. (b) Form of Series 2006-1 Notes . The Series 2006-1 Notes shall be issued in fully registered form without interest coupons, substantially in the form set forth in Exhibit A hereto. Section 3.2 Delivery . (a) On the Series 2006-1 Closing Date, CPF shall sign and shall direct the...

Page 291
...(receipt confirmed), substantially in the form of Exhibit B hereto, of such request no later than 3:00 p.m. (New York City time) on the second Business Day prior to the Series 2006-1 Closing Date or such Increase Date (except with respect to the Increase occurring on the Second Restatement Effective...

Page 292
...CPF, the Lessee, the Guarantor and the Administrator in the Base Indenture, this Series Supplement and the Series 2006-1 Related Documents to which each is a party are true and correct on and as of the Series 2006-1 Closing Date or such Increase Date, as the case may be, as if made on and as of such...

Page 293
... Purchaser, each such APA Bank shall pay in immediately available funds its APA Bank Percentage of such portion on the Series 2006-1 Closing Date or such Increase Date to the Funding Agent with respect to such Purchaser Group for deposit in the Series 2006-1 Collection Account. Each Funding Agent...

Page 294
... to 1:00 p.m. (New York City time) three Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such Purchaser Group is to...

Page 295
...Applicable Related Document with respect to any Group I Series of Notes. (b) CPF hereby agrees to indemnify and hold harmless each Series 2006-1 Noteholder (including its respective directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for...

Page 296
... thereto on such Business Day and the APA Bank Funded Amount with respect to such Purchaser Group and the amount of interest accruing with respect thereto on such Business Day and, based on such recordations, to determine the Monthly Funding Costs with respect to each Series 2006-1 Interest Period...

Page 297
... due to CPF under or in connection with such Group I CPF Agreements, whether payable as rent, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of such Group I CPF Agreements or otherwise, all security for amounts payable thereunder and all rights, remedies, powers...

Page 298
... all sale or other proceeds from the disposition of Group I CPF Trucks, including all monies due in respect of Group I CPF Trucks, whether payable as the purchase price of Group I CPF Trucks or as related fees, expenses, costs, indemnities, insurance recoveries or otherwise; (vi) all payments under...

Page 299
... the Group I Collection Account (each such date, a " Series 2006-1 Deposit Date "), the Administrator shall direct the Trustee in writing pursuant to the Group I Administration Agreement to allocate all amounts deposited into the Group I Collection Account prior to 11:00 a.m. (New York City time) on...

Page 300
... other amounts available pursuant to Section 5.3 to pay Series 2006-1 Monthly Interest and any unpaid Series 2006-1 Shortfall with respect to the Series 2006-1 Interest Period ending on the day preceding the next succeeding Distribution Date and any Series 2006-1 Interest Rate Hedge Payments due on...

Page 301
..., the Lessee shall make payments of Monthly Base Rent or other amounts payable by the Lessee under the Group I CPF Lease on or prior to the fifth Business Day after the occurrence of such Series 2006-1 Lease Payment Deficit (a " Past Due Rent Payment "), the Administrator shall direct the Trustee in...

Page 302
... to the portion of the current Series 2006-1 Interest Period ending on such Business Day and a reasonable estimation of the Monthly Funding Costs with respect to such Purchaser Group for the remainder of such Series 2006-1 Interest Period and (y) within three Business Days after the end of each...

Page 303
... in the Series 2006-1 Distribution Account. (c) Lease Payment Deficit Notice . On or before 10:00 a.m. (New York City time) on each Distribution Date, the Administrator shall notify the Trustee of the amount of any Series 2006-1 Lease Payment Deficit, such notification to be in the form of Exhibit...

Page 304
... Business Day preceding each Distribution Date, the Administrator shall instruct the Trustee and the Paying Agent in writing pursuant to the Group I Administration Agreement to pay the balance (after making the payments required in Section 5.3(a)), if any, of the amounts available from the Series...

Page 305
...on account of Series 2006-1 Monthly Interest for the Series 2006-1 Interest Period ending on the day preceding such Distribution Date is less than such Series 2006-1 Monthly Interest, the Administrative Agent shall pay the amount available to the Funding Agents, on behalf of the Purchaser Groups, on...

Page 306
... the Group I Administration Agreement and in accordance with this Section 5.5 as to (i) the amount allocated to the Series 2006-1 Notes during the Related Month pursuant to Section 5.2(a)(ii) less (x) the amount thereof withdrawn for deposit into the Series 2006-1 Distribution Account and payment to...

Page 307
...no Series 2006-1 Lease Principal Payment Deficit on such Distribution Date) will be greater than zero and there are any Series 2006-1 Letters of Credit or amounts on deposit in the Series 2006-1 Cash Collateral Account on such date, prior to 10:00 a.m. (New York City time) on the second Business Day...

Page 308
... Draw Amount on such Business Day (assuming for the purpose of calculating such amount that there will not be a Series 2006-1 Lease Principal Payment Deficit on the related Distribution Date) and (c) the aggregate amount that BRAC failed to pay under the Series 2006-1 Demand Notes (or, the amount...

Page 309
... of Credit by 12:00 noon (New York City time) on such Business Day an amount equal to the least of (a) the amount that BRAC failed to pay under the Series 20061 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder), (b) the Series 2006-1 Letter of Credit Amount on...

Page 310
...Credit by 12:00 noon (New York City time) on such Business Day an amount equal to the least of (a) the Series 2006-1 Invested Amount on such Business Day after giving effect to the payment of the amounts deposited into the Series 2006-1 Distribution Account in accordance with Section 5.5(a), (b) the...

Page 311
.... Initially, the Series 2006-1 Reserve Account shall be established with The Bank of New York Mellon Trust Company, N.A.; provided that if the Series 2006-1 Reserve Account is established with any other institution, CPF shall cause such institution to enter into an agreement in form and substance...

Page 312
..., financial asset, security, instrument or cash) credited to the Series 2006-1 Reserve Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued by...

Page 313
..., financial asset, security, instrument or cash) credited to the Series 2006-1 Reserve Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued...

Page 314
... asset, security, instrument or cash) credited to the Series 2006-1 Cash Collateral Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued...

Page 315
... force and effect, on such date, and (y) the amount available to be drawn on such expiring Series 2006-1 Letter of Credit on such date. Upon receipt of such notice by the Trustee on or prior to 10:00 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time...

Page 316
... or the credit rating of any securities issued by such depository institution or trust company shall be reduced to below "BBB-" by S&P or "Baa3" by Moody's, then CPF shall, within 30 days of such reduction, establish a new Series 2006-1 Cash Collateral Account with a new Qualified Institution or...

Page 317
... asset, security, instrument or cash) credited to the Series 2006-1 Cash Collateral Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued...

Page 318
...00 noon (New York City time) on such Business Day draw an amount equal to the lesser of (i) the excess of the Series 2006-1 Demand Note Payment Amount over the Series 2006-1 Available Reserve Account Amount (prior to giving effect to any transfer to the Series 2006-1 Cash Collateral Account pursuant...

Page 319
... asset, security, instrument or cash) credited to the Series 2006-1 Cash Collateral Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued...

Page 320
..., financial asset, security, instrument or cash) credited to any of the foregoing accounts shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued by...

Page 321
... for payments on the Series 2006-1 Demand Notes. Section 5.12 Series 2006-1 Interest Rate Hedges . (a) On or before the thirtieth day following the Series 2006-1 Closing Date, CPF shall enter into one or more interest rate protection agreements (each a " Series 2006-1 Interest Rate Hedge ") in form...

Page 322
... two (2) Business Day period such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Series 2006-1 Related Documents; (d) the Collection Account, the Group I Collection Account, the Series 2006-1 Collection Account, the Series 2006-1 Principal...

Page 323
... the Series 2006-1 Related Documents) for at least two (2) Business Days and either (x) a Series 2006-1 Enhancement Deficiency would result from excluding the Series 2006-1 Available Cash Collateral Account Amount from the Series 2006-1 Enhancement Amount or (y) a Series 2006-1 Liquid Enhancement...

Page 324
...Closing Date, evidence of confirmation of qualification of CPF to do business in each State in the United States of America and the District of Columbia in the form as issued by each such State... quarter: Fiscal Quarter ending Consolidated Interest Coverage Ratio September 30, 2010 December 31, 2010 ...

Page 325
... Purchasers and the APA Banks, (iii) the Fee Letter, executed by a duly authorized officer of CPF, (iv) the Group I CPF Lease, executed by a duly authorized officer of each of BTR, the Guarantor, the Administrator and CPF, (v) the Group I Administration Agreement, executed by a duly authorized...

Page 326
... (A) that attached thereto is a true and complete copy of the bylaws, limited liability company agreement or partnership agreement of such Person, as the case may be, as in effect on the Series 2006-1 Closing Date and at all times since a date prior to the date of the resolutions described in clause...

Page 327
... by the Trustee of the Series 2006-1 Notes. (k) Truck Schedules . The Administrative Agent shall have received a copy of Attachment A and Attachment B to the Group I CPF Lease at least two Business Days prior to the Series 2006-1 Closing Date. (l) Commercial Paper Ratings . The Administrative Agent...

Page 328
... the related property acquired pursuant to the Group I CPF Lease and (B) the security interest of the Trustee in the Collateral and the Group I Collateral (other than copies of all documents filed with the appropriate office within the State of Oklahoma pursuant to the Oklahoma Vehicle License and...

Page 329
... of the bylaws, limited liability company agreement or partnership agreement of such Person, as ...Banks with respect to such CP Conduit Purchaser on or before the Second Restatement Effective Date. (f) Rating Agency Condition . The Administrative Agent shall have received a copy of a letter, in form...

Page 330
..., an Opinion of Counsel, relating to the perfection of the Trustee's Lien on the Group I CPF Trucks upon compliance with the applicable Titling Procedures (which condition may be satisfied by delivery of a letter in form and substance reasonably satisfactory to each Series 2006-1 Noteholder from the...

Page 331
...rise to such increased costs or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. Section 8.2 Taxes . (a) Any and all payments by or on account of any obligation of CPF hereunder shall be made free and clear of...

Page 332
... Agent, any Program Support Provider or any member of any Purchaser Group shall be conclusive absent manifest error. Any payments made by CPF pursuant to this Section 8.2 shall be made solely from funds available in the Series 2006-1 Distribution Account for the payment of Article VIII Costs, shall...

Page 333
... herein shall require the Administrative Agent, any Funding Agent, any Program Support Provider or any member of any Purchaser Group to make its tax returns (or any other information relating to its taxes which it deems confidential) available to CPF or any other Person. (g) The Administrative Agent...

Page 334
... Agent, a Funding Agent, a Program Support Provider or a member of a Purchaser Group for purposes of Section 8.2(g). (i) CPF shall deliver to the Administrative Agent two properly completed and duly executed copies of U.S. Internal Revenue Service Form W-9. Such forms shall be delivered on or before...

Page 335
... is required to pay any additional amount to any Purchaser Group or any Governmental Authority for the account of any Purchaser Group pursuant to Section 8.2, then, upon written notice from CPF, such Affected Party or Purchaser Group, as the case may be, shall use commercially reasonable efforts to...

Page 336
... Restatement Effective Date, they have not engaged, in connection with the offering of the Series 2006-1 Notes, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act; and (iii) each is solvent and is not the subject of any voluntary...

