o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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•	[*REDACTED*]    [*REDACTED*]

•	[*REDACTED*]    [*REDACTED*]

•	[*REDACTED*]    [*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.

•	[*REDACTED*]

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

•	[*REDACTED*] 2015 MY GAV vehicles, MKT and Flex, ordered as part of the 2015 Program have defined depreciation rates, Non Return Allowance, and payments that may vary from 2015 models. These terms are outlined on Attachment V "GAV Depreciation Rate attached hereto and incorporated herein. [*REDACTED*] are set forth on Attachment VI [*REDACTED*] attached hereto and incorporated herein.

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•

The 2016 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 2016 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*] 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 15th of the month will [*REDACTED*] at the end of the month; [*REDACTED*] submitted after the 15th 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.

•	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.

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1.	2016 MY Daily Rental VN9 Purchase Program

(a)	GM will make 2016 Model Year vehicles available under the terms and conditions of GM’s 2016 MY Daily Rental VN9 Purchase Program, such terms and conditions being set forth in Attachment 1.

(b)	ABG agrees to purchase or lease GM vehicles from authorized GM dealers in a mix as detailed in Attachment 1A.

(c)	So long as ABG purchases or leases from authorized GM dealers the requisite number of vehicles in a mix as detailed in Attachment 1A, and is in compliance with all other provisions of this Agreement, GM will pay the 2016 MY Daily Rental Purchase Program volume bonus listed in Attachment 1.

(d)	Payment of 2016 MY Daily Rental VN9 Purchase Program incentives will be made upon submission of vehicle information required under Attachment 4.

(e)	GM or a GM subsidiary/affiliate will purchase 2016 Model Year vehicles tendered by ABG that qualify for purchase under the terms and conditions of GM’s 2016 MY Daily Rental VN9 Purchase Program, such terms and conditions being set forth in Attachment 1B and Attachment 1C.

(f)	Vehicles purchased or leased from authorized GM dealers under the 2016 MY Daily Rental VN9 Purchase Program must be ordered with FAN 801033 and must have “VN9” (Purchase Identifier) and “BQ2” (ABG Customer Code) on the order(s).

(g)	All Minimum Equipment Requirements must be met by vehicle line in accordance with the terms and conditions of the 2016 MY Daily Rental VN9 Purchase Program. If the Minimum Equipment Requirements are not met for the vehicle line, the entire 2016 [*REDACTED*] bonus for such vehicle line will be forfeited for all volume purchased under that program.

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2.	2016 Model Year [*REDACTED*] Bonus

(a)

So long as ABG purchases or leases from authorized GM dealers the requisite number of vehicles in a mix satisfactory to GM, as described in Attachment 3, and is in compliance with the provisions of this Agreement, GM will pay ABG the Matrix Bonus indicated in Attachment 3. The [*REDACTED*] Bonus will be in addition to any other incentives for which ABG qualifies under the 2016 MY Daily Rental VN9 Purchase Program.

(b)	Payment of the [*REDACTED*] Bonus and other any other incentives for which ABG qualifies under the 2016 MY Daily Rental VN9 Purchase Program will be made upon submission of the vehicle information required pursuant to Attachment 4.

(c)	All Minimum Equipment Requirements must be met by vehicle line in accordance with the terms and conditions of the 2016 MY Daily Rental VN9 Purchase Program. If the Minimum Equipment Requirements are not met for the vehicle line, the entire 2016 MY [*REDACTED*] Bonus for such vehicle line will be forfeited for all volume purchased under that program.

3.	2016 Model Year [*REDACTED*] Bonus

(a)	GM will offer ABG a 2016 Model Year [*REDACTED*] Bonus payment for select 2016 Model Year vehicles acquired under GM’s 2016 MY Daily Rental VN9 Purchase Program, 2016 MY YT5 Flat Rate Program, and 2016 MY National Fleet VX7 Risk Program.

(b)	GM will pay ABG the 2016 Model Year [*REDACTED*] Bonus amount, as detailed in Attachment 2A and Attachment 3.

(c)	The total agreed upon volume as detailed in Attachment 3 must be entered into VOMS by no later than March 15, 2016.

(d)	The 2016 Model Year [*REDACTED*] Bonus is payable on or before September 30, 2016 in accordance with the terms set forth in Attachment 4, excluding the electronic VIN submission to RIMS.

(e)

All minimum equipment requirements must be met by vehicle line, as detailed in Attachment 1A and Attachment 2A. If the minimum equipment requirements are not met for the vehicle line, the entire 2016 Model Year [*REDACTED*] Bonus will be forfeited for all [*REDACTED*] purchased under that program. As an example, if minimum equipment requirements are not met for Impala models, then the 2016 Model Year [*REDACTED*] Bonus for all Impala models sold under the VN9 program will be forfeited.

4.	2016 MY YT1 Flat Rate Program

(a)	GM will make the 2016 Model Year vehicles listed in Attachment 3 available under the terms and conditions of GM’s 2016 MY YT1 Flat Rate Program, such terms and conditions being set forth in Attachment 1D.

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(b)	ABG agrees to purchase or lease GM vehicles from authorized GM dealers in a mix as detailed in Attachment 1D.

(c)	GM or a GM subsidiary/affiliate will purchase 2016 Model Year vehicles tendered by ABG that qualify for purchase under the terms and conditions of GM’s 2016 MY YT1 Flat Rate Program, such terms and conditions being set forth in Attachment 1B and Attachment 1D.

(d)	[*REDACTED*] vehicles ordered under the 2016 MY YT1 Flat Rate Program will receive an [*REDACTED*] as set forth in Attachment 1D. [*REDACTED*]

5.	2016 MY National Fleet VX7 Risk Purchase Program

(a)	GM will make 2016 Model Year vehicles available under the terms and conditions of GM’s 2016 MY National Fleet VX7 Risk Purchase Program, such terms and conditions being set forth in Attachment 2.

