First Amendment  to the Amended and Restated Loan Agreement



 Exhibit 10.12 
 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT 
 This FIRST AMENDMENT (this
“Amendment”), dated as of May 9, 2007, amends the Amended and Restated Loan Agreement, dated as of June 3, 2004 (the “AESOP II Loan Agreement”), among AESOP LEASING CORP. II, a Delaware corporation
(“AESOP Leasing II” or the “Borrower”), AESOP LEASING CORP., a Delaware corporation (“Original AESOP”), as Permitted Nominee of the Borrower, and AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC (formerly
known as Cendant Rental Car Funding (AESOP) LLC), a Delaware limited liability company (“ABRCF” or the “Lender”). Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed to
such terms in the Definitions List attached as Schedule I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, as amended (the “Base Indenture”), between ABRCF, as issuer, and The Bank of New York Trust
Company, N.A. (as successor in interest to The Bank of New York), as trustee (the “Trustee”), as such Definitions List may from time to time be amended in accordance with the terms of the Base Indenture or the AESOP II Loan
Agreement, as applicable. 
 WITNESSETH: 
 WHEREAS, pursuant to Section 13.1 of the AESOP II Loan Agreement, the AESOP II Loan Agreement may be amended with an agreement in writing and signed and delivered by the Lender, AESOP Leasing II and
Original AESOP and consented to in writing by the Trustee; 
 WHEREAS, pursuant to Section 12.2 of the Base Indenture, the AESOP
II Loan Agreement may be amended with the written consent of ABRCF, the Trustee, any applicable Enhancement Provider, and the Requisite Investors; 
 WHEREAS, the parties desire to amend the AESOP II Loan Agreement to reflect (i) a change in Original AESOP’s ability to make or declare certain dividends, distributions, purchases and acquisitions, (ii) to reflect ABCR’s
entrance into a Guaranteed Depreciation Program with each of GM and Ford and (iii) name changes of certain entities; and 
 WHEREAS,
ABRCF has requested the Trustee, each applicable Enhancement Provider and the Requisite Investors to, and the Trustee, each applicable Enhancement Provider and the Requisite Investors have consented to, the amendment of certain provisions of the
AESOP II Loan Agreement as set forth herein; 
 NOW, THEREFORE, it is agreed: 
 1. The AESOP II Loan Agreement is hereby amended by (i) deleting the term “Cendant Car Rental Group, LLC” and replacing it with “Avis
Budget Car Rental, LLC” in each place such term appears, (ii) deleting the term “CCRG” and replacing it with “ABCR” in each place such term appears, (iii) deleting the term “Cendant Rental Car Funding (AESOP)
LLC” and replacing it with “Avis Budget Rental Car Funding (AESOP) LLC” in each place such term appears, (iv) deleting the term “CRCF” and replacing it with “ABRCF” in each place such term appears and
(v) deleting the term “Avis Rent A Car System, Inc.” and replacing it with “Avis Rent A Car System, LLC” in each place such term appears. 







 2. Section 3.2 and Annex I (Vehicle Acquisition Schedule and Related
Information) to Exhibit B-1 to the AESOP II Loan Agreement are hereby amended such that all references therein to “GM Repurchase Program” shall hereby be replaced with “GM Guaranteed Depreciation Program or GM
Repurchase Program, as applicable.” 
 3. Section 10.6 of the AESOP II Loan Agreement is hereby amended and restated as
follows: 
 “SECTION 10.6. Dividends, Officers’ Compensation, etc. (i) Declare or pay any dividends on
any shares of its capital stock or make any other distribution on, or any purchase, redemption or other acquisition of, any shares of its capital stock except (x) in the case of AESOP Leasing II, out of funds in the AESOP II Segregated Account
and (y) in the case of AESOP Leasing II and Original AESOP, dividends on its capital stock provided that no Amortization Event, Potential Amortization Event, AESOP II Operating Lease Vehicle Deficiency, Aggregate Asset Amount Deficiency,
Enhancement Deficiency, Event of Default, Liquidation Event of Default, Limited Liquidation Event of Default, Potential Enhancement Agreement Event of Default, Enhancement Agreement Event of Default, Potential AESOP II Operating Lease Event of
Default, AESOP II Operating Lease Event of Default, Potential AESOP II Loan Event of Default or AESOP II Loan Event of Default has occurred or is continuing or would result therefrom, or (ii) pay any wages or salaries or other compensation to
officers, directors, employees or others except out of earnings computed in accordance with GAAP applied on a consistent basis and, in the case of AESOP Leasing II, only from funds in the AESOP II Segregated Account.” 
 4. This Amendment is limited as specified and, except as expressly stated herein, shall not constitute a modification, acceptance or waiver of any other
provision of the AESOP II Loan Agreement. 
 5. This Amendment shall become effective as of the date (the “Amendment Effective
Date”) on which each of the following has occurred: (i) each of the parties hereto shall have executed and delivered this Amendment to the Trustee, (ii) the Rating Agency Consent Condition shall have been satisfied with respect to
this Amendment and (iii) the Requisite Investors, the Trustee, the Lender and, for any applicable Series of Notes, each applicable Enhancement Provider, shall have consented hereto. 
 6. From and after the Amendment Effective Date, all references to the AESOP II Loan Agreement shall be deemed to be references to the AESOP II Loan
Agreement as amended hereby. 
 7. This Amendment may be executed in separate counterparts by the parties hereto, each of which when so
executed and delivered shall be an original but all of which shall together constitute one and the same instrument. 
  

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 8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective
duly authorized officers as of the date above first written. 
  

			
	AESOP LEASING CORP. II
		
	By:	 	AESOP LEASING CORP., its general partner


  

					
		
	By:	 	/s/ Karen C. Sclafani
		 	Name:	 	Karen C. Sclafani
		 	Title:	 	Executive Vice President, General Counsel and Assistant Secretary


  

					
	AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC
		
	By:	 	/s/ Karen C. Sclafani
		 	Name:	 	Karen C. Sclafani
		 	Title:	 	Executive Vice President, General Counsel and Assistant Secretary


  

					
	AESOP LEASING CORP.
		
	By:	 	/s/ Karen C. Sclafani
		 	Name:	 	Karen C. Sclafani
		 	Title:	 	Executive Vice President, General Counsel and Assistant Secretary


  

					
	Acknowledged and consented to:
	
	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
		
	By:	 	/s/ Marian Onischak
		 	Name:	 	Marian Onischak
		 	Title:	 	Vice President