Page 337
...hours and as often as may reasonably be desired to discuss the business, operations, properties, financial and other conditions of CPF or the Administrator with their respective officers and employees and with their independent certified public accountants; (c) no later than 45 days after the Series...

Page 338
...or the Requisite Group Investors with respect to the Group I Series of Notes, without having received the prior written consent of the Series 2006-1 Required Noteholders; and (i) that CPF shall cause the Trustee to hold in the State of New York the Series 2006-1 Demand Note and any other Series 2006...

Page 339
...the APA Banks or the Funding Agents for any recitals, statements, representations or warranties made by CPF, the Lessee, the Guarantor, the Administrator or any officer thereof contained in this Series Supplement or any other Series 2006-1 Related Document or in any certificate, report, statement or...

Page 340
... Non-Reliance on the Administrative Agent and Other Purchaser Groups . Each of the CP Conduit Purchasers, the APA Banks and the Funding Agents expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made...

Page 341
...the other Series 2006-1 Related Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of CPF, the Lessee, the Guarantor and the Administrator. Except for notices, reports and other...

Page 342
... and the other Series 2006-1 Related Documents as any APA Bank or Funding Agent and may exercise the same as though it were not the Administrative Agent, and the terms "APA Bank," and "Funding Agent" shall include the Administrative Agent in its individual capacity. Section 10.9 Resignation...

Page 343
... to the CP Conduit Purchaser or any APA Bank in its Purchaser Group to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Series Supplement, any other Series 2006-1 Related Document or to inspect the properties, books or...

Page 344
... in taking or not taking action under this Series Supplement and the other Series 2006-1 Related Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other conditions and creditworthiness of CPF, the Lessee, the...

Page 345
... transfer any of its rights under this Series Supplement other than in accordance with the Asset Purchase Agreement with respect to such CP Conduit Purchaser or otherwise to the APA Bank with respect to such CP Conduit Purchaser or a Program Support Provider with respect to such CP Conduit Purchaser...

Page 346
... law, at any time sell to one or more financial institutions or other entities (" Participants ") participations in its APA Bank Percentage of the Maximum Purchaser Group Invested Amount with respect to it and the other APA Banks included in the related Purchaser Group, its Series 2006-1 Note and...

Page 347
...Funding Agent, a Program Support Provider or a member of a Purchaser Group. (e) Any CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser may at any time sell all or any part of their respective rights and obligations under this Series Supplement and the Series 2006-1 Notes...

Page 348
... of such excess payment or benefits is thereafter recovered from such Benefited Purchaser Group, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. CPF agrees that any CP Conduit Purchaser or APA Bank so purchasing...

Page 349
... liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition...

Page 350
... Exhibit E : Exhibit F : Exhibit G : Exhibit H : Form of Variable Funding Note Form of Notice of Increase Form of Lease Payment Deficit Notice Form of Demand Notice Form of Transfer Supplement Form of Purchaser Group Supplement Form of Series 2006-1 Demand Note Form of Series 2006-1 Letter of Credit...

Page 351
... 2006-1 Collateral has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing CPF as debtor covering all or any part of the Series 2006-1 Collateral is on file or of record in any jurisdiction, except 94

Page 352
... Covenants of the Trustee . The Trustee shall hold the Series 2006-1 Demand Note and any other Series 2006-1 Collateral in the State of New York pursuant to instructions of CPF in accordance with Section 9.2(i) or as otherwise directed by the Administrative Agent. Section 12.20 Certification...

Page 353
Section 12.21 Trustee Direction . By their respective signatures hereto, Riverside Funding LLC and Atlantic Asset Securitization LLC hereby authorize, instruct and direct the Trustee to execute and deliver this Series Supplement, as amended and restated as of the Second Restatement Effective Date. ...

Page 354
... thereunto duly authorized as of the day and year first above written. CENTRE POINT FUNDING, LLC, as Issuer By: /s/ David B. Wyshner Name: David B. Wyshner Title: Executive Vice President, Chief Financial Officers and Treasurer BUDGET TRUCK RENTAL LLC, as Administrator By: /s/ David B. Wyshner Name...

Page 355
... FUNDING LLC, as a CP Conduit Purchaser By: /s/ Jill A. Russo Name: Jill A. Russo Title: Vice President DEUTSCHE BANK SECURITIES, INC., as a Funding Agent By: /s/ Amy Jo Pitts Name: Amy Jo Pitts Title: Director By: /s/ Amit Patel Name: Amit Patel Title: Vice President DEUTSCHE BANK AG, New York...

Page 356
ATLANTIC ASSET SECURITIZATION LLC, as a CP Conduit Purchaser By: /s/ Sam Pilcer Name: Sam Pilcer Title: Managing Director By: /s/ Kostantina Kourmpetis Name: Kostantina Koumpetis Title: Managing Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Funding Agent By: /s/ Sam Pilcer Name: Sam ...

Page 357
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity, but solely as Trustee, as Series 2006-1 Agent and as Securities Intermediary By: /s/ Sally R. Tokich Name: Sally R. Tokich Title: Senior Associate 100

Page 358
... I TO SERIES 2006-1 SUPPLEMENT APA Bank Percentage Maximum Purchaser Group Invested Amount CP Conduit APA Banks Funding Agent Riverside Funding LLC Atlantic Asset Securitization LLC Deutsche Bank, AG, New York Branch Credit Agricole Corporate and Investment Bank Deutsche Bank Securities, Inc...

Page 359
..., LLC FORM OF SERIES 2006-1 NOTE VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES SERIES 2006-1 CENTRE POINT FUNDING, LLC, a Delaware limited liability company (herein referred to as the "Company"), for value received, hereby promises to pay to [Riverside Funding LLC][Atlantic Asset Securitization LLC...

Page 360
...in facsimile, by its Authorized Officer. Date: CENTRE POINT FUNDING, LLC By: Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Series 2006-1 Notes of a series issued under the within-mentioned Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized...

Page 361
... "), among the Company, Budget Truck Rental LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the Funding Agents and APA Banks named therein, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2006-1 Agent. The...

Page 362
...liquidation proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Series 2006-1 Related Documents. Prior to the due presentment for registration of transfer of this Series 2006-1 Note, the Company...

Page 363
... terms and conditions set forth in the Indenture without the consent of Holders of the Series 2006-1 Notes issued thereunder. The term "Company" as used in this Series 2006-1 Note includes any successor to the Company under the Indenture. The Series 2006-1 Notes are issuable only in registered form...

Page 364
EXHIBIT A ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee _____ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto name and address of assignee) the within Series 2006-1 Note and all rights thereunder, and hereby irrevocably constitutes ...

Page 365
... "), among CENTRE POINT FUNDING, LLC, as Issuer (" CPF "), Budget Truck Rental LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the APA Banks and Funding Agents named therein and The Bank of New York Mellon Trust Company, N.A., as trustee...

Page 366
... FORM OF LEASE PAYMENT DEFICIT NOTICE [DATE] The Bank of New York Mellon Trust Company, N.A., as Trustee 2 North LaSalle Street Chicago, IL 60602 Attn: Corporate Trust Officer Reference is made to the Second Amended and Restated Series 2006-1 Supplement, dated as of December 3, 2010 (the " Series...

Page 367
... 3, 2010 (the " Series 2006-1 Supplement "), among CENTRE POINT FUNDING, LLC (" CPF "), Budget Truck Rental LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein and The Bank of New York Mellon...

Page 368
...each, a " Funding Agent "), CENTRE POINT FUNDING, LLC, a Delaware limited liability company (the " Company ") and Deutsche Bank Securities, Inc., as Administrative Agent (in such capacity, the " Administrative Agent ") and Budget Truck Rental LLC, as Administrator (the " Administrator "). WITNESSETH...

Page 369
...respect to the financial condition of the Company or the performance or observance by the Company of any of the Company's obligations under the Indenture, the Series 2006-1 Related Documents or any other instrument or document furnished pursuant hereto; (iii) each Acquiring APA Bank confirms that it...

Page 370
...the revised Commitment Percentages of the Transferor and each Acquiring APA Bank as well as administrative information with respect to each Acquiring APA Bank and its Funding Agent. 8. This Transfer Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

Page 371
... caused this Transfer Supplement to be executed by their respective duly authorized officers as of the date first set forth above. [NAME OF SELLING APA BANK], as Transferor By: Name: Title: [NAME OF ACQUIRING APA BANK], as Acquiring APA Bank By: Name: Title: [NAME OF FUNDING AGENT FOR ACQUIRING APA...

Page 372
EXHIBIT E CONSENTED AND ACKNOWLEDGED: CENTRE POINT FUNDING, LLC By: Title: BUDGET TRUCK RENTAL LLC, as Administrator By: Title: DEUTSCHE BANK SECURITIES, INC., as Administrative Agent By: Title:

Page 373
...AND OF COMMITMENT PERCENTAGES DEUTSCHE BANK SECURITIES, INC., as Administrative Agent 60 Wall Street, 19 th Floor New York, New York 10005 Attention: Telecopier: [TRANSFEROR] Address: Prior Commitment Percentage: Revised Commitment Percentage: Prior Purchaser Group Invested Amount: Revised Purchaser...

Page 374
...Purchaser Group listed in the signature pages hereof (each, a " Funding Agent "), CENTRE POINT FUNDING, LLC, a Delaware limited liability company (the " Company ") and DEUTSCHE BANK SECURITIES, INC., as Administrative Agent (in such capacity, the " Administrative Agent ") and BUDGET TRUCK RENTAL LLC...

Page 375
... the Transferor Purchaser Group makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of the Company's obligations under the Indenture, the Series 2006-1 Related Documents or any...

Page 376
... the Transferor Purchaser Group and each Acquiring Purchaser Group as well as administrative information with respect to the Acquiring Purchaser Group and its Funding Agent. 8. This Purchaser Group Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

Page 377
... Supplement to be executed by their respective duly authorized officers as of the date first set forth above. [NAME OF SELLING CP CONDUIT PURCHASER], as Transferor Purchaser Group By: Title: [NAME OF SELLING APA BANK], as Transferor Purchaser Group By: Title: [NAME OF ACQUIRING CP CONDUIT PURCHASER...

Page 378
EXHIBIT F CONSENTED AND ACKNOWLEDGED: CENTRE POINT FUNDING, LLC By: Title: BUDGET TRUCK RENTAL LLC, as Administrator By: Title: DEUTSCHE BANK SECURITIES, INC., as Administrative Agent By: Title:

Page 379
...to time, the " Series 2006-1 Supplement "), among CENTRE POINT FUNDING, LLC, Budget Truck Rental LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein and The Bank of New York Mellon Trust Company...

Page 380
... Rate (as defined below) until paid. Default . (a) If the Demand Note Issuer shall fail to pay any principal, interest or other amounts on the date of written demand for payment; provided that such demand is made prior to 2:00 p.m. (New York City time) on a Business Day, or on the next Business Day...

Page 381
... HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. No Negotiation . This Demand Note is not negotiable other than to the Trustee for the benefit of the Secured Parties under the Series 2006-1 Supplement. The...

Page 382
... has executed this Demand Note or caused this Demand Note to be duly executed by its officer thereunto duly authorized as of the day and year first above written. BUDGET RENT A CAR SYSTEM, INC. By: Name: Title: ENDORSEMENT Pay to the Order of , without recourse CENTRE POINT FUNDING, LLC By: Name...

Page 383
EXHIBIT G PAYMENT GRID Principal Amount Amount of Principal Payment Outstanding Principal Balance Notation Made By Date

Page 384
...for the account of Avis Budget Car Rental, LLC, a Delaware limited liability company (" ABCR "), pursuant to, and in accordance with, that certain [Credit Agreement], dated as of [ ] (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the...

Page 385
... of a drawing to the Series 2006-1 Letter of Credit Provider at its Standby Service Unit, (at: [ ], Option 1 or alternately to [ ]) on the Business Day preceding the day of such drawing (but such notice shall not be a condition to drawing hereunder and you shall have no liability for not doing so...

Page 386
... funds available by 4:00 p.m. (New York City time) on the same Business Day in accordance with your payment instructions. If the Series 2006-1 Letter of Credit Provider receives any Demand as herein provided on or prior to the termination hereof, all in conformity with the terms and conditions of...

Page 387
...the foregoing calculation shall not in any manner reduce the undersigned's actual liability in respect of any failure to pay any Lease Deficit Demand, Unpaid Demand Note Demand, Termination Demand or Termination Date Demand). This Series 2006-1 Letter of Credit is transferable in its entirety to any...

Page 388
... which conforms to the terms and conditions of this Series 2006-1 Letter of Credit is made within twenty (20) days after the resumption of business, and, as to matters not covered by the ISP98, shall be governed by the law of the State of New York, including the Uniform Commercial Code as in effect...

Page 389
... of December 3, 2010, among CPF, Budget Truck Rental LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2006-1 Agent...

Page 390
...Providers' Pro Rata Share of the amount to be drawn on the Series 2006-1 Letters of Credit pursuant to Section [5.3(d)] [5.5(c)(ii)] of the Series 2006-1 Supplement on the date hereof. 4. The related Series 2006-1 Lease Payment Deficit is attributable to the Lessee's failure to pay amounts due under...

Page 391
... of December 3, 2010, among CPF, Budget Truck Rental LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2006-1 Agent...

Page 392
Annex B Page 2 Payment by the Series 2006-1 Letter of Credit Provider pursuant to this Demand shall be made to , Account Number , Attention: 5. , ABA Number , Re: . The Trustee acknowledges that, pursuant to the terms of the Series 2006-1 Letter of Credit, upon the Series 2006-1 Letter of Credit ...

Page 393
... of December 3, 2010, among CPF, Budget Truck Rental LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2006-1 Agent...

Page 394
Annex C Page 2 Payment by the Series 2006-1 Letter of Credit Provider pursuant to this Demand shall be made to , Account Number , Attention: , ABA Number , Re: . 4. The Trustee acknowledges that, pursuant to the terms of the Series 2006-1 Letter of Credit, upon the Series 2006-1 Letter of Credit ...

Page 395
... as of December 3, 2010, among CPF, Budget Truck Rental LLC, as Administrator, the CP Conduits, the APA Banks and the Funding Agents named therein, Deutsche Bank Securities, Inc., as Administrative Agent, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2006-1 Agent (the...

Page 396
Annex D Page 2 4. You are requested to deliver an amount equal to the Termination Date Disbursement pursuant to the following instructions:

Page 397
... terminate and be immediately returned to the Series 2006-1 Letter of Credit Provider. this IN WITNESS WHEREOF, a duly authorized officer of the Trustee has executed and delivered this certificate on behalf of the Trustee on day of , . The Bank of New York Mellon Trust Company, N.A., as Trustee By...

Page 398
... of December 3, 2010, among CPF, Budget Truck Rental LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2006-1 Agent...

Page 399
... of , . AVIS BUDGET CAR RENTAL, LLC By: Name: Title: Acknowledged and Agreed: The undersigned hereby acknowledges receipt of the Reimbursement Amount (as defined above) in the amount set forth above in paragraph 1 as of the date hereof and agrees for the benefit of the Trustee that the undersigned...

Page 400
... of December 3, 2010, among CPF, Budget Truck Rental LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2006-1 Agent...

Page 401
Annex F Page 2 IN WITNESS WHEREOF, a duly authorized officer of the Trustee has executed and delivered this certificate on behalf of the Trustee on this day of . [ , as the Trustee By: Name: Title: ],

Page 402
... to these instructions, please advise the Transferee of the terms and conditions of this transferred Credit and these instructions. Payment of transfer fee of U.S $ is for the account of ABCR who agrees to pay you on demand any expense or cost you may incur in connection with the transfer. Receipt...

Page 403
...Fax Number) (Address of Bank) (City, State, Zip Code) (Print Name and Title of Authorized Signer) (Authorized Signature) (Telephone Number) (Date) Acknowledged: SIGNATURE GUARANTEED Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and...

Page 404
Appendix I Approved Contribution Appendix

Page 405
... 645 16 foot truck (diesel) International CF 500 16 foot truck (diesel) Isuzu 4500 16 foot truck (diesel) GMC 7500 24 foot truck (diesel) International 4200 24 foot truck (diesel) Ford F650 24 foot truck with liftgate (diesel) GMC 7500 24 foot truck with liftgate (diesel) International 4200 24 foot...

Page 406
... AGREEMENT (GROUP I), dated as of March 9, 2010 (this " Agreement "), is by and among CENTRE POINT FUNDING, LLC (f/k/a Budget Truck Funding, LLC), a special purpose limited liability company established under the laws of Delaware (" CPF "), BUDGET TRUCK RENTAL LLC, a Delaware limited liability...

Page 407
... under that certain Amended and Restated Master Motor Vehicle Operating Lease Agreement (Group I), dated as of March 9, 2010 (the " Group I CPF Lease "), among CPF, as lessor (the " Lessor "), BTR, as lessee (the " Lessee "), and Avis Budget Car Rental, LLC (the " Guarantor "), pursuant to Section...

Page 408
... Section 4.2(b) of the Base Indenture; (K) the delivery to any Noteholder of any Group I Series of Notes and to any prospective purchaser of such Notes of the information required by Rule 144A(d)(4) of the Securities Act pursuant to Section 4.3 of the Base Indenture; (L) the preparation and delivery...

Page 409
... to the Trustee of the Officer's Certificate, Opinion of Counsel and copies of such filings, in connection with a change of location or legal name pursuant to Section 8.20 of the Base Indenture; (T) the arrangement for the prompt sale of each Group I CPF Truck returned to CPF pursuant to Section...

Page 410
...I Certificate of Title as shall enable the Trustee to comply with this Agreement and the other Group I Related Documents. The Administrator shall promptly report to the Trustee any material failure on its part to hold the Group I Certificates of Title and maintain its records and computer systems as...

Page 411
... to Section 7 of the Group I CPF Lease; (B) to determine the Truck Special Damage Payments applicable to Group I CPF Trucks at the time of their sale, return or other disposition in accordance with the Group I Related Documents pursuant to Section 13.2(a) of the Group I CPF Lease; (C) to indicate on...

Page 412
... Truck returned by the Lessee to CPF and sold to third parties; provided , however , that such costs and expenses shall be payable to the Administrator by CPF only to the extent of any excess of the sale price received by CPF for any such Group I CPF Truck over the Termination Value thereof. 6. Use...

Page 413
...any Group I Related Document or any report, certificate, information or other material provided by the Administrator to the Trustee or the Noteholders of any Group I Series of Notes (including, without limitation, any Daily Report, Monthly Certificate or Monthly Noteholders' Statement) (collectively...

Page 414
... parties hereto. 12. Term of Agreement; No Resignation; Removal . (a) This Agreement shall continue in force until the termination of the Indenture, the Group I CPF Lease, and the Group I Collection Account Control Agreement, in accordance with their respective terms and the payment in full of all...

Page 415
... the Collateral and the Group I Collateral then in the custody of the retiring Administrator. 14. Notices . Any notice, report or other communication given hereunder shall be in writing and addressed as follows: (a) If to CPF, to: Centre Point Funding, LLC 6 Sylvan Way Parsippany, NJ 07054 Attention...

Page 416
...Budget Truck Rental LLC 6 Sylvan Way Parsippany, NJ 07054 Attention: Treasurer Telephone: (973) 496-5285 Fax: (973) 496-5852 (c) If to the Trustee, to: The Bank of New York Mellon Trust Company, N.A. 2 North LaSalle Street, Suite 1020 Chicago, IL 60602 Attention: Corporate Trust/Structured Finance...

Page 417
... that CPF has pledged all of its rights under this Agreement to the Trustee on behalf of the Group I Secured Parties pursuant to the Indenture. 17. GOVERNING LAW . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE...

Page 418
... Title: Executive Vice President, Chief Financial Officer and Treasurer BUDGET TRUCK RENTAL LLC By: /s/ David B. Wyshner Name: David B. Wyshner Title: Executive Vice President, Chief Financial Officer and Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity...

Page 419
... such motor vehicle in accordance with the terms and conditions of the Group I Related Documents (as defined in that certain Amended and Restated Administration Agreement (Group I), dated as of March 9, 2010, by and among Centre Point Funding, LLC, BTR, and The Bank of New York Mellon Trust Company...

Page 420
...on its behalf by its duly authorized officer this 9th day of March, 2010. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Name: Title: State of County of ) ) Subscribed and sworn before me, a notary public, in and for said county and state, this 9th day of March, 2010. Notary Public

Page 421
Exhibit 10.86(a) AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AGREEMENT (GROUP I) dated as of March 9, 2010 among CENTRE POINT FUNDING, LLC, as Lessor, BUDGET TRUCK RENTAL LLC, as Administrator as Lessee and AVIS BUDGET CAR RENTAL, LLC, as Guarantor A S SET FORTH IN S ECTION 23 HEREOF ,...

Page 422
... to Cause Group I Trucks to be Sold 2.7. Conditions to Each Lease of Group I Trucks TERM 3.1. Vehicle Term 3.2. Term RENT AND CHARGES 4.1. Payment of Rent 4.2. Net Lease INSURANCE 5.1. Personal Injury and Damage 5.2. Delivery of Certificate of Insurance 5.3. Changes in Insurance Coverage RISK OF...

Page 423
13. GROUP I TRUCK USAGE GUIDELINES AND RETURN; TRUCK SPECIAL DAMAGE PAYMENTS 13.1. Usage 13.2. Truck Special Damage Payments DISPOSITION PROCEDURE ODOMETER DISCLOSURE REQUIREMENT GENERAL INDEMNITY 16.1. Indemnity by the Lessee and the Guarantor 16.2. Reimbursement Obligation by the Lessee and the ...

Page 424
...; Enforceability 25.3. Compliance 25.4. Financial Information; Financial Condition 25.5. Litigation 25.6. Liens 25.7. Employee Benefit Plans 25.8. Investment Company Act 25.9. Regulations T, U and X 25.10. Jurisdiction of Organization; Principal Places of Business Locations 25.11. Taxes 25.12...

Page 425
...SUBMISSION TO JURISDICTION GOVERNING LAW JURY TRIAL NOTICES LIABILITY HEADINGS EXECUTION IN COUNTERPARTS EFFECTIVE DATE NO RECOURSE ...Business Locations Information Relating to Group I Trucks Information Relating to Additional Group I Trucks Form of Power of Attorney Form of Sublease Termination Value...

Page 426
... Motor Vehicle Operating Lease Agreement (Group I) (this " Agreement "), dated as of March 9, 2010, is made by and among CENTRE POINT FUNDING, LLC (" CPF ") (f/k/a Budget Truck Funding, LLC), a Delaware limited liability company (the " Lessor "), BUDGET TRUCK RENTAL LLC, a Delaware limited liability...