(b)	ABG agrees to purchase or lease from authorized GM dealers 2016 Model Year vehicles in a mix as detailed in Attachment 2A.

(c)

So long as ABG purchases or leases from authorized GM dealers the requisite number of vehicles in a mix as detailed in Attachment 2A, and is in compliance with all other provisions of this Agreement, GM will pay the Risk Incentive(s) listed in Attachment 2A. These Risk Incentive(s) will be in addition to any other incentives under the 2016 MY National Fleet VX7 Risk Purchase Program, but will be in lieu of all other retail sales and fleet incentives.

(d)	Payment of 2016 MY National Fleet VX7 Risk Purchase Program incentives will be made upon submission of vehicle information required under Attachment 4.

(e)	Vehicles purchased or leased from authorized GM dealers under the 2016 MY National Fleet VX7 Risk Purchase Program must be ordered with FAN 801033 and must have “VX7” (Risk Identifier) and “BQ2” (ABG Customer Code) on the order(s).

(f)	All Minimum Equipment Requirements must be met by vehicle line in accordance with the terms of the 2016 MY National Fleet VX7 Risk Purchase Program Minimum Equipment Guidelines as detailed in Attachment 2A. If the Minimum Equipment Requirements are not met for the vehicle line, the entire 2016 [*REDACTED*] bonus for such vehicle line will be forfeited for all volume purchased under that program.

6.	2016 Model Year [*REDACTED*] Program

(a)	GM will offer ABG a 2016 MY [*REDACTED*] Program under the terms and conditions of GM’s 2016 MY [*REDACTED*] Program, such terms and conditions being set forth in Attachment 1R.

(b)	GM agrees to pay the incentives and the [*REDACTED*] detailed in Attachment 3.

(c)	The payments will be made on a quarterly basis, in the months of March, June, September and December and in accordance with the terms and conditions set forth in Attachment 4.

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7.	The total agreed upon vehicle volume as detailed in Attachment 3 must be entered into VOMS no later than April 20, 2016.

8.

The presently agreed upon production timing and vehicle volumes and mix are set forth in Attachment 3A, such production and vehicle volumes and mix being subject to reasonable and minor adjustments based upon agreement of the parties. However, with GM’s consent, ABG may make product substitutions, provided that such substitutions will not reduce the total volume of 2016 Model Year vehicles to be purchased or leased from authorized GM dealers.

9.	ABG will provide to GM, at the beginning of the month, a four month schedule of projected vehicle returns. The schedule will breakout the vehicle returns by site for the current month, as well as for the subsequent three months. Submission of the information required by this Section 8 is a condition to receiving incentives under this Agreement.

10.

ABG will place orders no more than [*REDACTED*] or less than [*REDACTED*] of a month’s production in any week provided GM can make such a production commitment. After two weeks of moving orders to event code 3000 for a given production period the orders will be deemed to comply with the limitation indicated above. All vehicle minimum equipment requirements will be placed for production on a monthly basis. Any vehicles which do not meet the minimum equipment requirements will not be paid the [*REDACTED*] Bonus as provided in Section 9(e).

11.	If ABG purchases an existing Avis Licensee or substantially all of the assets of an existing Avis Licensee during the 2016 Model Year, and such existing Avis Licensee is a

12.

If ABG purchases an existing Budget Licensee or substantially all of the assets of an existing licensee during the 2016 Model Year, and such existing Budget Licensee is a participating Budget Licensee under the terms of the Agreement between the Car Rental Licensee Association and GM for the 2016 Model Year, then GM agrees to accept an assignment to ABG of the purchase volume, mix, and monies identified in the Participation Form executed by the Participating Budget Licensee under the Car Rental Licensee Association Agreement, as long as an agreement is signed by the existing Budget Licensee, the Car Rental Licensee Association, if applicable, and ABG, and is in a form acceptable to GM.

13.

Notwithstanding anything to the contrary contained in this Agreement (including in the attachments hereto), no vehicle will be accepted for return by GM or its agent until such time as the title to such vehicle has been assigned and/or transferred on behalf of ABG upon the sale of such vehicle to an automotive dealer or the purchase of such vehicle by GM following the transfer of such vehicle from the Daily Rental Guaranteed Residual Program to the Daily Rental Acquisition Program. For the avoidance of doubt, Form AD006 will evidence a conditional acceptance of vehicles turned in by ABG. References to acceptance in the attachments hereto refer to such conditional acceptance evidenced by Form AD006.

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14.

Part of the consideration for ABG’s entry into this Agreement is GM or its subsidiary’s continuing obligation to purchase vehicles from ABG in accordance with the terms of GM or its subsidiary’s 2016 Model Year Daily Rental Purchase Programs. Accordingly, it will be a condition of ABG’s obligations to purchase vehicles under this 2016 Model Year Daily Rental Purchase Program Agreement that GM or its subsidiary performs its vehicle purchase obligations in all material respects with respect to eligible vehicles tendered by ABG under the terms of GM or its subsidiary’s 2016 Model Year Purchase Programs.

15.	GM will make available to ABG a daily rental purchase program for the [*REDACTED*] Model Years (refer to Attachment 7).

16.

ABG agrees that it will hold harmless GM, its subsidiaries, affiliates, or agents (collectively, the “Indemnified Parties”) from any and all liabilities arising from making available auctions which it may sponsor, promote, organize, or otherwise create as a facility for sale of vehicles by an authorized auctioneer for the benefit of ABG, except for the gross negligence or intentional misconduct by any of the Indemnified Parties.

17.

