Second Amendment, dated as of August 27, 2009, to the Series 2006-1 Supplement



 Exhibit 10.1 
 SECOND AMENDMENT TO THE SERIES 2006-1 SUPPLEMENT 
 This SECOND AMENDMENT (this “Amendment”), dated as of September 1, 2009, amends the Series 2006-1 Supplement (the “Series 2006-1 Supplement”), dated as of January 19, 2006, as amended by the First
Amendment thereto, dated May 9, 2007, and is between 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”) and THE BANK OF NEW YORK MELLON 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 2006-1 Noteholders and the Surety Provider (in such capacity, the “Series 2006-1 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 2006-1 Supplement, as applicable. 
 W I T N E S S E T H: 
 WHEREAS, pursuant to Section 12.2(i) of the Base Indenture, an amendment to any Supplement requires the consent of ABRCF, the Trustee, the applicable Enhancement Provider and each affected Noteholder
of the applicable Series of Notes; 
 WHEREAS, pursuant to Section 6.11 of the Series 2006-1 Supplement, the Surety
Provider is deemed to be the sole holder of the Series 2006-1 Notes for the purpose of giving all consents, waivers and approvals under the Series 2006-1 Supplement and the Base Indenture on behalf of the Series 2006-1 Notes; 
 WHEREAS, ABRCF has requested the Trustee, the Series 2006-1 Agent and the Surety Provider 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 the Surety Provider, ABRCF, the Trustee, the Series 2006-1 Agent and the Surety Provider have agreed to, amend certain
provisions of the Series 2006-1 Supplement as set forth herein; 
 WHEREAS, the parties desire to amend the Series 2006-1
Supplement (1) to increase the Series 2006-1 Maximum Non-Program Vehicle Percentage, (2) to increase the number of Kia, Suzuki and Hyundai Vehicles ABRCF can purchase for inclusion in the AESOP I Operating Lease Loan Agreement Borrowing
Base and (3) to require a certain percentage of Kia and Hyundai vehicles to be included at the Series 2006-1 Standard & Poor’s Highest Enhanced Vehicle Percentage in the AESOP I Operating Lease Loan Agreement Borrowing Base; and

 WHEREAS, ABRCF has requested the Trustee, the Series 2006-1 Agent and each Noteholder to, and, upon this Amendment becoming
effective, ABRCF, the Trustee, the








 
Series 2006-1 Agent and the Surety Provider, voting as the deemed sole Noteholder, have agreed to, amend certain provisions of the Series 2006-1 Supplement as set forth herein; 

NOW, THEREFORE, it is agreed: 
 1. Each of the following defined terms, as set forth in Article I(b) of the Series 2006-1 Supplement, is hereby amended and restated in its entirety as follows: 
 “Series 2006-1 Maximum Manufacturer Amount” means, as of any day, any of the Series 2006-1 Maximum
Mitsubishi Amount, the Series 2006-1 Maximum Individual Isuzu/Subaru Amount, the Series 2006-1 Maximum Hyundai Amount, the Series 2006-1 Maximum Kia Amount or the Series 2006-1 Maximum Suzuki Amount. 
 “Series 2006-1 Maximum Non-Program Vehicle Percentage” means, as of any date of determination, the sum of
(a) 85% 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.

 “Series 2006-1 Required Enhancement Amount” means, as of any date of determination, the sum
of (i) the product of the Series 2006-1 Required Enhancement Percentage as of such date and the Series 2006-1 Invested Amount as of such date, (ii) the Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the immediately
preceding Business Day of the excess, if any, of the Non-Program Vehicle Amount as of such date over the Series 2006-1 Maximum Non-Program Vehicle Amount as of such date, (iii) the Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of
the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased under the Leases as of such date over the Series 2006-1 Maximum Mitsubishi Amount as of such date,
(iv) the Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Isuzu or Subaru, individually, and leased
under the Leases as of such date over the Series 2006-1 Maximum Individual Isuzu/Subaru Amount as of such date, (v) the Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any,
of the aggregate Net Book Value of all Vehicles manufactured by Hyundai and leased under the Leases as of such date over the Series 2006-1 Maximum Hyundai Amount as of such date, (vi) the Series 2006-1 AESOP I Operating Lease Vehicle Percentage
as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Kia and leased under the Leases as of such date over the Series 2006-1 Maximum Kia Amount as of such date,
(vii) the Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Suzuki and leased under the Leases as of such
date over the Series 2006-1 Maximum Suzuki Amount as of such date, (viii) the Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the

  

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immediately preceding Business Day of the excess, if any, of the Specified States Amount as of such date over the Series 2006-1 Maximum Specified States Amount as of such date and (ix) the
Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the Non-Eligible Manufacturer Amount as of such date over the Series 2006-1 Maximum Non-Eligible Manufacturer Amount as
of such date. 
 “Series 2006-1 Standard & Poor’s Highest Enhanced Vehicle
Percentage” means, as of any date of determination, a fraction, expressed as a percentage, (a) the numerator of which is the sum, without duplication, of (i) the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease that are manufactured by either of the Standard & Poor’s Specified Non-Investment Grade Manufacturers as of such date, (ii) the excess, if any, of (A) the aggregate Net Book Value of all Vehicles leased under
the AESOP I Operating Lease that are manufactured by a Standard & Poor’s Non-Investment Grade Manufacturer other than a Standard & Poor’s Specified Non-Investment Grade Manufacturer, as of such date over
(B) 30.00% of the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of such date, (iii) the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease that are manufactured by a
Bankrupt Manufacturer and (iv) the Series 2006-1 Standard & Poor’s Kia/Hyundai Highest Enhanced Vehicle Percentage Amount as of such date and (b) the denominator of which is the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of such date. 
 “Series 2006-1 Standard & Poor’s
Lowest Enhanced Vehicle Percentage” means, as of any date of determination, a fraction, expressed as a percentage, (a) the numerator of which is an amount equal to (X) the sum, without duplication, of (1) the aggregate Net
Book Value of all Program Vehicles leased under the AESOP I Operating Lease that are manufactured by Eligible Program Manufacturers having long-term senior unsecured debt ratings of “BBB” or higher from Standard & Poor’s as
of such date, (2) so long as any Eligible Non-Program Manufacturer has a long-term senior unsecured debt rating of “BBB” or higher from Standard & Poor’s and no Manufacturer Event of Default has occurred and is
continuing with respect to such Eligible Non-Program Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating Lease manufactured by each such Eligible Non-Program Manufacturer that are subject to a
Manufacturer Program and remain eligible for repurchase thereunder as of such date and (3) the lesser of (A) the sum of (x) if as of such date any Eligible Program Manufacturer has a long-term senior unsecured debt rating of
“BBB-” from Standard & Poor’s, the aggregate Net Book Value of all Program Vehicles leased under the AESOP I Operating Lease manufactured by each such Eligible Program Manufacturer as of such date and (y) if as of such
date any Eligible Non-Program Manufacturer has a long-term senior unsecured debt rating of “BBB-” from Standard & Poor’s and no Manufacturer Event of Default has occurred and is continuing with respect to such Eligible
Non-Program Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating