Exhibit 10.11
THIRD AMENDMENT TO
ASSET AND STOCK PURCHASE AGREEMENT
THIRD AMENDMENT TO ASSET AND STOCK PURCHASE AGREEMENT, dated
as of November 7, 2002 (the "Third Amendment"), by and among Budget Group, Inc.,
a Delaware corporation ("Seller"), the Subsidiaries of Seller listed on Schedule
1 (collectively with Seller, "Seller Parties"), Cendant Corporation, a Delaware
corporation ("Parent"), and Cherokee Acquisition Corporation, a Delaware
corporation ("Buyer").
WHEREAS, Parent, Cherokee and Seller Parties have entered into
the Asset and Stock Purchase Agreement, dated as of August 22, 2002 (as amended
from time to time, the "Purchase Agreement"), as amended by the First Amendment
to the Purchase Agreement, dated as of September 10, 2002, and the Second
Amendment to the Purchase Agreement, dated as of October 28, 2002; and
WHEREAS, Parent, Cherokee and Seller Parties desire to further
amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, the parties agree as follows:
1. Defined Terms. Capitalized terms used but not defined in this
Third Amendment shall have the respective meanings assigned thereto in the
Purchase Agreement.
2. Amendments to Section 1.1 of the Purchase Agreement.
(a) Section 1.1 of the Purchase Agreement is hereby
amended by deleting the words "the proviso of Section 2.5(a)(vi)" in the
definition of "Cash Purchase Price" and replacing them with "the parenthetical
clause in Section 2.12."
(b) Section 1.1 of the Purchase Agreement is hereby
amended by adding the following definition of "Qualified Fees" in the
corresponding alphabetical order:
""Qualified Fees" means (i) legal, accounting,
investment banking, advisory, brokerage, administrative,
issuance, up-front, placement, structuring, commitment,
underwriting, financing, "due diligence", rating agencies or
similar fees, commissions, disbursements and expenses (whether
or not referred to as fees, commissions, disbursements or
expenses), breakage cost, increased interest rate as a result
of an event of default, amortization event or payment prior to
stated maturity (based on the original amortization or
repayment schedule of the relevant indebtedness), prepayment
penalties or fees and similar costs incurred or agreed to be
paid or reimbursed by Seller Entities in
connection with the transactions contemplated by this
Agreement, the DIP Asset-Backed Fleet Financing, the DIP
Financing, the DIP L/C Rollover, the Additional DIP
Asset-Backed Fleet Financing, any other post-Petition
financing or extension of credit or the Chapter 11 Cases or
otherwise payable in connection with the prepayment of any of
the Assumed Indebtedness, the DIP Asset-Backed Fleet Financing
or the Additional DIP Asset-Backed Fleet Financing, or on
account of the fees and expenses, including the fees and
expenses of attorneys and professionals, of the Indenture
Trustees of (a) the 9 1/8% Senior Notes Due 2006, (b) the
6.85% Convertible Subordinated Notes, Series B, Due 2007, and
(c) the Remarketable Term Income Deferrable Equity Securities
Due 2028, (ii) an amount equal to the insurance premiums (net
of unearned premiums paid in respect of directors' and
officers' liability insurance that constitutes an Excluded
Asset and are credited to insurance premiums in respect of the
D&O Policy (as defined below)) paid by Seller Parties prior to
Closing for new directors' and officers' liability insurance
(such insurance being referred to as the "D&O Policy") and
(iii) subject to RSI and Seller entering into a settlement
agreement providing, among other things, for an unconditional
release of Seller and its affiliates from any and all
Liabilities relating to or arising from the Action referred to
in Section 2.3(q) and the subject matter thereof prior to the
Closing (the "Ryder Settlement"), in an amount not exceeding
$1,250,000, representing a payment to RSI in connection with
the Ryder Settlement."
3. Amendments to Article 2 of the Purchase Agreement.
(a) The first paragraph of Section 2.3 of the Purchase
Agreement is hereby amended by deleting the reference to "(ll)" and replacing it
with "(mm)."
(b) Section 2.3 of the Purchase Agreement is hereby
amended by adding the following clause (mm) at the end of such Section:
"(mm) (i) all franchise, prime license,
license, sublicenses, agency and dealer Contracts to which
Seller Parties is a party listed in Part I of Schedule
2.3(mm); (ii) all marketing Contracts to which Seller Parties
is a party listed in Part II of Schedule 2.3(mm); (iii) all
CorpRate Contracts to which any of Seller Parties is a party
listed in Part III of Schedule 2.3(mm); (iv) all association
Contracts to which any of Seller Parties is a party listed in
Part IV of Schedule 2.3(mm); (v) all affiliation Contracts to
which any of Seller Parties is a party listed in Part V of
Schedule 2.3(mm); (vi) all general sales agency, travel agency
and tour operator Contracts to which any of Seller Parties is
a party listed in Part VI of Schedule 2.3(mm); (vii) all bus
and truck lease Contracts to which any of Seller Parties
listed in Part VII of Schedule 2.3(mm); (viii) all fuel supply
Contracts to which any of Seller Parties is a party listed in
Part VIII of Schedule 2.3(mm); (ix) all vendor Contracts to
which any of Seller Parties is a party listed in Part IX of
Schedule 2.3(mm); (x) all Leases to
2
which any of Seller Parties is a party listed in Part X of
Schedule 2.3(mm); (xi) all other Contracts to which any of
Seller Parties is a party listed in Part XI of Schedule
2.3(mm); and (xii) all such other Contracts relating primarily
to the Acquired Business which (A) have been entered into by
Seller Parties in the ordinary course consistent with past
practice, (B) shall not result in any limitation on the
conduct of the business of Buyer or any of its Affiliates, (C)
either (i) shall not require Buyer or any Affiliate thereof to
make payments thereunder in excess of $10,000 individually or
$200,000 in the aggregate or (ii) may be terminated by giving
90 days' (or such shorter period specified therein) notice to
the other party thereto, without (1) penalty or other payment,
(2) imposing any requirement that any Person sell or dispose
of any asset or property and (3) imposing any limitation on
the conduct of business of Buyer or any of its Affiliates, (D)
are otherwise immaterial to the Acquired Business and (E)
Seller Parties inadvertently failed to disclose in the Seller
Parties Disclosure Schedule or any update thereto."
(c) Section 2.3(jj) of the Purchase Agreement is hereby
amended by adding "subject to Sections 2.4(l) and 2.4(m)," before the words "all
cash."
(d) The first paragraph of Section 2.4 of the Purchase
Agreement is hereby amended by deleting the reference to "(k)" and replacing it
with "(m)."
(e) Section 2.4(a) of the Purchase Agreement is hereby
amended by adding ", or on Annex A" after the words "Schedule 2.4(a)."
(f) Section 2.4(j) of the Purchase Agreement is hereby
amended by adding "and the D&O Policy" after the words "Schedule 2.4(j)."
(g) Section 2.4 of the Purchase Agreement is hereby
amended by adding the following clauses (l) and (m) at the end of such Section:
"(l) an amount of cash on hand at
Closing equal to the amount of any sales, use or similar Taxes
imposed on any of Seller Parties by any state or locality
within the United States in connection with the Acquired
Business (i) that were incurred prior to the Closing Date in
the ordinary course of business of the Acquired Business
consistent with past practice, (ii) that were collected in
full from customers of the Acquired Business and (iii) the
date by which payment is required to be made to any
Governmental Body or other taxing authority is after the
Closing Date; and
(m) an amount of cash on hand at
Closing equal to the amount of any payroll or withholding
Taxes (i) imposed by the United States or any state or
locality therein with respect to compensation paid to
employees of
3
the Acquired Business, (ii) in the case of withholding Taxes
only, that were withheld from amounts otherwise payable to
employees of the Acquired Business and (iii) the date by which
payment is required to be made to any Governmental Body or
other taxing authority is after the Closing Date."
(h) Section 2.5(a)(iv) of the Purchase Agreement is
hereby amended by adding "or listed in Annex B" after the words "Section 3.13(a)
of the Seller Parties Disclosure Schedule."