ABG 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, ABG, 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 GM either for the purchase of replacement vehicles or after a qualifier term of use for the purchase of relinquished vehicles. This applies to all future purchases of replacement vehicles or relinquished vehicles unless specifically excluded in writing.

18.	If either Party cannot fulfill any terms of this Agreement due to events beyond its control, such as acts of God, labor disputes, and severe economic downturns, the Party affected by the event shall promptly notify the other Party and the Parties will enter into negotiations with the intent of minimizing the impact of the event on the business contemplated under this Agreement.

19.

Should ABG elect to cancel any vehicle orders placed with authorized GM dealers that are at Event Code 3000 or later, ABG will be assessed a fee of [*REDACTED*] per vehicle, payable to GM upon demand. However, the fee will not be assessed if the current production has been delayed more than three weeks from the originally scheduled production week. Further, this fee will not apply if ABG chooses to redirect the shipment of any vehicles that are at Event Code 3000 or later.

20.

ABG agrees to retain any documents or records relevant to vehicles purchased or leased from authorized GM dealers under this Agreement or any other GM program, and/or claims submitted for payment under this Agreement or any other GM program, for two years after the close of the program. ABG will permit any designated representative of GM to examine, audit and take copies of any accounts and records ABG is required to maintain under this Agreement. ABG will make such accounts and records readily available at its facilities during regular business hours upon reasonable advance notice. GM will furnish ABG with a list of any reproduced records.

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21.	SiriusXM Satellite Radio Service is not included with the vehicles covered by this Agreement. To determine the availability of SiriusXM Satellite Radio Service, please contact SiriusXM directly.

22.	ABG agrees that it will obtain approval from GM prior to using the GM vehicles and/or products in advertising and promotional materials or activities.

23.

This Agreement and its terms are confidential and intended for the sole use of ABG and GM. Neither this Agreement nor its terms may not be disclosed to any third party, other than a party’s parent, subsidiaries, AESOP Leasing, and their respective outside counsel and accountants and interested financial institutions or as may be required by legal processes or applicable securities laws. In the event of legal process or applicable securities laws, the Party served will notify the other Party to allow them sufficient time to interpose legal objections to disclosure.

24.	This Agreement and its Attachments represent the entire agreement regarding the subjects herein between ABG and GM and may be modified only in a writing executed by an authorized representative of each of the Parties.

25.	This Agreement will in all respects be interpreted, enforced and governed under the laws of the State of Michigan, without regard to the conflicts of law and principles thereof.

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1.	PROGRAM NAME AND NUMBER:

2.	PROGRAM DESCRIPTION:

3.	PROGRAM START DATE/PROGRAM END DATE/IN SERVICE PERIOD:

	All vehicles, including non-returned vehicles, supplied by GM are subject to the export control laws and regulations of the United States and the DRFC and dealers will comply with such laws and regulations.

4.	ELIGIBLE MODELS/REQUIRED OPTIONS FOR ORDER AND DELIVERY:

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a.	Valid GM FAN (Fleet Account Number)

b.	Option Codes: VN9 and DRFC code

c.	Order Type: FDR

d.	Delivery Type: 020 – Daily Rental

5.	COMPATIBLE INCENTIVES AND ALLOWANCE PROGRAMS:

FLEET CUSTOMERS (GM FAN HOLDERS)	YES/NO

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6.	METHOD OF PAYMENT:

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a.	Assignment of Funds (GM Payment Modification System) – A method to redirect purchase checks to lending institutions is through an Assignment of Funds contract. Lenders should contact Xerox Services, using the email addresses provided below, to obtain a copy of the contract and receive further information.

b.

RAVE Records – These electronic records are housed in the RIMS system and identify by VIN the FAN, payee name and address. DRFCs submit the records via a secured FTP transmission, or they can submit the records manually by contacting their GM Sales or Remarketing Representative. To minimize the possibility of payment delay(s), utilization of RAVE Records is strongly encouraged for all vehicles purchased under this program.

c.	Disclosure Screen – The DRFC will be asked to confirm the payee name and mailing address that is on record for the FAN used during the disclosure process. If the information is incorrect, please contact your GM Sales or Remarketing Representative to revise the information.

7.	POLICY FOR CORRECTING VEHICLE IN-SERVICE DATES AND PROGRAM STATUS:

8.	GENERAL PROGRAM GUIDELINES:

A.	GM defines a rental vehicle as:

a.	"The bona fide rental of a vehicle involving use and payment by a customer on an hourly, daily, weekly, or monthly basis. Usage of any such vehicle(s) by a customer for a period of four (4) consecutive months or longer shall be deemed to constitute leasing, and not rental, and will make the vehicle ineligible for incentives."

b.	If a Vehicle enrolled in the Daily Rental VN9 Purchase Program is found to be on rent (lease) to a customer in excess of the above guideline, or if the customer consecutively rents multiple enrolled vehicles for an aggregate term of four (4) or more months, all vehicles involved in such transactions

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B.	All eligible vehicles must be delivered to the DRFC through a GM dealership or a qualified drop-ship location. Purchases or deliveries made through any other entity or at any other location(s) are ineligible for incentive payment(s).

C.	GM reserves the right to audit dealer records and disqualify any sales allowance in the event such sales do not meet the program requirements. All monies improperly paid will be charged back. Failure to comply with the program requirements may result in the dealer being disqualified for future participation in fleet programs and termination(s) of dealer sales and service agreement(s).

D.

Optional equipment and, in special circumstances, certain standard equipment can be added to or deleted from GM vehicles during the ordering and manufacturing process by DRFCs. It is the DRFC’s responsibility to ensure that actual vehicle content is properly disclosed to a buyer or transferee when disposing of a vehicle. DRFCs that use third party build specifications to promote the sale of their vehicles should be especially careful to ensure the accuracy of that data.

