AVIS BUDGET GROUP, INC. - FORM 8-K - EX-10.3 - FORD 2015 PURCHASE AGREEMENT

Attached files

file	filename
8-K - FORM 8-K DATED SEPTEMBER 30, 2014 - AVIS BUDGET GROUP, INC.	avisbudgetgroupform8-k.htm
EX-10.2 - SECOND AMENDMENT TO GUARANTEE & COLLATERAL AGREEMENT - AVIS BUDGET GROUP, INC.	gcaamendment.htm
EX-10.1 - THIRD AMENDED AND RESTATED CREDIT AGREEMENT - AVIS BUDGET GROUP, INC.	thirdarcreditagreement.htm

Confidential



North American Fleet, Lease & Remarketing Operations	16800 Executive Plaza Dr. Regent Court Bldg., 6N-1A Dearborn, MI 48126
	September 15, 2014

To: Mike Schmidt, Senior Vice President – Fleet Services

Avis Budget Car Rental, LLC

Subject: Avis Budget Car Rental 2015 Model Year Program Letter

This Avis Budget Car Rental, LLC 2015 Model Year Program Letter (the "Program Letter") will confirm the agreement reached between Avis Budget Car Rental, LLC ("ABCR"), its affiliates and all entities it controls and Ford Motor Company ("Ford"), (the "Parties"), regarding purchases by ABCR of Ford vehicles, which include any new and unused passenger cars, vans or trucks bearing the marks "Ford" or "Lincoln" as from time to time are offered for sale by Ford in the United States to Ford Dealers ("Ford Vehicles") for the 2015 Program Year. "Program Year" ("PY") is defined and outlined on Attachment VII “Volume Adjustments” and runs through June 30, 2015. The 2015 PY is comprised of 2014, 2015 and 2016 model year vehicles, beginning with the 2014 model year Mustang Coupe on March 12, 2014. The PY includes all Ford Vehicles purchased by ABCR during the dates specified on Attachment VII “Volume Adjustments” unless both parties mutually agree to conclude the PY sooner. Exceptions to the PY are summarized in Attachment VII "Volume Adjustments" attached hereto and incorporated herein. The Parties agree that each month during the PY, ABCR shall prepare and submit to Ford during the 3rd week of the month, an updated requested production plan by week and by month, outlining production for the entire PY.

Other than those items specifically identified in this Program Letter, all terms and conditions announced in related communications from Ford to ABCR, Ford's 2015 Model Daily Rental Repurchase Program and Ford's 2015 Model Daily Rental Long Term Risk Program, (the "Program Communications") control. Terms used in this letter that are defined in such Program Communications shall have the meaning set forth in the Program Communications unless a contrary definition is provided in this Program Letter in which case the definition in this Program Letter shall prevail. “Ford Dealer” is defined as an independent entity in the United States authorized by Ford to sell new Ford Vehicles under one or more dealer sales and service agreements.

The Parties hereto acknowledge and agree that this Program Letter, and the Program Communications relating to the acquisition by ABCR or its affiliates from Ford, and the repurchase by Ford, of Ford Vehicles, shall constitute a single contract among the Parties for all purposes, including in the event of a bankruptcy filing by any of the Parties.

This Program Letter and all of the enhancements apply to the 2015 Program Year as defined herein. The terms and conditions contained in this Program letter are offered to meet competitive offers and promote the selection of Ford and Lincoln products. This Program Letter contains the entire agreement between Ford and ABCR with respect to the subject matter hereof and supersedes any prior agreements and understanding, written or oral. This Program Letter may only be changed by writing signed and delivered by the duly authorized representatives of ABCR and Ford.

