AVIS RENT A CAR SYSTEM, INC. SYSTEM LICENCE AGREEMENT

Exhibit 10.61

AVIS RENT A CAR SYSTEM, INC.

SYSTEM LICENCE AGREEMENT

THIS AGREEMENT , made this 22nd day of October 1986 between Avis Rent A Car System, Inc., a Delaware corporation, with principal offices at 900 Old Country Road, Garden City, Long Island, New York, hereinafter called “Licensor”, and Avis Europe plc an English company, of Avis House, Station Road, Bracknell, Berks, hereinafter called “Licensee”.

WITNESSETH

Whereas, Licensor is the exclusive owner of, and has the right to use and to license others to use, a plan or system for conducting the business of renting and leasing motor vehicles, with or without drivers, hereinafter called “vehicle rental business”, which plan or system consists, among other things, of uniform methods of operation, accounting, advertising service and publicity, courtesy and credit card service, kind and amount of insurance protection, method of procuring insurance protection and equipment, style and character of equipment, furnishings and appliances used in the conduct of a system generally known as Avis Rent a Car System and sometimes referred to hereinafter as the “System”; and

Whereas, Licensee is desirous of obtaining a licence to use the System in the conduct of a vehicle rental business and to sub-license the System to others in the area hereinafter set forth;

NOW, THEREFORE, in consideration of the sum of $1 and of the mutual covenants contained herein, it is agreed by and between the parties hereto as follows:

1.1 Licensor hereby grants to the Licensee, subject to the terms and conditions hereof, an exclusive licence to use the System, and to grant to sub-licensees (“Sub-licensees”) sub-licences for the use of the System, and to permit Sub-licensees to grant sub-licences for the use of the System, in the conduct of a vehicle rental business in that part of the world bounded to the west of the Greenwich Meridian by a line running from the north pole to the south pole along 30 degrees of longitude (but including that part of the Azores and Greenland which lies to the west of such line) and to the east of the Greenwich Meridian by a line running from the north pole to the south pole along 60 degrees of longitude (but including that part of the USSR and Iran which lies to the east of such line) excluding Madagascar and the continent of Africa which lies to the west of the Suez canal and the Red Sea (“the Territory”);

1.2 This licence commences on 5 November 1986 and terminates on 30 November 2036.

1.3 During the term of this agreement, Licensor covenants that it will not grant a licence to use the System in the conduct of a vehicle rental business in the Territory to anyone other than Licensee and that it will not itself conduct a vehicle rental business within the Territory.

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Licensee recognises and acknowledges without any limitation or reservation of any kind or nature Licensor’s interest in and exclusive right to the System as described above, and to all parts thereof, including, without limitation, all bulletins or procedures and supplements thereto and all forms set forth or described from time to time therein, and all forms, advertising matter and devices from time to time used as a part of, in connection with, or applicable to the System, and Licensee further recognises and acknowledges the exclusive right of Licensor to grant this licence and to grant licences to others to use the System in the conduct of a vehicle rental business. Licensee does hereby accept this licence, and does covenant and agree to conduct a vehicle rental business only within the Territory, including airports, ports and railroad stations therein and only in accordance with the methods, rules and regulations of the System as now constituted, or as the same may from time to time be changed or amended as provided herein.

3.1 All claims for indemnification under this Agreement in respect of any third party claim shall be asserted and resolved as provided in this Section 3.

3.2 In the event that any third party claim or demand (a “Claim”) for which either party (“Indemnitor”) may be liable under this Agreement to indemnify the other party (“Indemnitee”) is asserted against or sought to be collected from Indemnitee, Indemnitee shall as promptly as practicable inform Indemnitor in writing of the Claim, and shall provide such details of the Claim (including amount, if known) and any documents relating thereto as are then available to it (the “Claim Notice”). The failure on the part of Indemnitee to give a Claim Notice promptly shall not relieve the Indemnitor of any. indemnification obligations hereunder unless, and then only to the extent that, the Indemnitor is materially prejudiced thereby.

3.3 The Indemnitor shall have 15 days from delivery of the Claim Notice (the “Notice Period”) to inform Indemnitee whether or not it desires to conduct the defence of the Claim, in which case Indemnitor shall, at its sole cost and expense, have the right to defend Indemnitee by appropriate proceedings and by counsel reasonably acceptable to Indemnitee and shall have the sole power to direct and control such defence; provided that Indemnitee may participate in such defence at its sole cost and expense.

3.4 Indemnitee shall not settle a Claim for which it is indemnified by Indemnitor unless Indemnitor does not defend Indemnitee against such Claim, except that Indemnitee shall have the sole right to defend, settle or compromise a Claim with respect to which it has waived its right to indemnification pursuant to this Agreement.