E.	GM reserves the right to cancel, amend, revise, or revoke any program, at any time, based on its sole business judgment(s). Final decisions in all matters relative to the interpretation of any rule or phase of this activity rest solely with GM.

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1)	Vehicle Return Requirements

a)	Vehicles must be maintained as described in the Vehicle Owner’s Manual. All body and mechanical repairs must utilize original equipment General Motors parts. Failure to comply may result in permanent rejection of the vehicle.

i)	The repair/replacement of an engine or transmission that is due to non-compliance of vehicle maintenance will render the vehicle “Permanently Ineligible”.

b)	Each vehicle shall be in sound mechanical and electrical operating condition. All lights and lamps must be operational. Any visible warning lights, i.e., check engine, change oil, SIR, TPS, etc., on the instrument panel must be corrected prior to turn-in or the vehicle will be “Currently Ineligible”.

c)	A vehicle must comply with all aspects of the applicable program parameters or it is not eligible for return.

d)	Vehicle(s) must be returned washed and vacuumed. General Motors’ expectation of a vehicle’s condition, when returned by the rental company, is that it will be in the same condition as it is when provided to a rental customer.

i)	A dirty interior MET charge of $35 will be assessed when the interior of the vehicle is littered with trash. Excessive or offensive trash in the vehicle, such as cups, bottles, newspapers, food, bags, roadmaps, etc., that would hinder interior inspection would generate the dirty interior MET charge.

ii)	Vehicles with an exterior that is too dirty to inspect will be gate released to the rental account for washing. When the vehicle is returned and inspected, a $75 re-inspection fee will be charged unless special arrangements have been made.

e)

Vehicles must have a minimum of ¼ tank of fuel with the exception of Hawaii vehicles, which cannot exceed ¼ tank of fuel. Vehicles with less than ¼ tank of fuel but more than 1/8 will be assessed a MET charge of $15. Vehicles below 1/8 tank of fuel will be deemed “Currently Ineligible” and released to the rental account for low fuel. When the vehicle is returned, a $75 re-inspection fee will be charged.

f)	Emissions labels must be in place and legible on all vehicles returned to General Motors. Vehicles without an emission label are considered “Currently Ineligible” and will be gate released to the rental account. A $75 re-inspection fee will be charged when the vehicle is corrected and returned.

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g)	Vehicles must have two (2) sets of keys, programmed keyless remotes, owner manuals, floor mats, and all other remotes and headphones, included as original equipment.

h)	Vehicles must display actual mileage. General Motors approved procedures must be followed when repairing or replacing instrument clusters/odometers. Consult a General Motors dealer for proper replacement.

i)

All warranty and campaign claims should be completed prior to returning the vehicle to General Motors. Failure to complete warranty and/or campaign claims may render the vehicle “Currently Ineligible”. Parts availability concerns for warranty and campaign repairs will be addressed on a case by case basis. A $75 re-inspection fee will be charged when the vehicle is returned. Repair of existing body damage is not required for vehicles released for warranty, mechanical or campaign repairs.

j)	Any vehicle equipped with supplemental inflatable restraints (S.I.R.) including driver, passenger or side airbags that have been deployed, missing or otherwise disconnected, must be replaced with an approved OEM replacement and must meet General Motors standards prior to turn-in.

2)	Title, Registration, Tax, and VIN Plate

a)	A vehicle submitted with a Certificate of Origin (C.O.V.) or a branded title is not eligible for return.

b)	All vehicles must have a valid and current registration, at the time of acceptance. State and local taxes must be paid prior to turn-back. The Daily Rental Company must comply with state regulations pertaining to proof of payment for state and local taxes.

c)	Titles for all turn-in vehicles must be received by a General Motors approved Title Center within three (3) business days of vehicle turn-in. The vehicle turn-in date is considered the first day. Currently, the only General Motors approved title center is the SGS Title Center.

d)	All title shipments to the title center must contain a packing list and include the following information:

e)	The Daily Rental Company must remove each vehicle at an auction or turn-in site, if the title for such vehicle is not received within 30 days of the turn-in date. The vehicle will be “Currently Ineligible” and will be assessed a re-inspection fee, if it is returned.

f)	The plate containing the Vehicle Identification Number (VIN):

i)	Must be completely readable and properly attached to the dash panel. Any obstruction causing a portion of the plate to be covered is not acceptable.

ii)	Cannot be damaged in any manner and must be flush and secure with rivets intact.

iii)	Must meet these criteria otherwise the vehicle will be “Permanently Ineligible” and returned to the rental account.

3)	Vehicle Damage and Disclosure Requirements

a)	The General Motors Disclosure Policy mandates that all prior damage and repairs are electronically disclosed prior to turn back, excluding warranty repairs performed by the Daily Rental Company or a General Motors dealer.

i)	Completion of the electronic disclosure requires a User ID and password to access the Remarketing Inventory Management System (RIMS). Contact the Remarketing Account

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ii)	The electronic disclosure box must be checked (Yes or No) confirming or denying previous damage. Failure to disclose previous damage at turn-in will be grounds for rejecting the vehicle.

iii)	Collision damage must be disclosed and supported by repair orders. Repair orders must accurately reflect all work performed and include all associated repair costs. The inspection provider, on General Motors behalf, will request a repair order when:

4)	Damage Allowance, Existing Damage and Previous Repairs

a)	General Motors will absorb the cost of repairs on vehicles returned with $450 or less existing damage.

i)	General Motors will charge the Daily Rental Company for current damage in excess of the $450 damage allowance plus a service fee.

ii)	Missing equipment will not be included as part of the chargeable damage allowance, but will be charged per the Missing Equipment Program (refer to Section 4 for MET).

iii)	The service fee will be applied as follows:

b)	Vehicles with existing damage exceeding $2,000 are “Currently Ineligible” for return.