Page 427
York Trust Company, N.A.), as Trustee, as such Definitions List may from time to time be amended in accordance with the Base Indenture. The Base Indenture and each related Group I Series Supplement are referred to herein as the " Indenture ". 2. GENERAL AGREEMENT . (a) The Lessee and the Lessor ...

Page 428
... 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 any Permitted Sublessee pursuant to any Sublease; (vi) all additional property that may from time to time...

Page 429
... 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 Group I Trucks . From time to time, subject to the terms and provisions...

Page 430
... 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 Group I Truck, the Lessor or its agent shall pay or cause to be paid to the related manufacturer the costs and...

Page 431
... or (ii) the fair market value of such Group I 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...

Page 432
... shall return such Group I Truck or Group I Trucks 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 Group I Trucks . The agreement of the Lessor to make available any Group...

Page 433
... . 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 Group I Truck leased...

Page 434
... 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...

Page 435
... acceptance, rejection, ownership, delivery, leasing, subleasing, possession, use, inspection, registration, operation, condition, maintenance, repair, storage, sale, return or other disposition of such Group I Truck, howsoever arising. 6.2. Casualty . If a Group I Truck becomes a Casualty, then the...

Page 436
... 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 Group I Trucks shall be located in the United States. The Administrator shall promptly and duly execute, deliver, file and record all such documents, statements...

Page 437
... 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 Group I Trucks at the location where such Group I Trucks are normally domiciled. Further, the Lessee will, during normal business hours...

Page 438
...REPAIRS . The Lessee shall pay for all maintenance and repairs to keep Group I Trucks in good working order and condition, and the Lessee will maintain the Group I Trucks as required in order to keep the manufacturer's warranty in force. The Lessee will return Group I Trucks to a facility authorized...

Page 439
... Vehicle Term for such Group I Truck, shall have the right to make any claims under such warranty which the Lessor could make. 13. GROUP I TRUCK USAGE GUIDELINES AND RETURN; TRUCK SPECIAL DAMAGE PAYMENTS . 13.1. Usage . As used herein " Truck Turn-In Condition Standard " with respect to each Group...

Page 440
... against or payable by the Lessor or otherwise, with respect to any Group I Truck leased hereunder or the acquisition, purchase, sale, rental, delivery, use, operation, control, ownership or disposition of any such Group I Truck or measured in any way by the value thereof or by the business of, 15

Page 441
... the United States federal government other than such a tax imposed as a result of a change in law enacted (including new interpretations thereof), adopted or promulgated after the Initial Group I Closing Date or, if later, the date the Trustee acquires its interest in (A) the Group I Trucks leased...

Page 442
... this Agreement and any other Applicable Related Documents with respect to any Group I Series of Notes and all indemnification obligations of the Lessor under the Applicable Related Documents with respect to any Group I Series of Notes; and 16.1.6. all costs, fees, expenses, damages and liabilities...

Page 443
...the Lessor and the consent of the Required Noteholders of each Group I 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 Group I Trucks under the terms of its normal daily rental programs and may 18

Page 444
... (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...

Page 445
..., 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 each Group I Series of Notes was...

Page 446
... time of any sale of Group I Trucks at least five days prior to the proposed sale, which shall be deemed commercially reasonable, and the Lessee may purchase such Group I Truck(s) at the sale. Each and every power and remedy hereby specifically given to the Lessor and the Trustee will be in addition...

Page 447
... by the Lessor in connection with such sale or disposition, including any reasonable costs associated with repairing any Group I 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, 22

Page 448
...purchases any such Group I 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 as of the date hereof and as of each Series Closing Date with respect to a Group I Series of Notes, under...

Page 449
..., 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...

Page 450
... 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 ...) 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) ...

Page 451
...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...

Page 452
... 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...

Page 453
... taken all necessary limited liability company action to authorize it to execute, deliver and perform this Agreement and each of the other Applicable Related Documents with respect to each Group I Series of Notes to which it is a party in accordance with their respective terms, and to consummate the...

Page 454
...Trucks leased hereunder. All Vehicle Perfection and Documentation Requirements with respect to all Group I 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 such Series...

Page 455
... 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 or the immediately preceding Series Closing Date with respect to a Group I Series of Notes, as applicable...

Page 456
... 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...

Page 457
... Obligation that could have a Material Adverse Effect. 25.19. No Adverse Change . Since December 31, 2009, (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...

Page 458
... 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 limited liability company in each jurisdiction where the nature of its...

Page 459
... 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 Group I Trucks that are subject to this Agreement (a) vehicle liability insurance to the full...

Page 460
... 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 Group I Trucks leased hereunder or the condition or operations, financial or otherwise, of the Guarantor, the Lessee or the Administrator as the...

Page 461
... letter and relating to such Person. 26.8. Maintenance of the Group I Trucks . Maintain and cause to be maintained in good repair, working order and condition all of the Group I Trucks leased in accordance with its ordinary business practices with respect to all other vehicles owned or leased by it...

Page 462
... the terms of any Applicable 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 Applicable Related Documents with respect to each Group I Series of...

Page 463
... 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 Group I Truck over the Termination Value...

Page 464
... foregoing sentence shall be sent to the following addresses: TRUSTEE : The Bank of New York Mellon Trust Company, N.A. 2 N. LaSalle Street, Suite 1020 Chicago, IL 60602 Attention: Corporate Trust/Structured Finance Telephone: (312) 827-8570 Fax: (312) 827-8562 Centre Point Funding, LLC 39 LESSOR :

Page 465
... Administrator: Budget Truck Rental LLC 6 Sylvan Way Parsippany, NJ 07054...Agreement are solely the corporate obligations of the Lessor. No recourse shall be had for the payment of any obligation or claim arising out of or based upon this Agreement against any shareholder, partner, employee, officer...

Page 466
... in addition to the rights assigned to it pursuant to Section 23 hereof, shall be deemed an intended third party beneficiary to this Agreement and ...the Noteholders of each Group I Series of Notes shall be deemed intended third party beneficiaries to this Agreement and the transactions contemplated hereby...

Page 467
... above written. LESSOR : CENTRE POINT FUNDING, LLC By: /s/ David B. Wyshner Name: David B. Wyshner Title: Executive Vice President, Chief Financial Officer and Treasurer Address: 6 Sylvan Way Parsippany, NJ Attention: Telephone: Fax: LESSEE : BUDGET TRUCK RENTAL LLC By: /s/ David B. Wyshner Name...

Page 468
ADMINISTRATOR : BUDGET TRUCK RENTAL LLC By: /s/ David B. Wyshner Name: David B. Wyshner Title: Executive Vice President, Chief Financial Officer and Treasurer Address: 6 Sylvan Way Parsippany, NJ Attention: Telephone: Fax: GUARANTOR : AVIS BUDGET CAR RENTAL, LLC By: /s/ Rochelle Tarlowe Name: ...

Page 469
..., among Avis Budget Holdings, LLC, as borrower, ABCR, the subsidiary borrowers referred to therein, the several lenders referred to therein, JPMorgan Chase Bank, N.A. as administrative agent, Deutsche Bank Securities Inc. as syndication agent, each of Bank of America, N.A., Calyon New York Branch...

Page 470
... set forth in Section 1 . " Initial Acquisition Cost " has the meaning set forth in Section 2.3 . " Initial Group I Closing Date " means the Series Closing Date for the Rental Truck Asset Backed Notes, Series 2006-1. " Lease Event of Default " has the meaning set forth in Section 18.1 . " Lessee...

Page 471
... respect to this Agreement and the Group I Series of Notes. " Term " has the meaning set forth in Section 3.2 . " Truck Funding Date " has the meaning set forth in Section 3.1 . " Truck Special Damage Payments " has the meaning set forth in Section 13.2 . " Truck Turn-In Condition Standard " has the...

Page 472
Schedule 25.5 Litigation [ATTACHED]

Page 473
Schedule 25.10 Jurisdiction of Organization and Prior Business Locations [ATTACHED]

Page 474
Attachment A Information Relating to Group I Trucks [ATTACHED]

Page 475
Attachment B Information Related to Additional Group I Trucks MODEL VIN MODEL YEAR MANUFACTURER ORIGINAL CAPITALIZED COST INITIAL PURCHASE NBV CLASS

Page 476
... and (vi) upon the sale of any such motor vehicle pursuant to the Amended and Restated Master Motor Vehicle Operating Lease Agreement (Group I), dated as of March 9, 2010, among CPF, BTR, and Avis Budget Car Rental, LLC, in accordance with the terms and conditions thereof, releasing the lien of...

Page 477
... on its behalf by its duly authorized officer this 9th day of March, 2010. CENTRE POINT FUNDING, LLC By: Name: Title: State of _____ ) County of _____ ) Subscribed and sworn before me, a notary public, in and for said county and state, this day of 20 . Notary Public My Commission Expires:_____ 2

Page 478
ATTACHMENT D FORM OF AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING SUBLEASE AGREEMENT (GROUP I) dated as of March 9, 2010 between [â€¢], the Sublessee, and BUDGET TRUCK RENTAL LLC, the Sublessor A S SET FORTH IN S ECTION 18 HEREOF , S UBLESSOR HAS ASSIGNED TO CPF ( AS DEFINED HEREIN ) AND CPF ...

Page 479
... and Avis Budget Car Rental, LLC (the " Guarantor ") are parties to an Amended and Restated Master Motor Vehicle Operating Lease Agreement (Group I), dated as of March 9, 2010 (as amended, modified or supplemented from time to time in accordance with its terms, the " Group I CPF Lease "), pursuant...

Page 480
...obligations or liabilities and (c) 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 Sublessee pursuant to the Sublessee Agreements; (ii) all Group I CPF Trucks subleased by...

Page 481
... all monies due in respect of such Group I CPF Trucks, whether payable as the purchase price of such Group I CPF Trucks, as auction sales proceeds, or as fees, expenses, costs, indemnities, insurance recoveries, or otherwise; (iv) all payments under insurance policies (whether or not the Sublessor...

Page 482
... to this Agreement in its daily domestic vehicle rental business; (ii) it will take all actions within its power, and use its best efforts, to permit the Sublessor to perform all of the Sublessor's obligations under, and comply with all of the terms and conditions of, the Group I CPF Lease and, if...

Page 483
... CPF TRUCKS, THAT SUCH GROUP I CPF TRUCKS ARE IN GOOD ORDER AND CONDITION AND ARE OF THE MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY SELECTED BY THE SUBLESSEE, THAT THE SUBLESSEE IS SATISFIED THAT THE SAME ARE SUITABLE FOR THIS USE AND THAT THE SUBLESSOR IS A MANUFACTURER OR ENGAGED IN THE SALE...

Page 484
... 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 Sublessee takes action in violation of this Section 10, the Sublessor agrees, for the benefit of the Secured Parties, that it shall file an answer...

Page 485
... communications delivered pursuant to the foregoing sentence shall be sent to the following addresses: SUBLESSEE Attention: [_____] Telephone: [_____] Fax: [_____] Budget Truck Rental LLC 6 Sylvan Way Parsippany, New Jersey 07054 Attention: Treasurer Telephone: (973) 496-5285 Fax: (973) 496-5852...