3.5 If Indemnitor does not serve notice under Section 3.3 during the Claim Period, Indemnitee may take such steps as are reasonable to defend itself against a Claim and to settle or compromise such Claim.

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3.6 Unless Indemnitee agrees (such agreement not to be unreasonably withheld) Indemnitor may settle or compromise actions and consent to entry of judgments only on terms providing for the delivery of the claimant or plaintiff of a duly executed written unconditional release of Indemnitee from all liability in respect of such action.

3.7 During the Notice Period, Indemnitee may, without prejudicing its right to indemnification, take reasonable actions to preserve all and any rights with respect to the subject matter of a Claim notified to Indemnitor.

3.8 Indemnitee will provide all assistance and access to all documents and personnel reasonably required by Indemnitor in connection with the Defence of any Claim.

Licensee covenants and agrees:

(a) To provide or use its reasonable endeavours to procure that its Sub-licensees agree to provide bodily injury and property damage liability insurance in each country within the Territory in at least the minimum legal amount for such country or the amount extended to customers in such country by companies of similar international stature, whichever is the greater. In addition to the renter, such insurance shall protect as an insured, Licensee, the appropriate Sub-licensee, Licensor, its parent, subsidiaries and affiliates, members of the renter’s immediate family, and his employer and employees where authorised by the renter to use the motor vehicle rented. It shall be a violation of this Agreement for Licensee to rent vehicles without providing insurance in the amounts which it has so notified Licensor it is providing. Licensee shall also procure that insurance is made available in the type and in the minimum amounts specified in agreements entered into by Licensor with certain corporate customers and to which Licensee agrees in writing.

(b) At its option, when and on the terms and conditions of the program then offered to Licensee by Licensor, to pay the stipulated amount (the “DIC” charge) for bodily injury and property damage liability insurance coverage relating to claims, suits or proceedings, instituted and maintained outside of the Territory but which arise, in whole or in part, from accidents, events, incidents or transactions occurring in the Territory or involving a vehicle owned by Licensee. Licensor shall advise Licensee in writing promptly at the beginning of each fiscal year during which the program will be available to Licensee of the amount of such charge. Such amount shall, if Licensee has opted to participate in the program, be paid to Licensor within thirty (30) days after receipt by Licensee of Licensor’s notice of the amount to be paid. It is specifically agreed that Licensee is not paying a premium nor is Licensee buying insurance.

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(c) To indemnify and save Licensor, its parent, subsidiaries and affiliates, harmless from all loss, cost, liability and expense, including attorney’s fees, incurred in connection with or arising out of the operation of Licensee’s businesses unless caused by the acts of Licensor, its agents or servants. Licensor, when defending any suits or claims which would be covered by the indemnity by Licensee shall consult with Licensee on such defence and shall not settle any suit or claim without the prior consent or Licensee.

(d) So long as Licensee shall perform and carry out all the terms, covenants, conditions and provisions of this License Agreement, and shall exercise its option to pay the DIC charge as provided above, Licensee shall be relieved of any obligation to indemnify and save harmless in connection with any claim, suit or proceeding instituted and maintained outside the Territory and which would normally be covered by the insurance maintained by Licensee as provided in Section 4.1(a) had such claim, suit or proceeding been instituted and maintained within the Territory.

To provide each person renting a vehicle, members of his immediate family, and renter’s employer and employees operating such vehicle with renter’s permission, without extra charge with an automatic release from all liability of any of such persons for damage to the rented vehicle caused by collision or upset in excess of such amount as Licensee may specify or fire, theft, casualty or other perils normally protected against by a comprehensive physical damage insurance policy. In addition, Licensee shall unless prohibited by local law make available to the renter at such rate as Licensee may specify, an automatic release from all such damages without limitation.

To use at the time of renting of a vehicle, a Rental Agreement which complies with the guidelines established in accordance with Section 6.

To conduct the vehicle rental business under this Agreement in a businesslike manner and in compliance with all the applicable laws, rules and regulations appertaining thereto, and with all bulletins, directives by letter and instructions contained in Avis System Station or Licensee Manual or other manuals which may from time to time be issued by Licensor respecting the conduct by Licensees of the vehicle rental business (to the extent that such bulletins, directives and instructions are binding on Licensee under Section 6); to maintain the premises in a clean, safe and orderly manner so that they will at all times present a neat appearance; to keep all motor vehicles used by Licensee in the conduct of the vehicle rental business in a safe, efficient and presentable condition and in first class mechanical and running order, and to use in the conduct of its transient rent a car operations passenger cars of the current or next preceding model year only, consistent with past practice.

To permit Licensor, at all reasonable times during business hours, to inspect the Licensee’s business premises and all parts thereof and to inspect the motor vehicles and to examine and audit any or all of the bo