What does ABCR provide to Budget licensees to access the System?

WHEREAS*, Licensee is party to a License Agreement with Budget and pursuant to that License Agreement operates a Budget Rent A Car Business (the "Business"); and

WHEREAS, Licensee desires to receive and process car rental reservations for the Business , transmitted via the Wizard System ("Wizard"), ABCR's proprietary reservation and rental system. Such reservations are made through Budget reservation centers, Global Display Systems or "GDS", websites (including www.budget.com, electronic GDS websites, and airline partner websites) and other direct links to Wizard (the "Reservation System"); and

WHEREAS, Licensee desires to process all of the rental agreements entered into with customers in connection with the operation of the Business at its locations through Wizard (the "Transactions"); and

WHEREAS, ABCR, pursuant to the terms and conditions specified herein, also desires to process Licensee's Transactions through Wizard and to provide Licensee with the rental system functionality available in Wizard as further described in Schedule A hereto (the "System").

NOW, THEREFORE, the parties agree as follows:

SERVICES

• 1. Pursuant to the terms and conditions of this Agreement, Licensee will process through Wizard all of its Transactions and ABCR will provide Licensee with access to the System in order to utilize its features and functions in connection with Licensee's Business. ABCR hereby grants Licensee a limited, non-exclusive, non-transferable license to utilize the System for such purpose in accordance with the terms of this Agreement. ABCR will provide specialized computer services to Licensee through Wizard as set forth in the Administrative Services Addendum attached to this Agreement as Schedule E.
• 1. ABCR will provide to Licensee at an additional charge, and Licensee will subscribe to, ABCR's 24-hour telephone Help Desk support service (the "Help Desk"). ABCR's charges for the Help Desk will be uniform for all users of the System, may be changed from time to time upon written notice to Licensee and are currently in the amounts set forth in the Charges Schedule attached to this Agreement as Schedule B. Help Desk services are provided by telephone and includes coordination of computer equipment installation, troubleshooting computer hardware, software and communication facilities and ongoing technical support of the System.

EXHIBIT I BUDGET FDD

Licensee acknowledges that the Help Desk exists to support System problems and that it cannot address problems related to a Licensee's PC or its Internet Service Provider ("ISP").

RESERVATION SYSTEM

• 1. Licensee's Responsibilities.
• (a) Reservation Fees.
• (i) Licensee agrees to pay to ABCR, the amounts contained within the monthly billing Composite Statement (the "Composite Statement") monthly fees as listed below ("Reservation Fees") for all reservations which are made for Licensee by customers, airlines, travel sources, tour sources, Internet, E-commerce or otherwise through the Reservation System during the preceding month.
• (ii) Such Reservation Fees, unless otherwise specified below, shall be in accordance with Schedule F, as amended from time to time pursuant to the terms and conditions contained herein, which Schedule is attached hereto and incorporated herein by reference. The Reservation Fees will be due for all such reservations including, without limitation, reservations which Budget attempts to transmit to Licensee but which Licensee or its employee(s) fail to accept for any reason whatsoever, and shall be paid without any setoff or deduction of any kind. The Reservation Fees Licensee agrees to pay to ABCR consist of the following:
  • (1) ABCR will make the Composite Statement available to the Licensee electronically each month (unless mutually acceptable mailing arrangements have previously been arranged) (the "Composite Statement Date"). Licensee will pay to ABCR all amounts contained within the Composite Statement, including any late fees, administrative fees and or any contested fees that have not been resolved as further described below, within forty-five (45) days of the Composite Statement Date. Licensee will have forty-five (45) days from the Composite Statement Date, to contest and adequately address any charges or credits on the Composite Statement in accordance with the Standards (as defined in the License Agreement) (the "Review Period"). Licensee agrees that any changes or credits not properly contested or addressed within the Review Period will be considered final, due and payable to ABCR per the License Agreement and this Agreement. Licensee agrees that ABCR, at its sole discretion, will first apply any payments that it receives to the oldest balances first and that ABCR may modify the Review Period or any of the Standards relating to the Composite Statement upon written notice to the Licensee.
    • a. Reservation Fee. This fee is attributable to reservation operating expenses, which include reservations incoming from phone/GDS equipment, phone calls or internet/direct link reservations, including from budget.com. This fee also covers the operating expenses of the Reservation System, including expenses for the acquisition, maintenance and enhancement of facilities, equipment, personnel, marketing, customer relations and corporate overhead for the Reservation System. A list of the current total Reservation Fees are specified in Schedule F, which is attached hereto and incorporated herein by

reference. These expenses may be periodically adjusted to compensate for any increase or decrease in actual cost.

• b. Third Party Automated Reservation Fee. This fee covers the reservation transmission fee for all reservations generated by third parties booked through their proprietary systems (also known as a Global Display System or "GDS" and referred to elsewhere in this Agreement as a "GDS") and processed through the Reservation System on Licensee's behalf. The current rates for this fee are indicated in Schedule 2 to Schedule F, which is attached hereto and incorporated herein by reference, and are subject to change as and to the extent that the GDS reservation fee rates that ABCR is required to pay changes.
• c. Budget Centralized Commission Services Program Fee. This fee will cover the expenses of processing and paying commissions for travel source generated reservations in accordance with Schedule 3 to Schedule F, which is attached hereto and incorporated herein by reference, as amended from time to time.
• d. International Phone Reservation Fee.

Source: Item 23 — RECEIPTS (FDD pages 80–426)