Page 486
... to be returned such Group I CPF Truck to the Sublessor or to such other Person as the Sublessor directs. 56. TITLE TO VEHICLES. The Sublessee, by its execution hereof, acknowledges and agrees that (i) this is an agreement to sublease only and title to Group I CPF Trucks will at all times remain in...

Page 487
... to any other party or (ii) sublease any of the Group I CPF Trucks it subleases hereunder to any other party; provided that it may rent such Group I CPF Trucks to customers as a part of its daily rental business. 63. THIRD-PARTY BENEFICIARY. The parties hereto agree that each of CPF and the Trustee...

Page 488
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. SUBLESSOR : BUDGET TRUCK RENTAL LLC By: Name: [ SUBLESSEE : [ By: Name: [ ] ] ]

Page 489
ATTACHMENT E Termination Value Curve Schedule [ATTACHED]

Page 490
Exhibit 10.86(b) AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AGREEMENT (GROUP I) dated as of December 3, 2010 between CENTRE POINT FUNDING, LLC, as Lessor, BUDGET TRUCK RENTAL, LLC, as Administrator as Lessee and AVIS BUDGET CAR RENTAL, LLC, as Guarantor

Page 491
... MOTOR VEHICLE OPERATING LEASE AGREEMENT (GROUP I) , dated December 3, 2010 (this " Amendment ") is between CENTRE POINT FUNDING, LLC (" CPF ") (f/k/a Budget Truck Funding, LLC), a Delaware limited liability company (the " Lessor "), BUDGET TRUCK RENTAL LLC, a Delaware limited liability company...

Page 492
... II. Amendments Section 2.1. Amendments to Article 2: General Agreement . (a) Lease of Group I Trucks . Section 2.1 is hereby amended (i) by adding the words "or contributed to Lessor by BRAC to be leased to the Lessee" after the words "each additional Group I Truck purchased by the Lessee as agent...

Page 493
... or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Lease, all of which are hereby ratified and affirmed in all respects by each of the parties hereto and shall continue in full force and effect. Section 3.2. Condition to Effectiveness...

Page 494
... upon this Agreement against any shareholder, partner, employee, officer, director or incorporator of the Lessor. Section 3.10 Trustee Direction . By their respective signatures to their respective acknowledgment and consent hereto, Riverside Funding LLC and Atlantic Asset Securitization LLC hereby...

Page 495
...LESSOR : CENTRE POINT FUNDING, LLC By: /s/ David B. Wyshner Name: David B. Wyshner Title: Executive Vice President, Chief Financial Officer and Treasurer Address: 6 Sylvan Way Parsippany, NJ 07054 Attention: Treasurer Telephone: (973) 496-7312 Fax: (973) 496-5852 LESSEE : BUDGET TRUCK RENTAL, LLC By...

Page 496
... : BUDGET TRUCK RENTAL LLC By: /s/ David B. Wyshner Name: David B. Wyshner Title: Executive Vice President, Chief Financial Officer and Treasurer Address: 6 Sylvan Way Parsippany, NJ 07054 Attention: Treasurer Telephone: (973) 496-5285 Fax: (973) 496-5852 GUARANTOR : AVIS BUDGET CAR RENTAL, LLC By...

Page 497
... FUNDING LLC, as a CP Conduit Purchaser By: /s/ Jill A. Russo Name: Jill A. Russo Title: Vice President DEUTSCHE BANK SECURITIES, INC., as a Funding Agent By: /s/ Amy Jo Pitts Name: Amy Jo Pitts Title: Director By: /s/ Amit Patel Name: Amit Patel Title: Vice President DEUTSCHE BANK AG, New York...

Page 498
... By: /s/ Kostantina Kourmpetis Name: Kostantina Koumpetis Title: Managing Director THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity, but solely as Trustee, as Series 2006-1 Agent and as Securities Intermediary By: /s/ Sally R. Tokich Name: Sally R. Tokich Title: Senior...

Page 499
EXHIBIT A Attachment A Information Relating to Group I Trucks

Page 500
Exhibit B Attachment E Termination Value Curve Schedule

Page 501
... POINT FUNDING, LLC, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS T RUSTEE , S ERIES 2010-1 A GENT AND S ECURITIES I NTERMEDIARY SERIES 2010-1 SUPPLEMENT dated as of March 9, 2010 to AMENDED AND RESTATED BASE INDENTURE dated as of March 9, 2010 Series 2010-1 5.43% Rental Truck...

Page 502
... Series 2010-1 Letters of Credit and Series 2010-1 Cash Collateral Account Series 2010-1 Distribution Account Series 2010-1 Accounts Permitted Investments Series 2010-1 Demand Notes Constitute Additional Collateral for Series 2010-1 Notes ARTICLE V AMORTIZATION EVENTS ARTICLE VI FORM OF SERIES 2010...

Page 503
... Trustee Monthly Noteholders' Statement Indemnification by CPF 41 41 42 42 42 42 42 43 43 43 43 44 44 44 44 44 Form of Series 2010-1 Note Form of Lease Payment Deficit Notice Form of Demand Notice Form of Series 2010-1 Demand Note Form of Series 2010-1 Letter of Credit Form of Monthly Noteholders...

Page 504
... as of March 9, 2010 (this " Series Supplement "), among CENTRE POINT FUNDING, LLC (f/k/a BUDGET TRUCK FUNDING, LLC), a special purpose limited liability company established under the laws of Delaware (" CPF "), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as...

Page 505
... terms of the Base Indenture or any other Applicable Related Document for such Series of Notes. The following shall govern the interpretation and construction of the provisions of this Series Supplement: (i) this Section 1.1(d) is intended to constitute a subordination agreement under New York law...

Page 506
... a day on which banking institutions in New York, New York or the city in which the corporate trust office of the Trustee is located are authorized or obligated by law or executive order to close. " Certificate of Lease Deficit Demand " means a certificate in the form of Annex A to the Series 2010...

Page 507
...the Trucks for the benefit of the Group II Secured Parties, or the Trustee, is in possession of such Certificate of Title, (iv) is listed on the applicable Eligible Truck Appendix, (v) is leased under the Group II CPF Lease for use by BTR in its daily rental fleet operations in the United States and...

Page 508
...Control Agreement " means the agreement among CPF, The Bank of New York Mellon Trust Company, N.A., as securities intermediary, and the Trustee, dated as of March 9, 2010, relating to the Group II Collection Account, as amended, modified or supplemented from time to time in accordance with its terms...

Page 509
... (and which may include additional parties thereto), as amended, modified or supplemented from time to time in accordance with its terms. " Group II Nominee Lienholder " means, with respect to the Series 2010-1 Notes, a Person as to whom the Rating Agency Condition is satisfied with respect to...

Page 510
... Value of such Group II CPF Trucks on the dates of their respective sales. " Monthly Principal Payment Amount " is defined in Section 4.5(a). " Moody's " means Moody's Investors Service. " Non-Group II Collateral " is defined in Section 1.1(d). " Outstanding " means, with respect to the Series 2010...

Page 511
... liability in respect of any failure to pay any demand under its Series 2010-1 Letter of Credit). " Record Date " means, with respect to each Distribution Date, the immediately preceding Business Day. " Series Supplement " is defined in the recitals hereto. " Series 2010-1 Accounts " means the Group...

Page 512
...there exists a Series 2010-1 Lease Interest Payment Deficit, an amount equal to the product of (x) the fees due and payable to the Group II Back-up Administrator pursuant to the terms of the Group II Back-up Administration Agreement and (y) the Series 2010-1 Invested Percentage (as used with respect...

Page 513
...which there exists a Series 2010-1 Lease Interest Payment Deficit, an amount equal to the product of (x) the fees due and payable to the Group II Disposition Agent pursuant to the terms of the Group II Disposition Agent Agreement and (y) the Series 2010-1 Invested Percentage (as used with respect to...

Page 514
... short-term senior unsecured debt rating of "P-1" from Moody's that is (a) a commercial bank having total assets in excess of $500,000,000, (b) a finance company, insurance company or other financial institution that in the ordinary course of business issues letters of credit and has total assets in...

Page 515
... Series Supplement on account of such Series 2010-1 Lease Principal Payment Deficit. " Series 2010-1 Lease Principal Payment Deficit " means on any Distribution Date the sum of (a) the Series 2010-1 Monthly Lease Principal Payment Deficit for such Distribution Date and (b) the Series 2010-1 Lease...

Page 516
... to the product of (A) one-twelfth of the Series 2010-1 Note Rate and (B) the Series 2010-1 Invested Amount on the first day of such Series 2010-1 Interest Period, after giving effect to any principal payments made on such date. " Series 2010-1 Monthly Lease Principal Payment Deficit " means on any...

Page 517
... to the Series 2010-1 Principal Subaccount during the Related Month minus (y) the Series 2010-1 CPF Principal Allocation Amount as of such Determination Date. " Series 2010-1 Other Account Collateral " is defined in Section 4.9(d). " Series 2010-1 Overcollateralization Amount " means (i) as of...

Page 518
..., the Group II Collection Account Control Agreement, any agreements relating to the issuance or the purchase of any Series 2010-1 Notes, any Enhancement Agreements for Series 2010-1 Enhancement, the Group II CPF Lease and the Supplemental Documents relating to the Group II CPF Lease. " Series 2010...

Page 519
... Available Reserve Account Amount) on such Distribution Date plus (b) the Demand Note Preference Payment Amount. " Series 2010-1 Reserve Account " is defined in Section 4.7(a). " Series 2010-1 Reserve Account Collateral " is defined in Section 4.7(d). " Series 2010-1 Reserve Account Surplus " means...

Page 520
... due to CPF under or in connection with such Group II CPF Agreements, whether payable as rent, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of such Group II CPF Agreements or otherwise, all security for amounts payable thereunder and all rights, remedies, powers...

Page 521
... sale or other proceeds from the disposition of Group II CPF Trucks, including all monies due in respect of Group II CPF Trucks, whether payable as the purchase price of Group II CPF Trucks or as related fees, expenses, costs, indemnities, insurance recoveries or otherwise; (vi) any payments under...

Page 522
... to the Group II Collection Account. On each Business Day on which Collections are deposited into the Group II Collection Account (each such date, a " Series 2010-1 Deposit Date "), the Administrator shall direct the Trustee in writing pursuant to the Group II Administration Agreement to allocate...

Page 523
... the Series 2010-1 Rapid Amortization Period. (c) Past Due Rental Payments . Notwithstanding Section 4.2(a), if after the occurrence of a Series 2010-1 Lease Payment Deficit, the Lessee shall make payments of Monthly Base Rent or other amounts payable by the Lessee under the Group II CPF Lease on...

Page 524
... Business Day after the occurrence of such Series 2010-1 Lease Payment Deficit (a " Past Due Rent Payment "), the Administrator shall direct the Trustee in writing pursuant to the Group II Administration Agreement to allocate to the Series 2010-1 Collection Account an amount equal to the Series 2010...

Page 525
... p.m. (New York City time) on the Business Day immediately preceding each Distribution Date, the Administrator shall notify the Trustee of the amount of any Series 2010-1 Lease Payment Deficit, such notification to be in the form of Exhibit B to this Series Supplement (each a " Lease Payment Deficit...

Page 526
...-1 Letters of Credit, if any, and, the Trustee shall, by 5:00 p.m. (New York City time) on such Business Day, draw an amount (identified by the Administrator) equal to the least of (i) such Series 2010-1 Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of (A) the amounts described...