c)

Prior repairs cannot exceed $2,500 for Category 1 vehicles, $3,000 for Category 2 vehicles, $3,500 for Category 3 vehicles, and $4,500 for Category 4 vehicles. These amounts exclude costs related to vehicle glass, tires, wheels, wheel covers, SIR system components, “Loss of Use”, sales tax and towing charges. Vehicles exceeding these maximums are not eligible for turn-in. See Exhibit A – Vehicle Categories/Prior Repair Limits.

d)	Vehicles with “Poor Prior Repairs” of $700 or less will be accepted. The estimated poor prior repair cost will be charged to the Daily Rental Company under the MET program. Vehicles with poor prior repairs exceeding $700 will be considered “Currently Ineligible” and released to the Daily Rental Company.

e)	Vehicles identified as “Currently Ineligible” due to mechanical, warranty/campaign, unacceptable glass, or un-matched tires, etc., will be gate released for repairs to these conditions only, and can be returned for acceptance consideration.

f)	When returned, if the vehicle has had partial repairs on any chargeable damage identified when it was originally inspected, including poor prior repairs, the entire vehicle must be repaired to no more than $100 in chargeable damage. A $75 re-inspection fee will apply.

a)	Abrasion – A lightly scratched or worn area of the finish either paint, clear coat, or chrome that does not penetrate to the base material of the part or panel.

b)	Chip – Confined area where paint has been removed from the surface usually not larger than 1/4 inch for purposes of these return guidelines.

c)	Dent – a depression of any size in the panel material whether metal, composite, or other, with or without paint damage.

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d)	Ding – A small dent, an inch or less in diameter, with or without paint damage.

e)	Gouge – An area where the damage has penetrated the finish and removed a portion of the base material of the part or panel.

f)	Scratch – A cut in the surface of any material that may or may not penetrate the finish.

g)	Scuff – A worn or rough spot that is deep enough to disturb the base material of the part or panel but does not remove any base material.

a)	Maximum of two dents per panel that are individually no larger than one inch in diameter, does not break the paint, and qualifies for Paintless Dent Removal (PDR) are non-chargeable.

b)	Scratches in the clear coat that do not penetrate the color coat and do not catch a finger nail are non-chargeable.

c)	Chips to door, hood or deck lid edges that do not reach flat panel surfaces are non-chargeable.

d)	An appearance fee and PDR may be used on the same panel.

e)	One dent that qualifies for PDR that contains one chip inside the dent would be charged $50 for the PDR and a $20 appearance fee for the chip, totaling $70. The chip must be no larger than one-quarter (1/4) inch in diameter and cannot exhibit any spider cracks around the chip.

f)	Chipped and scratched panels:

i)	All panels except hoods:

(1)	One to three chips individually no larger than one-quarter (1/4) inch in diameter are non-chargeable.

(2)	Four to six chips per panel will be charged a $20 appearance fee.

(3)	Over six chips per panel will require a minimum of a panel refinish.

ii)	Hood panels:

(1)	The chart below shows acceptable return conditions and applicable charges for hood damage. Scratches that individually do not exceed ¼ inch in length may be used in any combination with chips but not to exceed the quantities shown in the chart.

g)	Vehicles with damage confined to either the upper or lower half of a panel may qualify for a partial panel repair.

i)	A partial panel repair can only be considered when there is a clean break between the upper and lower portion of the panel.

ii)	A clean break is defined as a body side molding, cladding, etc., that runs from one end of the panel to the other with no gaps at either end.

iii)	Body lines are not a clean break and partial panel repair does not apply.

h)	The floor of a pick-up truck box is considered one panel. Two dents in the truck box no larger than one inch that do not break the paint are non-chargeable. One dent to the wheelhouse no larger than one inch that does not break the paint is non-chargeable. PDR cannot be used on the floor or wheelhouse of a pick-up truck.

i)	Paintless Dent Repair - General Motors’ inspection providers will utilize the Dent Wizard Paintless Dent Removal Guide to determine panel accessibility by vehicle. Below are PDR conditions, limitations, and applicable charges:

i)	Conditions

(1)	Rounded dents up to four inches in diameter

(2)	Minor creases, shallow palm prints and protrusions are allowed

(3)	Dents across body feature lines are allowed

(4)	PDR may be used to repair existing qualifying damage to a previously repaired panel that meets GM and industry repair standards

ii)	Limitations

(1)	No PDR on poor previous repairs.

(2)	No PDR utilizing hole drilling.

(3)	No PDR where the paint is broken unless chip/PDR applies.

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(4)	No PDR to sharp creases or creases over six inches.

iii)	Applicable Charges

(1)	Up to seven dings per panel will be charged $50 per panel.

(2)	Eight to 12 dings per panel will be charged $75 per panel.

(3)	Thirteen to 15 dings per panel will be charged $100 per panel.

(4)	One single dent up to six inches in diameter or one large shallow dent up to 18 inches in the hood, roof or deck lid will be charged $100.

1)	Vehicles with less than $2,000 in repaired or unrepaired hail damage *.

2)	Hail damage must be repaired using PDR as defined by the Dent Wizard PDR Guide.

3)	Vehicles with over $2,000 in repaired or unrepaired hail damage

4)	Vehicles showing evidence of Paintless Dent Repair that used hole-drilling techniques

a)	Stains that can be removed by normal reconditioning

b)	Abrasions that are not visually offensive

c)	Top structure must be operational and not damaged

a)	Bumpers will be inspected from a standing position. The chart below shows acceptable return conditions and applicable charges for painted and textured bumpers. Scratches that individually do not exceed ¼ inch in length may be used in any combination with chips but not to exceed the quantities shown in the chart.

b)	Partial bumper repairs to painted or textured surfaces are charged based upon the following criteria:

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(1)	Crack must be less than four inches in total. Puncture must not exceed the diameter of a U.S. quarter.

