First Amendment, dated as of May 9, 2007, to the Series 2007-1 Supplement



 Exhibit 10.28 
 FIRST AMENDMENT TO THE 
 SERIES 2007-1 SUPPLEMENT 
 This FIRST AMENDMENT TO THE SERIES 2007-1 SUPPLEMENT (this “Amendment”), dated as of May 9, 2007, amends the Series 2007-1
Supplement (the “Series 2007-1 Supplement”), dated as of May 1, 2007, and is among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC), a special purpose limited liability
company established under the laws of Delaware (“ABRCF”), AVIS BUDGET CAR RENTAL, LLC (formerly known as Cendant Car Rental Group, LLC and Cendant Car Rental Group, Inc.) (“Avis Budget”), a limited liability company
established under the laws of Delaware, as administrator (the “Administrator”), DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (the “Administrative Agent”), the several commercial paper conduits listed
on Schedule I thereto (each a “CP Conduit Purchaser”), the several banks set forth opposite the name of each CP Conduit Purchaser on Schedule I thereto (each an “APA Bank” with respect to such CP Conduit Purchaser),
the several agent banks set forth opposite the name of each CP Conduit Purchaser on Schedule I thereto (each a “Funding Agent” with respect to such CP Conduit Purchaser), THE BANK OF NEW YORK TRUST COMPANY, N.A. (as successor in
interest to The Bank of New York), a national banking association, as trustee (in such capacity, the “Trustee”) and as agent for the benefit of the Series 2007-1 Noteholders (in such capacity, the “Series 2007-1
Agent”), to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the
“Base Indenture”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided therefor in the Definitions List attached as Schedule I to the Base Indenture (as amended through the
date hereof) or the Series 2007-1 Supplement, as applicable. 
 WITNESSETH: 
 WHEREAS, pursuant to Section 12.2(i) of the Base Indenture, an amendment to any Supplement requires the consent of ABRCF, the Trustee and each
affected Noteholder of the applicable Series of Notes; 
 WHEREAS, the parties desire to amend the Series 2007-1 Supplement to increase the
Series 2007-1 Maximum Non-Program Vehicle Percentage; and 
 WHEREAS, ABRCF has requested the Trustee, the Series 2007-1 Agent and each
Series 2007-1 Noteholder to, and, upon the effectiveness of (i) this Amendment and (ii) the letter (the “Consent Letter”), dated as of the date hereof, among ABRCF and each Series 2007-1 Noteholder, ABRCF, the Trustee, the
Series 2007-1 Agent and the Series 2007-1 Noteholders have agreed to, amend certain provisions of the Series 2007-1 Supplement as set forth herein; 









 NOW, THEREFORE, it is agreed: 
 1. The following defined term, as set forth in Article I(b) of the Series 2007-1 Supplement, is hereby amended and restated in its entirety as
follows: 
 “Series 2007-1 Maximum Non-Program Vehicle Percentage” means, as of any date of determination, the sum of
(a) 60% and (b) a fraction, expressed as a percentage, the numerator of which is the aggregate Net Book Value of all Redesignated Vehicles manufactured by a Bankrupt Manufacturer or a Manufacturer with respect to which a Manufacturer Event
of Default has occurred, and in each case leased under the AESOP I Operating Lease or the Finance Lease as of such date, and the denominator of which is the aggregate Net Book Value of all Vehicles leased under the Leases as of such date.

 2. Clause (ii) of the defined term Series 2007-1 Required Enhancement Amount, as set forth in Article I(B) of the Series 2007-1
Supplement, is hereby amended and restated in its entirety as follows: 
 “(ii) the Series 2007-1 Percentage of the greater of
(x) the excess, if any, of the Non-Program Vehicle Amount as of the immediately preceding Business Day over the Series 2007-1 Maximum Non-Program Vehicle Amount as of the immediately preceding Business Day and (y) the excess, if any, of
the Net Book Value of all Non-Program Vehicles (other than (i) Unaccepted Program Vehicles and (ii) Vehicles subject to a Manufacturer Program with a Specified Eligible Non-Program Manufacturer) leased under the AESOP I Operating Lease as
of the immediately preceding Business Day over (B) the Series 2007-1 Maximum Non-Program Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business Day;”

 3. 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 Series 2007-1 Supplement. 
 4. 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, (iii) all certificates and opinions of counsel required under the Base Indenture shall have been delivered to the Trustee and (iv) each Series 2007-1 Noteholder shall have executed the Consent
Letter consenting hereto. 
 5. From and after the Amendment Effective Date, all references to the Series 2007-1 Supplement shall be deemed
to be references to the Series 2007-1 Supplement as amended hereby. 
 6. 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. 
 7. 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. 
  

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


  

					
	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee and Series 2007-1 Agent
		
	By:	 	/s/ Marian Onischak
		 	Name:	 	Marian Onischak
		 	Title:	 	Vice President