Page 527
...Monthly Principal Payments . On each Determination Date, the Administrator shall instruct the Trustee and the Paying Agent in writing pursuant to the Group II Administration Agreement and in accordance with this Section 4.5 as to (i) the amount allocated to the Series 2010-1 Notes during the Related...

Page 528
...no Series 2010-1 Lease Principal Payment Deficit on such Distribution Date) will be greater than zero and there are any Series 2010-1 Letters of Credit on such date or amounts on deposit in the Series 2010-1 Cash Collateral Account, prior to 10:00 a.m. (New York City time) on the second Business Day...

Page 529
... Series 2010-1 Cash Collateral Percentage on such Business Day of the aggregate amount that the Demand Note Issuer failed to pay under the Series 2010-1 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (y) the Series 2010-1 Available Cash Collateral Account...

Page 530
...Series 2010-1 Cash Collateral Account, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to the Series 2010-1 Termination Date, the Administrator shall instruct the Trustee in writing to deliver a Demand Notice to the Demand Note Issuer for payment under the Series 2010...

Page 531
... the Series 2010-1 Cash Collateral Percentage on such Business Day of the amount that the Demand Note Issuer failed to pay under the Series 2010-1 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (y) the Series 2010-1 Available Cash Collateral Account Amount...

Page 532
..., financial asset, security, instrument or cash) credited to the Series 2010-1 Reserve Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued by...

Page 533
..., financial asset, security, instrument or cash) credited to the Series 2010-1 Reserve Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued by...

Page 534
...or the funds on deposit therein from time to time; (v) all investments made at any time and from time to time with monies in the Series 2010-1 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (vi) all...

Page 535
... asset, security, instrument or cash) credited to the Series 2010-1 Cash Collateral Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued...

Page 536
... is no longer a Qualified Institution or the credit rating of any securities issued by such depository institution or trust company shall be reduced to below "Baa3" by Moody's, then CPF shall, within 30 days of such reduction, establish a new Series 2010-1 Cash Collateral Account with a 33

Page 537
..., the Series 2010-1 Cash Collateral Account shall be established with The Bank of New York Mellon Trust Company, N.A.; provided that if the Series 2010-1 Cash Collateral Account is established with any other institution, CPF shall cause such institution to enter into an agreement in form and...

Page 538
...00 noon (New York City time) on such Business Day draw an amount equal to the lesser of (i) the excess of the Series 2010-1 Demand Note Payment Amount over the Series 2010-1 Available Reserve Account Amount (prior to giving effect to any transfer to the Series 2010-1 Cash Collateral Account pursuant...

Page 539
...Account. Initially, the Series 2010-1 Distribution Account shall be established with The Bank of New York Mellon Trust Company, N.A.; provided that if the Series 2010-1 Distribution Account is established with any other institution, CPF shall cause such institution to enter into an agreement in form...

Page 540
... 2010-1 Distribution Account, the Series 2010-1 Collection Account, the Series 2010-1 Principal Subaccount and the Series 2010-1 Accrued Interest Account; (ii) that its jurisdiction as securities intermediary is New York; (iii) that each item of property (whether investment property, financial asset...

Page 541
... in the Series 2010-1 Accounts to be invested in: (a) Permitted Investments that do not mature at least one Business Day before the next Distribution Date; (b) demand deposits, time deposits or certificates of deposit with a maturity in excess of 360 days; (c) commercial paper which is not rated...

Page 542
... two (2) Business Day period such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Series 2010-1 Related Documents; (c) the Collection Account, the Group II Collection Account, the Series 2010-1 Collection Account, the Series 2010-1 Principal...

Page 543
... sale of Group II CPF Trucks to third parties in an amount sufficient to pay all interest and principal on the Series 2010-1 Notes. ARTICLE VI FORM OF SERIES 2010-1 NOTES Section 6.1 Restricted Global Series 2010-1 Notes . The Series 2010-1 Notes to be issued in the United States will be issued in...

Page 544
... A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Form of Series 2010-1 Note Form of Lease Payment Deficit Notice Form of Demand Notice Form of Series 2010-1 Demand Note Form of Series 2010-1 Letter of Credit Form of Monthly Noteholders' Statement Section 7.4 Ratification of Base Indenture...

Page 545
... of the Series 2010-1 Demand Notes after such reduction or forgiveness is less than the Series 2010-1 Letter of Credit Liquidity Amount. CPF shall not agree to any amendment of the Series 2010-1 Demand Notes without first satisfying the Rating Agency Condition with respect to the Series 2010-1 Notes...

Page 546
...-1 Collateral has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing CPF as debtor covering all or any part of the Series 2010-1 Collateral is on file or of record in any jurisdiction, except such as...

Page 547
... shall hold the Series 2010-1 Demand Note and any other Series 20101 Collateral in the State of New York. Section 7.17 Monthly Noteholders' Statement . In addition to their obligations hereunder, CPF and the Administrator shall furnish to the Paying Agent a Monthly Noteholders' Statement pursuant...

Page 548
... the extent such loss, liability, expense, damage or injury resulted from the negligence, bad faith or willful misconduct of such Company Indemnified Person or its officers, directors, agents, principals, employees or employers or includes any Excluded Taxes; provided , that any payments made by CPF...

Page 549
...CENTRE POINT FUNDING, LLC, as Issuer By: /s/ David B. Wyshner Name: David B. Wyshner Title: Executive Vice President, Chief Financial Officer and Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity, but solely as Trustee, as Series 2010-1 Agent and as Securities...

Page 550
... ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF CENTRE POINT FUNDING, LLC (THE "COMPANY") THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND...

Page 551
... SUCCESSOR CLEARING AGENCY. UNLESS THIS SERIES 2010-1 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), TO CENTRE POINT FUNDING, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SERIES 20101 NOTE ISSUED IS REGISTERED IN THE NAME OF...

Page 552
EXHIBIT A to Series 2010-1 Supplement CENTRE POINT FUNDING, LLC SERIES 2010-1 5.43% RENTAL TRUCK ASSET BACKED NOTE CENTRE POINT FUNDING, LLC, a Delaware limited liability company (herein referred to as the " Company "), for value received, hereby promises to pay to CEDE & CO., or registered assigns,...

Page 553
...in facsimile, by its Authorized Officer. Date: CENTRE POINT FUNDING, LLC By: Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Series 2010-1 Notes of a series issued under the within-mentioned Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized...

Page 554
... The Bank of New York Mellon Trust Company, N.A., as Series 2010-1 Agent and Securities Intermediary. The Base Indenture and the Series 2010-1 Supplement are referred to herein as the " Indenture ". The Series 2010-1 Notes are subject to all terms of the Indenture. All terms used in this Series 2010...

Page 555
... United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Applicable Related Documents with respect to any Series of Notes. Prior to the due presentment for registration of transfer of this Series 2010-1 Note, the Company...

Page 556
...amount of Notes represented by this Series 2010-1 Note credited to the securities accounts of such holders of Notes. Any statement issued by Euroclear or Clearstream to any holder relating to a specified Note or Notes credited to the securities account of such holder and stating the principal amount...

Page 557
EXHIBIT A to Series 2010-1 Supplement such holder's securities account with Euroclear or Clearstream without the production of this Series 2010-1 Note.] 1 1 Include in Regulation S Global Note only.

Page 558
EXHIBIT A to Series 2010-1 Supplement SCHEDULE A SCHEDULE OF EXCHANGES IN GLOBAL NOTE The following exchanges of a part of this Global Note have been made: Principal amount Amount of decrease in principal amount of this Global Note Amount of increase in principal amount of this Global Note of this ...

Page 559
EXHIBIT A to Series 2010-1 Supplement ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee _____ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____ (name and address of assignee) the within Series 2010-1 Note and all rights thereunder, ...

Page 560
...B to Series 2010-1 Supplement FORM OF LEASE PAYMENT DEFICIT NOTICE [DATE] The Bank of New York Mellon Trust Company, N.A., as Trustee 2 North LaSalle Street Chicago, IL 60602 Attn: Corporate Trust Officer Reference is made to the Series 2010-1 Supplement, dated as of March 9, 2010 (the " Series 2010...

Page 561
... 2010-1 Supplement FORM OF DEMAND NOTICE [DATE] [Insert Demand Note Issuer] Ladies and Gentlemen: Reference is made to the Series 2010-1 Supplement, dated as of March 9, 2010 (the " Series 2010-1 Supplement "), among CENTRE POINT FUNDING, LLC (" CPF ") and The Bank of New York Mellon Trust Company...

Page 562
EXHIBIT D to Series 2010-1 Supplement DEMAND NOTE (Series 2010-1) New York, New York ], 20[ ] $[ ] [ FOR VALUE RECEIVED, the undersigned, Budget Rent A Car System, Inc., a Delaware corporation (the " Demand Note Issuer "), promises to pay to the order of CENTRE POINT FUNDING, LLC, a Delaware ...

Page 563
... Default Rate (as defined below) until paid. Default . (a) If the Demand Note Issuer shall fail to pay any principal or other amounts on the date of written demand for payment; provided that such demand is made prior to 2:00 p.m. (New York City time) on a Business Day, or on the next Business Day if...

Page 564
... THE STATE OF NEW YORK. No Negotiation . This Demand Note is not negotiable other than to the Trustee for the benefit of the Secured Parties under the Series 2010-1 Supplement. The parties intend that this Demand Note will be pledged by the initial Holder to the Trustee for the benefit of the Group...

Page 565
... D to Series 2010-1 Supplement IN WITNESS WHEREOF, the undersigned has executed this Demand Note or caused this Demand Note to be duly executed by its officer thereunto duly authorized as of the day and year first above written. BUDGET RENT A CAR SYSTEM, INC. By: Name: Title: ENDORSEMENT Pay to the...

Page 566
EXHIBIT D to Series 2010-1 Supplement PAYMENT GRID Outstanding Principal Amount Amount of Principal Payment Principal Balance Notation Made By Date

Page 567
...[ The Bank of New York Mellon Trust Company, N.A., as Trustee 2 North LaSalle Street, 10 th Floor Chicago, Illinois 60602 Dear Sir or Madam: The undersigned (" Series 2010-1 Letter of Credit Provider ") hereby establishes, at the request and for the account of Avis Budget Car Rental, LLC, a Delaware...

Page 568
... Any payments made by the Series 2010-1 Letter of Credit Provider shall be paid from funds of the Series 2010-1 Letter of Credit Provider. " Business Day " means any day other than a Saturday, Sunday or other day on which banks are required or authorized by law to close in New York City, New York or...

Page 569
... funds available by 4:00 p.m. (New York City time) on the same Business Day in accordance with your payment instructions. If the Series 2010-1 Letter of Credit Provider receives any Demand as herein provided on or prior to the termination hereof, all in conformity with the terms and conditions of...

Page 570
... calculation shall not in any manner reduce the undersigned's actual liability in respect of any failure to pay any Lease Deficit Demand, Unpaid Demand Note Demand, Termination Demand or Termination Date Demand). This Series 2010-1 Letter of Credit is transferable in its entirety to any transferee...

Page 571
... Uniform Commercial Code as in effect in the State of New York. Communications with respect to this Series 2010-1 Letter of Credit shall be addressed to us at [ specifically referring to the number of this Letter of Credit. For telephone assistance, please contact [ of Credit number available. Very...