(2)	A maximum of two dents, individually not exceeding two inches in diameter and confined to 1/3 of the bumper area.

v)	Bumpers that are both painted and textured or two toned will be treated as separate bumpers and charged for each panel using the guidelines above.

c)	Mis-aligned front and/or rear bumper fascia from low impact collision is acceptable for $50 per bumper re-attachment fee. This charge covers the cost of re-attaching fasteners, aligning the bumper, and applies when no other damage is present. This charge cannot be used for poor previous bumper repair.

d)	Damage on the underside of the bumper observed during the undercarriage inspection, other than breakage, will not be chargeable. Cracked or broken bumpers, regardless of location will remain a chargeable repair or replacement.

e)	License plate screw holes in the front bumper cover used to attach the license plate to the bumper, without the proper bracket, will be charged a minimum $125 partial bumper repair.

f)	Metal Bumpers - Painted or Chrome:

a)	All tires must have 4/32 inch or better original tread across all primary tread grooves without any exposed belts. All tires must match by size, brand, tire line and load and speed rating.

b)	Only GM approved replacement tires are acceptable. GM Approved 2015 Replacement Tire Table is sent as a separate document. If the replacement tire cannot be located, a replacement from an approved manufacturer may be used, however, all tires must match by size, brand, tire line and load and speed rating.

c)	Tires with mushroom-type plugs, installed from the inside out, in the tread only, are acceptable. All other plugs and/or patches are unacceptable.

d)	The space saver spare tire used on most General Motors’ vehicles does not utilize the same criteria as the road tires. The space saver spare must be in the vehicle, inflated, and undamaged. The minimum 4/32 inch tread depth requirement does not apply.

e)	General Motors reserves the right to charge the Daily Rental Company via the MET Tire Program for an unacceptable repaired tire, with no right to review. Any flat, un-matched or incorrect tires will not be considered for the MET Tire Program.

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1)	All original equipment and accessories noted on the factory invoice must be on the vehicle. All missing parts (such as body side moldings, wheel covers, trunk mat, spare tire, rear van seats, jack and wheel wrench) are to be replaced prior to return with original GM equipment. All OEM options and accessories must be installed on the vehicle prior to being placed in daily rental service.

2)

Any after-market parts or accessories such as navigational systems, pick-up truck bed liners, running boards, etc., installed by the rental account or their agent must have GM Remarketing approval prior to installation. Drilling, electrical modifications, etc., without prior approval will render the vehicle “Permanently Ineligible”. Pick-up truck bed liners, running boards, etc., must be left on the vehicle at turn back.

1)

The Missing Equipment Program (MET) is designed to expedite turn-in by allowing the Daily Rental Company to pay for select missing parts or accessories as determined by GM Remarketing (refer to Exhibit C), as opposed to replacing the parts or accessories. Missing MET items will be deducted from the repurchase payment to the Daily Rental Company. Missing MET items will not be included as part of the $450 chargeable damage allowance (Refer to General Condition Standards – Section 4).

2)	A MET charge will be assessed for vehicles turned in with one or more missing floor mats, on vehicles so equipped. The Rental Account will be charged for a front or rear set of floor mats if one is missing. Floor mats are required per the Minimum Equipment Requirements.

3)	Keyless remotes, key fobs, and combo keys must be operational. A $30 re-programming fee will be charged for key fobs that do not operate the vehicle. The re-programming fee is included in the MET charge for missing key fobs and combo keys.

1)

Damage which compromises the integrity of the vehicle, repaired or not, will be grounds for permanently rejecting the vehicle. Any undercarriage damage resulting from improper tie-down of the vehicle will result in permanent rejection. Minor damage that has not been repaired (i.e., small dents, scrapes, or scratches) which does not compromise the structural integrity of the vehicle is acceptable on the following components:

a)	Floor Panel and Trunk Floor

b)	Mid-rail Assembly – no bulging or deformity of side rails; enlarged (not torn) stamped holes and surface scratches less than 12 inches are acceptable

c)	Outer Rocker Panels and Pinch Welds

d)	Frame Rails and Rail Extensions

e)	Sub-Frame Assemblies (Engine Cradles

f)	Torque Box Cover – non-collision related

2)	Total time for frame set-up and measure of 2.0 hours or less and 1.5 hours or less for any cosmetic repair is acceptable on the following components, provided there is no structural damage and the repairs meet GM standards:

a)	Frame rail and rail extensions

b)	Apron and upper reinforcements

c)	Cowl panel

d)	Hinge and Windshield “A” pillar

e)	Center “B” pillar

3)	Pulling or sectioning frame rails, door frames, and pillars are not acceptable. Repairs that utilize body filler or Bondo will, in most cases, cause the vehicle to be permanently rejected.

4)	Repaired damage or replacement of the following components is acceptable:

a)	Radiator core support

b)	Frame rail extensions

c)	Engine sub-frame (replacements only)

d)	Outer rocker panel

e)	Rear body panel

f)	Quarter panel (proper sectioning is acceptable)

g)	Roof (repair only, no repair to roof rails)

5)	Vehicles with misaligned doors are considered “Currently Ineligible” due to the difficulty in determining the cause of the misalignment.

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1)	At General Motors’ discretion, the Daily Rental Company may be named in any litigation brought against General Motors as a result of the rental company’s failure to disclose damages or use of non-GM OEM parts. If a Daily Rental Company attempts to return vehicles with non-disclosed damage or purposely conceals prior repairs, it will result in loss of turn-back privileges.