(i) Section 2.5(a)(vi) of the Purchase Agreement is
hereby amended by deleting it in its entirety and replacing it with the legend
"[Intentionally Omitted]."
(j) Section 2.6(k) of the Purchase Agreement is hereby
amended by substituting clause (i) thereof in its entirety with "(i) any and all
Qualified Fees".
(k) Article 2 of the Purchase Agreement is hereby amended
by adding the following Section 2.12 at the end of such Section:
"Section 2.12. Additional Consideration. As
promptly as reasonably practicable following the Closing and
in no event not later than three Business Days thereafter,
Buyer shall pay to Seller Parties an amount equal to the
positive difference, if any, between $42,000,000 (or
$45,000,000 if subsequent to November 9, 2002 (A) all the
conditions set forth in Sections 7.1 and 7.2 have been
satisfied, other than the condition set forth in Section
7.2(h), (B) the condition set forth in Section 7.2(h) is not
waived by Buyer, (C) Seller Parties have notified Buyer in
writing that Seller Parties intend to incur or caused to be
incurred indebtedness under the Additional DIP Asset-Backed
Fleet Financing and (D) definitive agreements relating to the
Additional DIP Asset-Backed Fleet Financing have been executed
and delivered and the Bankruptcy Court has entered an order
approving such definitive agreements) and the aggregate
(without duplication) of (i) the Qualified Fees paid by Seller
Parties from June 30, 2002 until the Closing and (ii) the
Qualified Fees described in clauses (ii) and (iii) of the
definition of "Qualified Fees"."
4. Amendments to Article 5 of the Purchase Agreement.
(a) Section 5.1(bb) of the Purchase Agreement is hereby
amended by adding "(as amended pursuant to Update No. 3 to the Seller Parties
Disclosure Schedule, dated November 6, 2002 ("Update No. 3")) " after the words
"Section 3.28(b) of the Seller Parties Disclosure Schedule" and by adding "or,
outside the continental United States in connection with the Acquired Business,
through another Acquired Company" after the words "BGI Leasing, Inc." in the
fourth line thereof.
(b) Article 5 of the Purchase Agreement is hereby amended
by adding the following Section 5.17 at the end of such Article:
"Section 5.17. Filing of Canadian Tax
Clearance Certificate. Within four calendar days of receiving
the completed
4
application (the "Application") for clearance certificates
from Buyer (which forms shall, to the extent permitted under
applicable Law, be prepared consistent with the information
previously provided to Buyer by Seller Parties and in
accordance with a reasonable allocation of the consideration
payable hereunder), in connection with the sale to Buyer
hereunder of all of the Equity Securities in each of the
Canadian Seller Entities, Budget Rent a Car Corporation
("BRAC") shall file or cause to be filed such Application with
the appropriate Governmental Body in Canada. The Application
shall comply with all requirements under applicable Law and
shall, to the extent permitted under applicable Law, reflect
that no Taxes in Canada are due as a result of or in
connection with the sale of all of BRAC's Equity Securities in
each of the Canadian Seller Entities."
5. Amendments to Section 6.8(a) of the Purchase Agreement.
Section 6.8(a) of the Purchase Agreement is hereby amended by adding the
following at the end of such Section:
"(including reimbursement of insurance premiums (other than
with respect to insurance policies and/or Contracts that
constitute Excluded Assets), or a contribution or other
payment by or from any Governmental Body relating to, arising
from or in connection with any environmental remediation taken
by any of Seller Parties for any period and any other asset
primarily used or held for use in connection with the Acquired
Business (including Contracts, Leases, and codes,
identifications, documents or similar items required for
purposes of obtaining refunds, credits, reimbursements or
similar benefits from any Vehicle Manufacturers in connection
with the lease or purchase of vehicles by the Acquired
Business) which (i) was required to be disclosed in the Seller
Parties Disclosure Schedule and was not disclosed, (ii) does
not constitute an Excluded Asset and (iii) Buyer elects to
have transferred to it)."
6. Amendment to Section 8.6(a) of the Purchase Agreement. Section
8.6(a) of the Purchase Agreement is hereby amended by deleting the words
"Subject to Section 2.5(a)(vi)."