Page 572
... product of (i) the Series 2010-1 Letter of Credit Provider's Pro Rata Share as of the date hereof and (ii) the least of (x) the Series 2010-1 Lease Interest Payment Deficit on the related Distribution Date, (y) the excess, if any, of the sum of (1) the Series 2010-1 Monthly Interest for the Series...

Page 573
... to the related other Series 2010-1 Letter of Credit Providers' Pro Rata Share of the amount to be drawn on the Series 2010-1 Letters of Credit pursuant to Section 4.3(d) and/or 4.5(c)(ii) of the Series 2010-1 Supplement on the date hereof. 4. The Series 2010-1 Lease Payment Deficit is attributable...

Page 574
...the " Indenture "), dated as of March 9, 2010, among CPF, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2010-1 Agent and Securities Intermediary. The undersigned, a duly authorized officer of the Trustee, hereby certifies to the Series 2010-1 Letter of Credit Provider as...

Page 575
Annex B an amount equal to the amount paid by the Series 2010-1 Letter of Credit Provider in respect of such draw. IN WITNESS WHEREOF, the Trustee has executed and delivered this certificate on this [ as Trustee By: Name: Title: Page 2 day of , ], .

Page 576
...the " Indenture "), dated as of March 9, 2010, among CPF, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2010-1 Agent and Securities Intermediary. The undersigned, a duly authorized officer of the Trustee, hereby certifies to the Series 2010-1 Letter of Credit Provider as...

Page 577
Annex C IN WITNESS WHEREOF, the Trustee has executed and delivered this certificate on this [ as Trustee By: Name: Title: Page 2 day of , ], .

Page 578
... to the related other Series 2010-1 Letter of Credit Providers' Pro Rata Share of the lesser of (x) the excess of the Series 2010-1 Demand Note Payment Amount over the Series 2010-1 Available Reserve Account Amount (prior to giving effect to any transfer to the Series 2010-1 Cash Collateral Account...

Page 579
... Trustee and payment date] 5. The Trustee acknowledges that, pursuant to the terms of the Series 2010-1 Letter of Credit, upon the Series 2010-1 Letter of...reduced to zero and the Series 2010-1 Letter of Credit shall terminate and be immediately returned to the Series 2010-1 Letter of Credit Provider...

Page 580
..., among CPF, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2010-1 Agent and Securities Intermediary. The undersigned, a duly authorized officer of Avis Budget Car Rental, LLC ("ABCR"), hereby certifies to the Series 2010-1 Letter of Credit Provider as follows: $[ 1. As...

Page 581
..., . AVIS BUDGET CAR RENTAL, LLC By: Name: Title: Acknowledged and Agreed: The undersigned hereby acknowledges receipt of the Reimbursement Amount (as defined above) in the amount set forth above and agrees for the benefit of the Trustee that the undersigned's Letter of Credit Amount is in an amount...

Page 582
...Indenture "), dated as of March 9, 2010, among CPF, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2010-1 Agent and Securities Intermediary. The undersigned, duly authorized officer of the Trustee, hereby certifies to the Series 2010-1 Letter of Credit Provider as follows...

Page 583
Annex F IN WITNESS WHEREOF, a duly authorized officer of the Trustee has executed and delivered this certificate on behalf of the Trustee on this day of . [ as Trustee By: Name: Title: Page 2 ],

Page 584
... to these instructions, please advise the Transferee of the terms and conditions of this transferred Credit and these instructions. is for the account of the Applicant who agrees to pay you on demand any expense or cost you may incur Payment of transfer fee of U.S $ in connection with the transfer...

Page 585
...(s) is/are authorized to execute this agreement. We attest that the individual, company or entity has been identified by us in compliance with USA PATRIOT Act procedures of our bank. (Print Name of Bank) (Telephone Number/Fax Number) (Address of Bank) (City, State, Zip Code) (Print Name and Title...

Page 586
EXHIBIT F to Series 2010-1 Supplement Form of Monthly Noteholders Statement [ATTACHED]

Page 587
...POINT FUNDING, LLC, a special purpose limited liability company established under the laws of Delaware (" CPF "), BUDGET TRUCK RENTAL LLC, a Delaware limited liability company (" BTR "), as administrator (the " Administrator "), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking...

Page 588
..., information or other materials delivered to CPF under that certain Master Motor Vehicle Operating Lease Agreement (Group II), dated as of March 9, 2010 (the " Group II CPF Lease "), among CPF, as lessor (the " Lessor "), BTR, as lessee (the " Lessee "), and Avis Budget Car Rental, LLC (the...

Page 589
... delivery of any additional information regarding the financial position, results of operations or business of the Lessee, the Guarantor, the Administrator, or CPF as the Trustee may reasonably request, to the extent that such information is available to CPF under the Group II Related Documents or...

Page 590
... to the Trustee of the Officer's Certificate, Opinion of Counsel and copies of such filings, in connection with a change of location or legal name pursuant to Section 8.20 of the Base Indenture; (T) the arrangement for the prompt sale of each Group II CPF Truck returned to CPF pursuant to Section...

Page 591
...Certificate of Title as shall enable the Trustee to comply with this Agreement and the other Group II Related Documents. The Administrator shall promptly report to the Trustee any material failure on its part to hold the Group II Certificates of Title and maintain its records and computer systems as...

Page 592
... the Truck Special Damage Payments applicable to Group II CPF Trucks at the time of their sale, return or other disposition in accordance with the Group II Related Documents pursuant to Section 13.2(a) of the Group II CPF Lease; (E) to make requests for, and to provide a statement documenting...

Page 593
... Truck returned by the Lessee to CPF and sold to third parties; provided , however , that such costs and expenses shall be payable to the Administrator by CPF only to the extent of any excess of the sale price received by CPF for any such Group II CPF Truck over the Termination Value thereof. 6. Use...

Page 594
... with any Group II Related Document or any report, certificate, information or other material provided by the Administrator to the Trustee or the Noteholders of any Group II Series of Notes (including, without limitation, any Daily Report, Monthly Certificate or Monthly Noteholders' Statement...

Page 595
... parties hereto. 12. Term of Agreement; No Resignation; Removal . (a) This Agreement shall continue in force until the termination of the Indenture, the Group II CPF Lease, and the Group II Collection Account Control Agreement, in accordance with their respective terms and the payment in full of all...

Page 596
..., report or other communication given hereunder shall be in writing and addressed as follows: (a) If to CPF, to: Centre Point Funding, LLC 6 Sylvan Way Parsippany, NJ 07054 Attention: Treasurer Telephone: (973) 496-7312 Fax: (973) 496-5852 (b) If to the Administrator, to: Budget Truck Rental LLC...

Page 597
... 496-5852 (c) If to the Trustee, to: The Bank of New York Mellon Trust Company, N.A. 2 North LaSalle Street, Suite 1020 Chicago, IL 60602 Attention: Corporate Trust/Structured Finance Telephone: (312) 827-8570 Fax: (312) 827-8562 or to such other address as any party shall have provided to the other...

Page 598
... that CPF has pledged all of its rights under this Agreement to the Trustee on behalf of the Group II Secured Parties pursuant to the Indenture. 17. GOVERNING LAW . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE...

Page 599
... Title: Executive Vice President, Chief Financial Officer and Treasurer BUDGET TRUCK RENTAL LLC By: /s/ David B. Wyshner Name: David B. Wyshner Title: Executive Vice President, Chief Financial Officer and Treasurer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity...

Page 600
...upon the sale of any such motor vehicle in accordance with the terms and conditions of the Group II Related Documents (as defined in that certain Administration Agreement (Group II), dated as of March 9, 2010, by and among Centre Point Funding, LLC, BTR, and The Bank of New York Mellon Trust Company...

Page 601
... its behalf by its duly authorized officer this 9th day of March, 2010. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Name: Title: State of County of ) ) Subscribed and sworn before me, a notary public, in and for said county and state, this 9th day of March, 2010. Notary Public

Page 602
Exhibit 10.89 MASTER MOTOR VEHICLE OPERATING LEASE AGREEMENT (GROUP II) dated as of March 9, 2010 among CENTRE POINT 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 ...

Page 603
... to Cause Group II Trucks to be Sold 2.7. Conditions to Each Lease of Group II Trucks TERM. 3.1. Vehicle Term 3.2. Term RENT AND CHARGES 4.1. Payment of Rent 4.2. Net Lease INSURANCE 5.1. Personal Injury and Damage 5.2. Delivery of Certificate of Insurance 5.3. Changes in Insurance Coverage RISK OF...

Page 604
... Measure of Damages 18.6. Application of Proceeds 18.7. Special Default CERTIFICATION OF TRADE OR BUSINESS USE SURVIVAL TITLE GUARANTY 22.1. Guaranty 22.2. Scope of Guarantor's Liability 22.3. Lessor's Right to Amend this Agreement, Etc. 22.4. Waiver of Certain Rights by Guarantor 22.5. Guarantor to...

Page 605
...; Enforceability 25.3. Compliance 25.4. Financial Information; Financial Condition 25.5. Litigation 25.6. Liens 25.7. Employee Benefit Plans 25.8. Investment Company Act 25.9. Regulations T, U and X 25.10. Jurisdiction of Organization; Principal Places of Business Locations 25.11. Taxes 25.12...

Page 606
... 38. 39. SUBMISSION TO JURISDICTION GOVERNING LAW JURY TRIAL NOTICES LIABILITY HEADINGS EXECUTION IN COUNTERPARTS EFFECTIVE DATE NO RECOURSE THIRD PARTY BENEFICIARY 37...Prior Business Locations Information Relating to Group II Trucks Form of Power of Attorney Form of Sublease Termination Value Curve...

Page 607
... MOTOR VEHICLE OPERATING LEASE AGREEMENT (GROUP II) This Master Motor Vehicle Operating Lease Agreement (Group II) (this " Agreement "), dated as of March 9, 2010, is made by and among CENTRE POINT FUNDING, LLC (" CPF "), a Delaware limited liability company (the " Lessor "), BUDGET TRUCK RENTAL LLC...

Page 608
... (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 Group II Trucks which, notwithstanding that this Agreement and any...

Page 609
... 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 any Permitted Sublessee pursuant to any Sublease; (vi) all additional property that may from time to time...

Page 610
...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 Group II Trucks . From time to time, subject to the terms and provisions...

Page 611
...or (ii) the fair market value of such Group II 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...

Page 612
... return such Group II Truck or Group II Trucks 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 Group II Trucks . The agreement of the Lessor to make available any Group...

Page 613
.... 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 Group II Truck leased...

Page 614
... 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: 8

Page 615
..., rejection, ownership, delivery, leasing, subleasing, possession, use, inspection, registration, operation, condition, maintenance, repair, storage, sale, return or other disposition of such Group II Truck, howsoever arising. 6.2. Casualty . If a Group II Truck becomes a Casualty, then the...

Page 616
... 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 Group II Trucks shall be located in the United States. The Administrator shall promptly and duly execute, deliver, file and record all such documents, statements...

Page 617
... 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 Group II Trucks at the location where such Group II Trucks are normally domiciled. Further, the Lessee will, during normal business hours...

Page 618
... . The Lessee shall pay for all maintenance and repairs to keep Group II Trucks in good working order and condition, and the Lessee will maintain the Group II Trucks as required in order to keep the manufacturer's warranty in force. The Lessee will return Group II Trucks to a facility authorized...