1)	Forecast

a)	Daily Rental Company must notify GM in writing at least 30 days prior to vehicle turn-in, of the turn-in location and the return volumes.

b)	Daily Rental Company must provide the turn-in location with a two week forecast of daily return volumes every week.

c)	GM on occasion may limit daily return volumes based upon yard capacities.

d)	Forecast should be sent via e-mail to the respective General Motors account representative. Contact information including E-mail addresses can be found on page three. Failure to provide forecast, may result in delayed acceptance of vehicles.

2)	Delivery

a)

Vehicles returned for repurchase shall be delivered to a General Motors approved turn-in location and parked in the designated return area at no expense to General Motors. A list of GM approved locations is attached and is subject to change at General Motors’ discretion (Exhibit B). Normal operating hours for delivery is 8 am to 5 pm, Monday through Friday. The Daily Rental Company should allow sufficient time to prepare the vehicle for turn-in including:

i)	Inspect and prep vehicle according to GM Return Guidelines, i.e., clean, vacuum, repair or replace items, as needed

ii)	Miscellaneous M.E.T. items should be visible on the front seat

iii)	Mark vehicle as a rental repurchase unit

iv)	Provide electronic damage/repair disclosure

v)	Submit a clear title to an approved Title Center (prior to returning vehicle recommended)

vi)	Transport vehicle to nearest GM approved turn-back location

vii)	Upon arrival at turn-back location, obtain directions to the inspection area

viii)	Park vehicle and leave unlocked

3)	Inspection at Turn-In

a)	Vehicles will be inspected by an authorized representative of GM, using an electronic Condition Report. The initial vehicle inspection will be provided to the Daily Rental Company at General Motor’s expense.

b)	The Daily Rental Company will be charged $75 for each inspection or verification required after the initial inspection. The $75 re-inspection fee will be charged when a vehicle has been previously inspected and removed by the Daily Rental Company prior to acceptance, or when the Daily Rental Company replaces MET items.

c)	Hawaii vehicles will be charged $115 for each inspection required after the initial inspection.

4)	Vehicle Reports and Reviews

a)	Vehicle Condition Reports, Missing Title Reports, Met/non-Met Reports, and Gate-Release reports are available daily through the General Motors Vehicle Inspection Website (VIW). Rental Accounts can access this data using an assigned I.D. and password that can be obtained by contacting the GM Rental Support Representative.

b)	Rental Accounts are provided a Met/Non-Met report by the inspection provider detailing vehicles that have been inspected and are available for review. The report is printed twice daily, mid-day and closing. The report printed at the end of the day will contain information on only those vehicles completed after the mid-day report was printed.

c)	Vehicle worksheets are printed and available to the rental accounts throughout the day.

d)	Reviews are conducted throughout the day. Reviews must be completed prior to 3:00 pm the day following printing of the worksheet. If the review is not completed prior to 3:00 pm, the vehicle will be processed as shown on the original inspection.

e)	Vehicles with current damage under $450 and MET charges under $100 will be processed as written, with no right to review. Programming of key fobs is not included in the $100 total and is not a reviewable MET charge.

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5)	Acceptance / Stop Depreciation

a)	Depreciation stops and the vehicle will be accepted once it has passed inspection, a lien-free title has been provided, and all program requirements have been satisfied.

b)	A copy of the condition report or an electronic file will serve as the acceptance receipt for the Daily Rental Company. The date used to stop depreciation will be identified on the acceptance line of the condition report or the electronic file.

6)	Rejects

a)	Rejected or ineligible vehicles must be removed from return locations within three business days of notification. Failure to remove these vehicles may delay the processing of any additional returns until the rejects have been resolved.

b)	Vehicles that are classified as permanent rejects by the inspection provider will be assessed a $75 service charge. General Motors Remarketing will provide a quarterly invoice which will include the VIN, turn back location, and turn-in date. Payment is expected within 14 days.

c)

It is General Motors’ practice to ship vehicles once they pass the inspection process, with or without acceptance. On rare occasions, the title arrives late and the vehicle exceeds the maximum allowable in-service time. When this occurs, these vehicles will be rejected and all charges incurred by the auction, including shipping cost, will be charged to the Daily Rental Account and must be paid prior to release of the vehicle.

d)	If disqualifying damage is noted after vehicle acceptance, General Motors will invoice the Daily Rental Company for the vehicle purchase price, an administrative fee of $250, plus any additional costs incurred following vehicle acceptance (i.e., freight, cleanup, repairs), by a debit to current funds, or if no funds are available, a check forwarded to:

f)	Vehicles removed from the program are the responsibility of the Daily Rental Company. The Daily Rental Company must arrange vehicle pick-up at the location designated by General Motors.

7)	Miscellaneous

a)	Rental Account request for return of vehicle:

i)	Prior to acceptance

(1)	Vehicle will be temporarily rejected by General Motors and the vehicle will be returned to the rental account. If the vehicle is returned at a later date, a $75 re-inspection fee will be charged.

i)	After acceptance

(1)	Payment can be stopped – The vehicle will be released to the rental account from its current location. A $250 administrative fee will be charged to the rental account in addition to any expenses incurred by GM including inspection cost, shipping, marshaling yard fee, and auction expenses.

(2)	Payment cannot be stopped or funds have already been disbursed – The vehicle will not be returned to the rental account.

b)	Mechanical and body shop labor rates used to calculate chargeable damage are shown below and are subject to change:

i)	$40.00 Paint and Metal Repair

ii)	$40.00 Part Replacement or Mechanical

c)	Auction and Marshaling Yard Property

i)	Any abuse of personnel or property at a GM approved return facility by a Daily Rental Company representative will result in the immediate expulsion of said person from the property.

d)	Holidays and Closures

i)	All General Motors approved turn-in locations will be closed on the following dates:

(1)	January 1

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(2)	May 25

(3)	July 3

(4)	September 7

(5)	November 26

(6)	November 27

(7)	December 24 – January 1, 2016

ii)	The last day for rental returns is December 21, 2015. Vehicle reviews must be completed by December 23, 2015.