7. Amendment to Schedule 2.11(ii). Schedule 2.11(ii) to the
Purchase Agreement is hereby amended by deleting it in its entirety and
replacing it with Annex C hereto.
8. Other Amendments to the Purchase Agreement.
(a) The Purchase Agreement is hereby amended by replacing
"November 6" with "November 8" in (i) Section 8.3(e), (ii) the last paragraph of
Section 8.3, (iii) Section 8.4(d)(i) and (iv) Section 8.6(b)(ii).
5
(b) The Purchase Agreement is hereby amended by replacing
"November 20" with "November 22" in the second, third and fourth lines of
Section 8.3(f).
(c) The Purchase Agreement is hereby amended by replacing
"November 21" with "November 25" in Section 8.2(a)(i).
(d) The Purchase Agreement is hereby amended by replacing
"December 18" with "December 20" in Section 8.2(a)(ii).
9. Waiver; Amendment. Buyer and Parent hereby waives any breach
of the Purchase Agreement which results from (i) the matters disclosed in (A)
Update No. 1 to the Seller Parties Disclosure Schedule, dated September 10,
2002, (B) Update No. 2 to the Seller Parties Disclosure Schedule, dated October
8, 2002 and (C) Update No. 3, (ii) the entering into the Payment Agreement for
Insurance and Risk Management Services, effective as of October 1, 2002, between
National Union Fire Insurance Company of Pittsburgh, on its behalf and on behalf
of certain of its affiliates, including American Home Assurance Company and
Seller, together with all Addendums and Schedules thereto, (iii) the purchase of
insurance under the D&O Policy and (iv) the objections to the Seller Parties'
Motion for an Order Pursuant to 11 U.S.C. ss.ss.105, 363, 364, 365, 503, 507 and
1146 approving, among other things, the Purchase Agreement and the consummation
of the transactions contemplated thereby, which have been filed with the
Bankruptcy Court through October 31, 2002.
10. Continuing Effect of Purchase Agreement. Except as
specifically amended pursuant to this Third Amendment, the provisions of the
Purchase Agreement are and shall remain in full force; provided, however, that
if the Closing shall not have occurred prior to or on November 22, 2002, either
Seller Parties or Buyer may, by giving written notice to the other, terminate
the effectiveness of Sections 2, 3, 6, 7 and 8 of this Third Amendment (the
"Relevant Provisions"), whereupon the Relevant Provisions shall cease to have
force and effect and provisions of the Purchase Agreement (as amended from time
to time other than by the Relevant Provisions) shall constitute the agreement of
the parties hereto with respect to the subject matter thereof. Subject to all
the conditions to Closing set forth in Article 7 of the Purchase Agreement
having been satisfied prior to or on November 22, 2002 (the "Proposed Closing
Date"), the parties agree that the Closing will occur on the Proposed Closing
Date.
11. Counterparts. This Third Amendment may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and the executed counterparts taken together shall be deemed to be one
originally executed document.
12. Governing Law. Except to the extent the mandatory provisions
of the Bankruptcy Code apply, this Third Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts made and to be performed entirely in such state without regard to
principles of conflicts or choice of
6
laws or any other law that would make the laws of any other jurisdiction other
than the State of New York applicable hereto.
[Remainder of this page intentionally left blank]
7
IN WITNESS WHEREOF, Parent, Cherokee and Seller Parties have
caused this Third Amendment to be signed by their respective officers thereunto
duly authorized, all as of the date first written above.