Like Kind Exchange Notification

Ford is hereby notified that (ABCR) and its subsidiaries, AESOP Leasing L.P. (“AESOP Leasing”), Avis Rent A Car System, LLC (“Avis”) and Budget Rent A Car System, Inc. (“Budget”), have engaged AESOP Exchange Corporation as a qualified intermediary (“QI”) for the purpose of facilitating a like kind exchange program under Section 1031 of the Internal Revenue Code of 1986, as amended. As such, ABCR, AESOP Leasing, Avis and Budget have assigned to AESOP Exchange Corporation, acting in its capacity as QI, all of their rights, but not their obligations, in any existing manufacturer purchase agreements they may have with Ford for the purchase of replacement Vehicles and/or the repurchase of relinquished Vehicles. This notification will apply to all future purchases of replacement Vehicles and/or the repurchases of relinquished Vehicles unless specifically excluded in writing.

Confidential Page 2 of 6

15 ABCR / Ford Program

Purchase Volume

During the 2015 Program Year, ABCR agrees to purchase for use in or in support of operations at ABCR locations a Minimum Annual Volume of [*REDACTED*] Ford Vehicles from the Ford Dealers of their choice in the United States ("Minimum Annual Volume") in the mix outlined on Attachment I “Program Volume” attached hereto and incorporated herein. ABCR agrees to order for production [*REDACTED*] of the [*REDACTED*] Ford Vehicles for production prior to December 15, 2014. In recognition of this volume commitment, Ford agrees to provide ABCR with enhancements to the announced risk, repurchase and GAV programs as set forth herein.

In consideration of the obligations undertaken by ABCR, Ford shall cooperate with Ford Dealers with whom ABCR negotiates the purchase of Ford Vehicles (consistent with the sales and service agreements between Ford and Ford Dealers) to make reasonable allocations of Ford Vehicles available for resale to ABCR. ABCR understands and agrees that production loss attributable to (a) shortage or curtailment of material, labor, transportation, or utility service; (b) any labor or production difficulty; (c) any governmental action; and/or (d) any cause beyond the reasonable control of Ford may affect vehicle volumes and may result in lower volume deliveries and/or delays in deliveries. In any such event(s), Ford shall notify ABCR in a timely fashion and, if applicable, shall provide ABCR with an estimate as to the times(s) of any delays in such deliveries.

Ford will use commercially reasonable efforts to achieve the mix outlined in Attachment Attachment I “Program Volume” attached hereto and incorporated herein, and ABCR recognizes that the mix could change and that any such changes to the mix shall be changes determined necessary by Ford to accommodate changes to the Ford Vehicle production plans. ABCR acknowledges and agrees that it is possible that future demand for Ford Vehicles for retail sales in the United States could be at levels that may limit the allocation of such Vehicles available to fleet buyers such as ABCR. In the event Ford is unable to deliver the Minimum Annual Volume and to the extent such shortfall/delay is not due to causes beyond Ford's reasonable control as set forth above, Ford agrees to work with ABCR to find a commercially reasonable solution.

Risk Program

ABCR agrees that of the [*REDACTED*] Ford Vehicles it purchases during the 2015 Acquisition Year, [*REDACTED*] shall be purchased as Ford Risk Vehicles, as outlined on Attachment I “Program Volume”. Vehicle mix and incentives are outlined on Attachment I “Program Volume” and on Attachment II "Risk Incentives” attached hereto and incorporated herein. Both Parties agree the 2015 MY and 2016 MY planned Risk volumes are subject to incentive agreement. If the Parties are unable to agree on incentives, the vehicles will become subject to the GAV Program.

All Risk Vehicles must be ordered with Fleet Identification Number ("FIN") and option code 56K. Risk Vehicle incentive payments will be made monthly through the automated competitive allowance payment system. All Risk Vehicles [*REDACTED*] with the exception of any equipment changes or reconfigurations that affect the price.

The 2015 MY Risk Fiesta, Fusion, Taurus, Explorer, MKC, and Super Duty vehicles ordered prior to July 1, 2014 will be paid agreed upon incentives through the 2014 PY automated competitive allowance payment system (this system uses a June 30 cutoff date for vehicles designated as early introduction vehicles). Vehicles ordered prior to July 1, 2014 that are part of the 15 PY, are set forth on Attachment VII "Volume Adjustments" attached hereto and incorporated herein.