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1.	PROGRAM NAME AND NUMBER:

2.	PROGRAM DESCRIPTION/RULES:

3.	OTHER PROGRAM GUIDELINES:

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1.	PROGRAM NAME AND NUMBER:

2.	PROGRAM DESCRIPTION:

3.	PROGRAM START DATE/PROGRAM END DATE/IN SERVICE PERIOD:

4.	ELIGIBLE MODELS/REQUIRED OPTIONS FOR ORDER AND DELIVERY:

a.	The vehicle was purchased directly from GM or from another dealer in the United States

b.	Title to the vehicle was retained by the franchised dealer through the point of sale

c.	Delivery to the ultimate fleet customer can be proven

a.	Valid GM FAN (Fleet Account Number)

b.	Option Codes: VX7 and DRFC code

c.	Order Type: FDR

d.	Delivery Type: 020 – Daily Rental (vehicle will be auto delivered if using a qualified FAN)

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5.	COMPATIBLE INCENTIVES & ALLOWANCE PROGRAMS:

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6.	GENERAL PROGRAM GUIDELINES:

a.	"The bona fide rental of a vehicle involving use and payment by a customer on an hourly, daily, weekly, or monthly basis. Usage of any such vehicle(s) by a customer for a period of four (4) consecutive months or longer shall be deemed to constitute leasing, and not rental, and will make the vehicle ineligible for purchase or other incentives."

b.

If a vehicle enrolled in the Daily Rental Purchase Program is found to be on-rent (lease) to a customer in excess of the above guideline, or if the customer consecutively rents multiple enrolled vehicles for an aggregate term of four (4) or more months, all vehicles involved in such transactions will not be considered rental vehicles and will be ineligible for purchase or incentives. GM may audit the DRFC to ensure compliance with this guideline.

C.	All eligible vehicles must be delivered to the DRFC through a GM dealership or a qualified drop-ship location. Purchases or deliveries made through any other entity or any other location(s) are ineligible for incentive payment(s).

D.	GM reserves the right to audit dealer records and disqualify any sales allowance in the event such sales do not meet the program requirements. All monies improperly paid will be charged back. Failure to comply with the program requirements may result in the dealer being disqualified for future participation in fleet programs and termination of dealer sales and service agreement(s).

E.

Optional equipment and, in special circumstances, certain standard equipment can be added to or deleted from GM vehicles during the ordering and manufacturing process by DRFCs. It is the DRFC’s responsibility to ensure that actual vehicle content is properly disclosed to a buyer or transferee when disposing of a vehicle. DRFCs that use third party build specifications to promote the sale of their vehicles should be especially careful to ensure the accuracy of that data.

F.	GM reserves the right to cancel, amend, revise or revoke any program, at any time, based on its sole business judgment(s). Final decisions in all matters relative to interpretation of any rule or phase of this activity rest solely with GM.

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1.

GM will pay to the Daily Rental Fleet Customer (hereinafter “DRFC”) a pro rata portion of the matrix money on the fourth Thursday of the month following Vehicle delivery and receipt of an electronic media transmission to GM’s Remarketing Information System (RIMS) by the second Friday of the month. An electronic media transmission received after the second Friday of the month will be paid by the fourth Thursday of the following month. If the fourth Thursday is a banking holiday, funds will be received the next banking day. Application for this incentive must be made no later than December 31, 2016. A complete schedule of due dates and payment dates is detailed in this Attachment 4, Page 2.

2.

The agreed upon volume and mix requirements set forth in Attachment 3 and/or 2A are subject to adjustment upon receiving GM’s prior approval. Should GM agree to an adjustment, the changes will be reflected on a quarterly basis and a revision to Attachment 3 and/or 2A will be issued and signed by both parties. Actual approved volumes and contractually stated volumes can vary based on the timing of contractual updates. Any payments received prior to attaining the required volume will be returnable to GM at the close of the model year should the volume not be attained. At GM’s discretion, any pro rata monthly payment processed in error on volume not approved by GM will be charged back through the DRFC’s open account during the following month.

3.

It is understood that the payment of the per unit amount due to the DRFC is based upon achieving the agreed upon volume and mix requirements set forth in Attachment 3 and/or 2A. In the event that the required number of vehicles at the agreed upon mix is not achieved, all payments made by GM will be reimbursed by the DRFC to GM on demand. Such reimbursement will be GM’s sole remedy for the DRFC’s failure to purchase or lease the agreed upon number of vehicles. The DRFC shall be liable for such reimbursement.

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1.

GM extends the terms and conditions of GM’s 2016 Model Year Daily Rental Purchase Program (refer to Attachment 1) for Model Years [*REDACTED*]. GM is entitled to place “new” models (as defined by GM) on any of the purchase percentage tiers, or to create a new tier. Additionally, GM is entitled to shift vehicles only to higher percentage tiers, (e.g. shift from tier 1 to tier 2, thus lowering ABG’s vehicle depreciation cost).

2.	GM reserves the right to revise the respective depreciation rates on any Daily Rental Purchase Program in the [*REDACTED*] Model Years.

3.	GM commits to ABG the availability during Model Years [*REDACTED*] of daily rental vehicles under any or all of the following purchase programs: VX7, VN9, and YT1. GM and ABG agree that all volumes purchased under the VX7 program will be combined with VN9 and YT1 volumes toward the overall volume commitment(s), and for Model Year volume bonus payments, if any.

4.	GM and ABG will mutually agree to the following:

a.	Vehicle mix and production timing

b.	Volume and mix of vehicles within purchase programs VN9, YT1 and VX7