FIRST AMENDMENT, dated as of August 29, 2000 (this "AMENDMENT"), to the Amended and Restated
Credit Agreement, dated as of June 30, 2000 (such Credit Agreement, as amended, supplemented or otherwise
modified from time to time, the "CREDIT AGREEMENT"), among ANC RENTAL CORPORATION, a
Delaware corporation (the "BORROWER"), LEHMAN BROTHERS INC., as advisor, lead arranger and book
manager, LEHMAN COMMERCIAL PAPER INC., as syndication agent and as administrative agent (in such
capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement;
WHEREAS, the Lenders have agreed to amend the Credit Agreement, but only upon the terms and subject to
the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other
valuable consideration the receipt of which is hereby acknowledged, the Borrower, the Lenders and the Agents
hereby agree as follows:
1. DEFINITIONS. All terms defined in the Credit Agreement shall have such defined meanings when used herein
unless otherwise defined herein.
2. AMENDMENT OF SECTION 6.2 (LIMITATION ON INDEBTEDNESS).
Section 6.2(f) of the Credit Agreement is hereby amended by replacing the reference to "Section 6.2(b)(iii)"
therein with a reference to "Section 6.2(b)(iv)".
3. AMENDMENT OF SECTION 6.3 (LIMITATION ON LIENS). Section 6.3 is hereby amended by (a)
deleting the word "and" at the end of paragraph (n) thereof, (b) deleting the period at the end of paragraph (o)
thereof and substituting therefor "; and" and (c) adding at the end of such Section the following new paragraph (p)
to read in its entirety as follows:
"(p) Liens in connection with the incurrence of Vehicle Debt consisting of floating charges on the personal
property of Foreign Subsidiaries; PROVIDED that such Liens secure, in the aggregate, no more than the
equivalent of one hundred (100) Dollars, in the a