Guaranteed Auction Value ("GAV") Program Description

Ford and ABCR agree that the terms and conditions of the GAV Program shall be the same as the terms and conditions set forth in the 2015 Model Daily Rental Repurchase Program as amended by this Program Letter, except as follows:

a. All references to "Repurchase" or "Repurchase Program" shall be deleted and replaced by "Guaranteed Auction Value," "GAV" or "Guaranteed Auction Value Program." The terms "Guaranteed Auction Value" and "GAV" shall have the same meaning and shall be used interchangeably.

Confidential Page 3 of 6

15 ABCR / Ford Program

b. The GAV shall be equal to the Repurchase Settlement Amount as defined in the Repurchase Programs and will be paid to ABCR in two separate transactions: (1) the first payment will consist of Net Auction Proceeds and be paid by the Ford Sponsored Auction to ABCR as directed by ABCR; and (2) the second payment will consist of a GAV Supplement Amount ("GAVSA") to be paid by Ford on the Wednesday of the week following the sale of vehicles at the Ford Sponsored Auction. The GAVSA shall be determined by calculating the GAV, deducting net auction proceeds and adding the interest reimbursement amount set forth below.

c. To reimburse ABCR for [*REDACTED*] held for sale at Ford Sponsored Auctions more than [*REDACTED*] from Acceptance Date, [*REDACTED*] will be included in the GAVSA as follows:


•	[REDACTED] Days [REDACTED]


•	[REDACTED] Days [REDACTED]


•	[REDACTED] Days [REDACTED]

d.Title to GAV vehicles will remain in the name of ABCR until the auction sale date at which time ABCR will transfer title, or cause title to be transferred, to the purchasing dealer.

e.On the [*REDACTED*] day after the Acceptance Date, vehicles not sold at a Ford Sponsored Auction will be repurchased by Ford and Ford will pay ABCR the Repurchase Settlement Amount set forth in the applicable Ford Repurchase Program for such model year. In addition to the Repurchase Settlement Amount, Ford will also [*REDACTED*] set forth herein.

f.Notwithstanding anything to the contrary in the Program Communications, as of the date of this Program Letter, Ford shall be under no obligation to repurchase vehicles except as set forth herein.

g.Except as specifically amended herein, all other terms and conditions in the 2015 Model Daily Rental Repurchase Program remain in effect.

GAV Program

ABCR agrees that of the [*REDACTED*] Ford Vehicles it purchases during the 2015 Program Year, [*REDACTED*] shall be subject to the Ford GAV Program, as outlined on Attachment I “Program Volume” attached hereto and incorporated herein.

As part of the ABCR GAV Program, Ford agrees to enhance the 2015 Model Repurchase Program with the following items described below. The ABCR Guaranteed Auction Value Program details are outlined on Attachment IV "GAV Program Detail” and Attachment V "GAV Depreciation Rates" attached hereto and incorporated herein.


•	[REDACTED]


•	ABCR GAV volume will be ordered as 100% Days-In-Service Program 56Z (less any Hawaii Vehicles 56G).

•

[*REDACTED*] 2014 MY GAV vehicles ordered as part of the 2015 Program have defined depreciation rates, Non Return Allowance, and payments that vary from 2015 models. These terms are outlined on Attachment V "GAV Depreciation Rates / Additional RIPS” attached hereto and incorporated herein. Non-Return Allowances are set forth on Attachment VI “Non-Return Allowances” attached hereto and incorporated herein.

[*REDACTED*] Agreement

ABCR agrees that so long as it purchases Ford Vehicles that are subject to Ford's GAV Program and/or Ford's Repurchase Program, at Ford's request, ABCR will enter into [*REDACTED*] Agreement in which [*REDACTED*]. Each such agreement will provide that the parties will [*REDACTED*].