BUDGET GROUP, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
CHEROKEE ACQUISITION CORPORATION
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President, Law
and Corporate Secretary
CENDANT CORPORATION
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President, Law
and Corporate Secretary
BGI AIRPORT PARKING, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
8
BGI SHARED SERVICES, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BGI SHARED SERVICES, LLC
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
VEHICLE RENTAL ACCESS
COMPANY, LLC
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
PREMIER CAR RENTAL LLC
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
9
AUTO RENTAL SYSTEMS, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
RYDER TRS, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
RYDER MOVE MANAGEMENT, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
MASTERING THE MOVE REALTY, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
THE MOVE SHOP, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
10
RYDER RELOCATION SERVICES, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BUDGET STORAGE CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BUDGET RENT A CAR CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
CONTROL RISK CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
11
▇▇▇▇▇▇ ▇▇▇▇▇▇ INSURANCE
AGENCY, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BUDGET RENT-A-CAR
INTERNATIONAL, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BUDGET CAR SALES, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
TCS PROPERTIES, LLC
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
12
IN MOTORS VI, LLC
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
VALCAR RENTAL CAR SALES, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
DIRECTORS ROW MANAGEMENT
COMPANY, LLC
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
TEAM CAR SALES OF SOUTHERN
CALIFORNIA, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
13
TEAM CAR SALES OF SAN DIEGO,
INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
TEAM CAR SALES OF RICHMOND,
INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
TEAM CAR SALES OF PHILADELPHIA,
INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
TEAM CAR SALES OF DAYTON, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
14
TEAM CAR SALES OF CHARLOTTE,
INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇ FORD, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
▇▇▇▇ ▇▇▇▇ FORD, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
▇▇▇▇▇▇ CHRYSLER PLYMOUTH
DODGE JEEP EAGLE, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
15
BUDGET SALES CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
RESERVATION SERVICES, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
TEAM REALTY SERVICES, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
TEAM HOLDINGS CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
16
BUDGET RENT-A-CAR SYSTEMS, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BUDGET -RENT-A-CAR OF ST. LOUIS, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BUDGET -RENT-A-CAR OF THE MIDWEST, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BVM, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
17
DAYTON AUTO LEASE COMPANY, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
MOSIANT CAR SALES, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
NYRAC INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BUDGET RENT A CAR CARIBE
CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
18
BUDGET FLEET FINANCE
CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
TRANSPORTATION AND STORAGE
ASSOCIATES
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BRAC CREDIT CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
TEAM FLEET SERVICES
CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
19
BUDGET RENT A CAR ASIA-PACIFIC,
INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BUDGET RENT A CAR OF JAPAN, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
20
SCHEDULE 1
SELLER PARTIES
BGI Airport Parking, Inc.
BGI Shared Services, Inc.
BGI Shared Services, LLC
Vehicle Rental Access Company, LLC
Premier Car Rental LLC
Auto Rental Systems, Inc.
Ryder TRS, Inc.
Ryder Move Management, Inc.
Mastering the Move Realty, Inc.
The Move Shop, Inc.
Ryder Relocation Services, Inc.
Budget Storage Corporation
Budget Rent a Car Corporation
Control Risk Corporation
▇▇▇▇▇▇ ▇▇▇▇▇▇ Insurance Agency, Inc.
Budget Rent-A-Car International, Inc.
Budget Car Sales, Inc.
TCS Properties, LLC
IN Motors VI, LLC
ValCar Rental Car Sales, Inc.
Directors Row Management Company, LLC
Team Car Sales of Southern California, Inc.
Team Car Sales of San Diego, Inc.
Team Car Sales of Richmond, Inc.
Team Car Sales of Philadelphia, Inc.
Team Car Sales of Dayton, Inc.
Team Car Sales of Charlotte, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇ Ford, Inc.
▇▇▇▇ ▇▇▇▇ Ford, Inc.
▇▇▇▇▇▇ Chrysler Plymouth Dodge Jeep Eagle, Inc.
Budget Sales Corporation
Reservation Services, Inc.
Team Realty Services, Inc.
Team Holdings Corporation
Budget Rent-A-Car Systems, Inc.
Budget Rent-A-Car of St. Louis, Inc.
Budget Rent-A-Car of the Midwest, Inc.
BVM, Inc.
Dayton Auto Lease Company, Inc.
Mosiant Car Sales, Inc.
NYRAC Inc.
Budget Rent a Car Caribe Corporation
Budget Fleet Finance Corporation
Transportation and Storage Associates
BRAC Credit Corporation
Team Fleet Services Corporation
Budget Rent a Car Asia-Pacific, Inc.
Budget Rent a Car of Japan, Inc.