Page 619
... Vehicle Term for such Group II Truck, shall have the right to make any claims under such warranty which the Lessor could make. 13. GROUP II TRUCK USAGE GUIDELINES AND RETURN; TRUCK SPECIAL DAMAGE PAYMENTS . 13.1. Usage . As used herein " Truck Turn-In Condition Standard " with respect to each Group...

Page 620
...'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...

Page 621
... or otherwise, with respect to any Group II Truck leased hereunder or the acquisition, purchase, sale, rental, delivery, use, operation, control, ownership or disposition of any such Group II Truck or measured in any way by the value thereof or by the business of, investment in, ownership by the...

Page 622
..., 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 Group II Truck leased...

Page 623
... or the Guarantor, as applicable, for any claim caused directly or indirectly by the inadequacy of any Group II 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 failure...

Page 624
... (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...

Page 625
..., 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 each Group II Series of Notes was...

Page 626
... 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 Group II Trucks at least five days prior to the proposed sale, which shall be deemed commercially reasonable...

Page 627
..., rental or sale of the Group II 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...

Page 628
... purchases any such Group II 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 as of the date hereof and as of each Series Closing Date with respect to a Group II Series of Notes...

Page 629
...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...

Page 630
..., 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...

Page 631
...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...

Page 632
... 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...

Page 633
...taken all necessary limited liability company action to authorize it to execute, deliver and perform this Agreement and each of the other Applicable Related Documents with respect to each Group II Series of Notes to which it is a party in accordance with their respective terms, and to consummate the...

Page 634
... 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 Group II Noteholders and the Trustee on or prior to the date hereof or such Series Closing Date: (i) the audited...

Page 635
... leased hereunder. All Vehicle Perfection and Documentation Requirements with respect to all Group II 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 such Series...

Page 636
... a principal place of business or a chief executive office other than in Parsippany, New Jersey and, in the case of the Lessee, Denver, Colorado during the four years preceding the date of this Agreement or the immediately preceding Series Closing Date with respect to a Group II Series of Notes, as...

Page 637
... Obligation that could have a Material Adverse Effect. 25.19. No Adverse Change . Since December 31, 2009, (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...

Page 638
... such Closing Date,...reports, statements, Opinions of Counsel, documents and other information furnished to the Lessor, any Group II Noteholder or the Trustee by or on behalf of the Guarantor or the Lessee pursuant to any provision of any Applicable Related Document with respect to any Group II Series...

Page 639
...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 Group II Trucks that are subject to this Agreement (a) vehicle liability insurance to the full...

Page 640
... 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 Group II Trucks leased hereunder or the condition or operations, financial or otherwise, of the Guarantor, the Lessee or the Administrator as the...

Page 641
... letter and relating to such Person. 26.8 Maintenance of the Group II Trucks . Maintain and cause to be maintained in good repair, working order and condition all of the Group II Trucks leased in accordance with its ordinary business practices with respect to all other vehicles owned or leased by it...

Page 642
...the terms of any Applicable 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 Applicable Related Documents with respect to each Group II Series of...

Page 643
...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 Group II Truck over the Termination Value...

Page 644
...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... THIS AGREEMENT OR ANY OTHER APPLICABLE RELATED DOCUMENT WITH RESPECT TO ANY GROUP II SERIES OF ...

Page 645
LESSOR: Centre Point Funding, LLC 6 Sylvan Way Parsippany, NJ 07054 Attention: Treasurer Telephone: (973) 496-7312 Fax: (973) 496-5852 Budget Truck Rental LLC 6 Sylvan Way Parsippany, NJ 07054 Attention: Treasurer Telephone: (973) 496-5285 Fax: (973) 496-5852 with a copy to the Administrator: Any...

Page 646
...Agreement against any shareholder, partner, employee, officer, director or incorporator of the Lessor. 39. THIRD PARTY BENEFICIARY . The parties hereto agree that the Trustee, in addition... of each Group II Series of Notes shall be deemed intended third party beneficiaries to this Agreement and the transactions...

Page 647
... LESSOR : CENTRE POINT FUNDING, LLC By: /s/ David B. Wyshner Name: David B. Wyshner Title: Executive Vice President, Chief Financial Officer and Treasurer Address: 6 Sylvan Way Parsippany, NJ 07054 Attention: Treasurer Telephone: (973) 496-7312 Fax: (973) 496-5852 LESSEE : BUDGET TRUCK RENTAL LLC By...

Page 648
..., Chief Financial Officer and Treasurer Address: 1560 Broadway, Suite 1700 Denver, Colorado 80202 Attention: Treasurer Telephone: Fax: GUARANTOR : AVIS BUDGET CAR RENTAL, LLC By: /s/ Rochelle Tarlowe Name: Rochelle Tarlowe Title: Vice President and Treasurer Address: 6 Sylvan Way Parsippany, NJ...

Page 649
... in the preamble. " Carrying Cost Interest Rate " means the Carrying Cost Interest Rate (as defined in the Base Indenture) with respect to the Group II Series of Notes. " CPF " has the meaning set forth in the preamble. " CPF Lease Commencement Date " has the meaning set forth in Section 3.2 . " CPF...

Page 650
... Supplemental Rent " means Supplemental Rent (as defined in the Base Indenture) with respect to this Agreement and the Group II Series of Notes. " Term " has the meaning set forth in Section 3.2 . " Truck Special Damage Payments " has the meaning set forth in Section 13.2 . " Truck Turn-In Condition...

Page 651
" Vehicle Lease Commencement Date " has the meaning set forth in Section 3.1 . " Vehicle Lease Expiration Date " has the meaning set forth in Section 3.1 . " Vehicle Purchase Price " has the meaning set forth in Section 2.5 . " Vehicle Term " has the meaning set forth in Section 3.1 . 5

Page 652
Schedule 25.5 Litigation [ATTACHED]

Page 653
Schedule 25.10 Jurisdiction of Organization and Prior Business Locations [ATTACHED]

Page 654
Attachment A Information Relating to Group I Trucks [ATTACHED]

Page 655
... or destroyed and (vi) upon the sale of any such motor vehicle pursuant to the Master Motor Vehicle Operating Lease Agreement (Group II), dated as of March 9, 2010, among CPF, BTR, and Avis Budget Car Rental, LLC, in accordance with the terms and conditions thereof, releasing the lien of the Trustee...

Page 656
... on its behalf by its duly authorized officer this day of March, 2010. CENTRE POINT FUNDING, LLC By: Name: Title: State of _____ ) County of _____ ) Subscribed and sworn before me, a notary public, in and for said county and state, this day of 20 . Notary Public My Commission Expires:_____ 2

Page 657
Attachment C FORM OF MASTER MOTOR VEHICLE OPERATING SUBLEASE AGREEMENT (GROUP II) dated as of March 9, 2010 between [â€¢], the Sublessee, and BUDGET TRUCK RENTAL LLC, the Sublessor A S SET FORTH IN S ECTION 18 HEREOF , S UBLESSOR HAS ASSIGNED TO CPF ( AS DEFINED HEREIN ) AND CPF HAS ASSIGNED TO THE ...

Page 658
... Point Funding, LLC (" CPF "), the Sublessor and Avis Budget Car Rental, LLC (the " Guarantor ") are parties to a Master Motor Vehicle Operating Lease Agreement (Group II), dated as of March 9, 2010 (as amended, modified or supplemented from time to time in accordance with its terms, the " Group...

Page 659
... and (c) 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 Sublessee pursuant to the Sublessee Agreements; (ii) all Group II CPF Trucks subleased by the Sublessee from...

Page 660
... all monies due in respect of such Group II CPF Trucks, whether payable as the purchase price of such Group II CPF Trucks, as auction sales proceeds, or as fees, expenses, costs, indemnities, insurance recoveries, or otherwise; (iv) all payments under insurance policies (whether or not the Sublessor...

Page 661
... to this Agreement in its daily domestic vehicle rental business; (ii) it will take all actions within its power, and use its best efforts, to permit the Sublessor to perform all of the Sublessor's obligations under, and comply with all of the terms and conditions of, the Group II CPF Lease and, if...

Page 662
...CPF TRUCKS, THAT SUCH GROUP II CPF TRUCKS ARE IN GOOD ORDER AND CONDITION AND ARE OF THE MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY SELECTED BY THE SUBLESSEE, THAT THE SUBLESSEE IS SATISFIED THAT THE SAME ARE SUITABLE FOR THIS USE AND THAT THE SUBLESSOR IS A MANUFACTURER OR ENGAGED IN THE SALE...

Page 663
... 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 Sublessee takes action in violation of this Section 10, the Sublessor agrees, for the benefit of the Secured Parties, that it shall file an answer...

Page 664
... other communications delivered pursuant to the foregoing sentence shall be sent to the following addresses: SUBLESSEE Attention:[_____] Telephone: [_____] Fax:[_____] Budget Truck Rental LLC 6 Sylvan Way Parsippany, New Jersey 07054 Attention: Treasurer Telephone:(973) 496-5285 Fax: (973) 496-5852...

Page 665
... Rating Agency Condition with respect to such amendment, modification or waiver. 55. TERMINATION . This Agreement shall (i) terminate with respect to any Group II CPF Truck subleased hereunder on the Vehicle Lease Expiration Date with respect to such Group II CPF Truck under the Group II CPF Lease...

Page 666
... to any other party or (ii) sublease any of the Group II CPF Trucks it subleases hereunder to any other party; provided that it may rent such Group II CPF Trucks to customers as a part of its daily rental business. 63. THIRD-PARTY BENEFICIARY . The parties hereto agree that each of CPF and the...

Page 667
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. SUBLESSOR : BUDGET TRUCK RENTAL LLC By: Name: [ SUBLESSEE : [ By: Name: [ ] ] ]

Page 668
Attachment D Termination Value Curve Schedule [ATTACHED]

Page 669
...operations before income taxes Plus: Fixed charges Earnings available to cover fixed charges Fixed charges (a) : Interest, including amortization of deferred financing costs Interest portion of rental payment Total... $402 $497 Related to debt under vehicle programs All other (b) 2010 $215 230 $445...

Page 670
... Group Holdings LLC Avis International Ltd. Avis Leasing Corporation Avis Lube Inc. Avis Management Pty. Limited Avis Management Services, Ltd. Avis Operations LLC Avis Rent A Car Limited Avis Rent A Car Sdn. Bhd. Avis Rent A Car System LLC Avis Service Inc. Aviscar Inc. Baker Car and Truck Rental...

Page 671
... Finance Holding Company LLC Centre Point Funding, LLC Chaconne Pty. Limited Constellation Reinsurance Company Limited HFS Truck Funding Corporation Motorent Inc. Pathfinder Insurance Company PF Claims Management Ltd. PR Holdco, Inc. PV Holding Corp. Quartx Fleet Management Inc. Rent-A-Car Company...

Page 672
...of Avis Budget Group, Inc. (formerly Cendant Corporation) and effectiveness of Avis Budget Group, Inc.'s internal control over financial reporting appearing in the Annual Report on Form 10-K of Avis Budget Group, Inc. for the year ended December 31, 2010. /s/ DELOITTE & TOUCHE LLP New York, New York...

Page 673
... CERTIFICATIONS I, Ronald L. Nelson, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Avis Budget Group, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in...

Page 674
....2 I, David B. Wyshner, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Avis Budget Group, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the...

Page 675
... Annual Report of Avis Budget Group, Inc. (the "Company") on Form 10-K for the period ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Ronald L. Nelson, as Chief Executive Officer of the Company, and David B. Wyshner, as Chief Financial...

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