Confidential Page 4 of 6

15 ABCR / Ford Program

Days-In Service Program – Order Code 56Z (Overall Description)

•

The 2015 Days-In-Service Program details are outlined on Attachment IV "GAV Program Detail" attached hereto and incorporated herein. Rates are outlined on Attachment V "GAV Depreciation Rates". As detailed in the 2015 Model Daily Rental Repurchase Program (page 3), the Ford Mustang continues to be the only Ford Vehicle that has a surcharge applied to the monthly depreciation rate based on the month of vehicle acceptance. Once vehicles are delivered, order code 56Z is not transferable to other programs.


•	As outlined on Attachment V "GAV Depreciation Rates" attached hereto and incorporated herein, [REDACTED]. The [REDACTED] which can be claimed within [REDACTED]. If the [REDACTED], the vehicle will be [REDACTED] regardless of days-in-service.

[*REDACTED*]


•	[REDACTED]


•	[REDACTED]


•	[REDACTED] are set forth on Attachment VI [“REDACTED”] attached hereto and incorporated herein.


•	Any Ford vehicle tendered for sale/repurchase, and rejected for any reason, [REDACTED].


•	Vehicles must be ordered as GAV with order code 56 G or 56 Z.


•	[REDACTED], VINs must be submitted through Ford's fleet website after January 5, 2016.


•	[REDACTED] must be submitted prior to the vehicle exceeding the Maximum-Out-of-Service-Date (MOSD) +180 days.


•	[REDACTED] submitted prior to the 15^th of the month will [REDACTED] at the end of the month; [REDACTED] submitted after the 15^th of the month will [REDACTED] at the end of the next month.


•	[REDACTED] that are made in error can be reversed but will be charged [REDACTED] per annum interest from the claim date to the repayment date.

Post Acceptance Chargeback


•	If Ford accepts a returned Ford vehicle, the vehicle will not be subject to future chargeback for undetected issues except for oil sludge and title issues.

[*REDACTED*]

ABCR and Ford agree that the Minimum Volume represents a significant percentage of the ABCR vehicle rental fleet and that if [*REDACTED*].

Confidentiality

This Program Agreement, or any part of the contents hereof, and all records, statements and matters relating hereto including information obtained or provided, including information related to Ford’s vehicle cycle plans, future products and related activities, shall be treated as confidential and each of the parties shall take or cause to be taken the same degree of care in preventing disclosure of the Confidential Material as it does with its own confidential trade or business information, including ensuring that any employees, vendors or suppliers that obtain or have access to such Confidential Material also maintain the same level of confidentiality. Further, except as may otherwise be required by law or by subpoena or civil investigative demand, neither party shall provide the Confidential Material, or any part thereof, to any other person or legal entity, including vendors and suppliers, without the prior written consent of the other, which consent shall not be withheld unreasonably. In disclosing the Confidential Material to any person or legal entity, the disclosing party will impose on the receiving party the same degree of confidentially and care that the parties have undertaken in the first sentence of this Section or, in the case of Confidential Material supplied to any person or governmental agency pursuant to subpoena or civil investigative demand, requirement of the Securities and Exchange Commission or similar request, the disclosing party will seek an appropriate protective order or confidential treatment, and will use its best efforts to assure that the receiving party or entity returns all copies of all the Confidential Material that shall have been furnished to it, promptly after the receiving party or entity shall have completed its required analysis or review of such Confidential Material.

Illegality of Agreement

If any provision of this Program Agreement is rendered invalid, illegal or unenforceable by enactment of a statute or a final decision by a court or governmental agency of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired.

Confidential Page 5 of 6

15 ABCR / Ford Program

Michigan Law

This Program Agreement shall in all respects be governed by and be construed in accordance with the laws of the State of Michigan without giving effect to the principles of conflicts of laws thereof. Any litigation regarding this Program Agreement shall be brought only in the United States District Court in Detroit, Michigan. The parties irrevocably and unconditionally waive any objection to the laying of venue of any such litigation in that Court, and agree not to plead or claim that such litigation has been brought in an inconvenient forum. Neither party shall be liable for any special, incidental, consequential or punitive damages caused by or arising out of any performance or non-performance of this Agreement.

Failure to Perform due to Strike, etc Excused

Other than as to payment obligations, if the failure of either party to fulfill its obligations within the time periods set forth in this Agreement, arise because of circumstances such as acts of God, acts of government, floods, fires, explosions, accidents, strikes or other labor disturbances, wars, civil insurrection, sabotage, nuclear or environmental disaster or other similar circumstances wholly outside the control of the defaulting Party (collectively, “Force Majeure Event”), then such failure shall be excused hereunder for the duration of such Force Majeure Event. In the event a Force Majeure Event continues for more than thirty calendar days, or a mutually-recognized significant reduction in air travel occurs, the parties will commence negotiations in an effort to agree on modifications to this Program Agreement permitting both parties to continue without substantial penalty.

Counterparts

This Program Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

Waivers and Extensions

The parties to this Program Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision will be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision. No waiver or extension of time for performance of any obligations or acts will be deemed a waiver or extension of the time for performance of any other obligations or acts.

Notices

Any notice, consent, approval or other communication required or permitted hereunder shall be in writing, shall be transmitted given by registered or certified United States Mail or by express mail courier service, and shall be deemed given when deposited in the mail, postage prepaid and addressed as follows:

Ford Motor Company, Regent Court Building

16800 Executive Plaza Drive

Dearborn, MI 48126

Attention: Rental Manager, Rental, Lease and Remarketing Operations

Recap of 2015 AY Attachments

Attachment I Program Volume

Attachment II Risk Program 2015 MY

Attachment III Risk Program 2016 MY

Attachment IV GAV Program Detail

Attachment V GAV Rates

Attachment VI [*REDACTED*]

Attachment VII Volume Adjustments

Confidential Page 6 of 6

15 ABCR / Ford Program

Please concur by signing below signifying ABCR's acceptance of the 2015 Program Letter. By executing this Annual Program Letter ABCR certifies that Ford's Fleet Program [*REDACTED*].



	Sincerely, /s/ Susan Kizoff Susan Kizoff, Rental Manager
Ford Motor Company Concurrence: /s/ Kevin Koswick Kevin Koswick, Director North America Fleet Lease Remarketing Operations		_______ Date
Ford Motor Company Concurrence: /s/ John Felice John Felice, V.P. U.S. Marketing Sales & Service		9/19/14 Date
Agreed: Avis Budget Car Rental, LLC /s/ Mike Schmidt Mike Schmidt, Senior Vice-President – Fleet Services		9/30/14 Date

CONFIDENTIAL Attachment I

Ford Motor Company / Avis Budget Car Rental

2015 PROGRAM YEAR

PROGRAM VOLUME

PROGRAM

RISK

TOTAL VOLUME by MY

TOTAL PY VOLUME

Memo:

Ford

Cum Dec.

GAV

RISK

Total

Delivery

Fiesta

Focus 14 MY

Focus 15 MY

C-MAX

Fusion 14MY

Fusion 15 MY

Fusion 16 MY April

Fusion Hybrid

Mustang Coupe 14 MY

Mustang Coupe 15 MY

Mustang Conv

Taurus

Edge

[*REDACTED*]

Flex

Escape

Explorer

Explorer 16MY

Expedition 14MY

Expedition 15MY

Connect 14 MY

Connect 15 MY

Fseries (F150-F250)

Transit

MKZ 15MY

MKZ 16MY April

MKS

MKX

MKC

MKT Town Car

MKT

Navigator 14MY

Navigator 15MY

Total

Memo: 14 MY

15 MY

16 MY

CONFIDENTIAL Attachment II

Ford Motor Company / Avis Budget Car Rental

2015 Program Year / 2015 MY Vehicles

Risk Program

Incentive Components

Total

Series

Option

Rapid

Total

Off

FIMPS

15 Model Year Vehicles & Minimum Specs

Volume

Code

Series

Incentive

Invoice

Payment

FORD CAR & TRUCK

P4B

200A

P4E

200A

201A

P3F

200A

P3K

200A

P5B

300A

POH

997

200A

POH

99D

202A

POK or POD

999

300A

13B

[*REDACTED*]

P8T

66W

200A

[*REDACTED*]

P8C

66W

400A

P8E

66W

050A

P8E

66W

051A

P8U

66W

200A

P8F

66W

400A

K3K

300A

K4K

300A

K5D, K6D

300A

UOG

997

200A

U9G

999

200A

U9J

999

300A

201A

66A

201A

43M

K7F

300A

K8F

300A

439

642

U1J

59N, 91D

202A

K1H, K1J

[*REDACTED*]

59N

[*REDACTED*]

91D

W1C

300A

W1E

F2B,X2B,W2B

L2G/L2J

999

102A

13B

L9F

201A

43W

J6J, J8J

102A

J1A, J2A

102A

J5F

100A

J2J, J2H

All

J3J, J3H

43M

CONFIDENTIAL Attachment III

Ford Motor Company / Avis Budget Car Rental

2015 Program Year / 2016 MY Vehicles

Risk Program

Planned

Incentive Components

Total

Series

Option

Rapid

Total

Off

FIMPS

16 Model Year Vehicles & Minimum Specs

Volume

Code

Series

Incentive

Invoice

Payment

FORD CAR & TRUCK

POH

997

200A

POH

99D

202A

POK or POD

999

300A

13B

K7F

300A

[*REDACTED*]

K8F

300A

[*REDACTED*]

439

642

L2G/L2J

999

102A

13B

CONFIDENTIAL Attachment IV

Ford Motor Company / Avis Budget Car Rental

2015 Program Year e/

GAV PROGRAM DETAIL

DAYS-IN-SERVICE PROGRAM DETAILS

[*REDACTED*]

In-Service & Ordering Requirements

Months-In-Service

Days in Service

GAV Order Code

[*REDACTED*]

Tier Distribution (max % per Tier per VL)

Base Vehicles

Seasonal / Lincoln Vehicles

Specialty Vehicles

Volume, Depreciation and Vehicle Lines

Base Depreciation Rates

See Program Summary / Dep Rates

Depreciation Return Surcharge

Mustang Only

N/A

4th Quarter Production (Cum-Dec)

[*REDACTED*]

Return Restrictions

No Acceptance Dates

Good Friday, Memorial Day, July 4th, Labor Day, Thanksgiving Thursday & Friday, and 12-23-13 thru 1-01-14

Max OSD 180 Day Extension

N/A

$15/day plus deprec.

Mileage

Transit Wagon / Flex

[*REDACTED*]

All Other Vehicles

Excess Mileage Penalty

[*REDACTED*]

Eligible (not to exceed 10% by vehicle line)

[*REDACTED*]

Maximum-Out-of-Service-Date (MOSD) + 180 days

Turn In Standards

Shipping Costs

N/A

$200

Hawaii

N/A

10 days

Deductible

$500

Express Sign-Off

$100

All other Standards and Procedures

As published in the 2015 Program Year Daily Rental Repurchase Program Announcement

- - - -

Seasonal / Lincoln Vehicles: [*REDACTED*] is exceeded vehicle will be paid [*REDACTED*]. For example once [*REDACTED*] have been returned the next vehicle turned in (regardless of age) will be charged a minimum of [*REDACTED*] months depreciation.

Mustang return surcharge applies as outlined in 2015 Model Daily Rental Repurchase Program Depreciation Rates (page 2)

4th quarter production must be prioritized for production no later than December 12, 2014

[*REDACTED*]

CONFIDENTIAL Attachment V

Ford Motor Company / Avis Budget Car Rental

2015 Program Year a/ f/

GAV DEPRECIATION RATES

2015 GAV RATES [REDACTED] a/ b/

[*REDACTED*]

Mthly Depreciation Rates b/

[*REDACTED*]

Volume

Months In Service MIS

Days In Service DIS

Base Vehicles

[REDACTED] by vehicle line DNE

Fiesta

Focus 14 MY Group 1

Focus 14 MY Group 2

Focus

Fusion 14 MY

Fusion 15MY & 16MY

Mustang Coupe

[*REDACTED*]

Escape

Taurus

Seasonal & Lincoln Vehicles

% by tier by vehicle line DNE

Mustang Convertible

Edge

Flex

Explorer 15MY & 16MY

Expedition 14 MY

Expedition

MKZ 15MY & 16MY

MKS

MKX

Navigator 14 MY

Navigator

Specialty Vehicles

% by tier by vehicle line DNE

Mustang Coupe 14 MY

F150 Super Crew

[*REDACTED*]

Long Term Vehicles

% by tier by vehicle line DNE

Hybrid C-Max and Fusion

Connect 14 MY

Connect

MKC

- - - - -

a/ 2015 MY vehicles unless noted to include 14MY or 16MY

b/ GAV vehicles are price protected to the level in effect at the date of order receipt

c/ 2014 MY vehicles are part of the 2015 Program refer to order receipt dates on Att VII

d/ [*REDACTED*]

e/ [*REDACTED*] Mustangs will have [*REDACTED*]

CONFIDENTIAL Attachment VI



Ford Motor Company / Avis Budget Car Rental
2015 Program Year

[REDACTED]

	Eligible Vehicles c/		[REDACTED]
			Spec A	Model	Spec B	Model

	Fiesta
	Focus 2014 MY
	Focus
	C-Max Hybrid
	Fusion 2014 MY
	Fusion
	Fusion Hybrid
	Mustang Coupe 2014 MY
	Mustang Coupe and Convertible
	Taurus
	Edge			[REDACTED]
	Flex
	Escape
	Explorer
	Expedition & Expedition EL 2014 MY
	Expedition & Expedition EL
	Connect 2014 MY	b/d/
	Connect
	F-Series
	Transit -- Wagon

	LINCOLNS
	MKZ
	MKS
	MKX
	MKC
	MKT & MKT Town Car



	Navigator & Navigator L 2014 MY
	Navigator & Navigator L

a/	Vehicle must be an eligible GAV vehicle for [REDACTED]. If payment is made the vehicle is ineligible for future GAV return.
b/	MOSD for claiming [REDACTED]: MOSD + 180 Days
	[REDACTED] of any one vehicle line repurchase volume (Connect exception)

c/	[REDACTED] apply to 2015 MY in the 15 PY; unless noted

d/	Connect 2014 MY does not have [REDACTED]

CONFIDENTIAL 2015 Program Year Attachment VII

Avis Budget Car Rental / Ford Motor Company

VOLUME ADJUSTMENTS

ADJUSTMENTS

Start Date

#'s not in

TOTAL

Program

FULL PROGRAM YEAR

Corporate*

weekly rpt

Base

VOLUME

End Date

FIESTA

FOCUS 14MY

FOCUS 15MY

C-MAX

FUSION 14MY

FUSION 15MY

FUSION 16MY

MUSTANG COUPE 14MY

MUSTANG COUPE 15MY

MUSTANG CONV

TAURUS

[*REDACTED*]

Edge

Flex

Escape

Explorer

Explorer 16MY

Expedition 14MY

Expedition 15MY

Connect 14 MY

Connect 15 MY

Fseries (F150-F250)

Transit

MKZ 15MY

MKZ 16MY April

MKS

MKX

MKC

MKT Town Car

MKT

Navigator 14MY

Navigator 15MY

Grand Total

[*REDACTED*]

NOTES:

A/ All 2015 MY vehicles can use a start date of 3/19/14 (MKC is the only vehicle line that was ordered in the 2014 Program)

B/ Volume to add to Ford Weekly reports to equal full Program Year orders (ordered prior to 7/1/14)

C/ 2014 MY vehicles included in this Program are [*REDACTED*] and Rates may vary from 2015 -- as outlined on Att V

AVIS BUDGET GROUP, INC. - FORM 8-K - EX-10.3 - FORD 2015 PURCHASE AGREEMENT - October 6, 2014

Attached files

AVIS BUDGET GROUP, INC. Reports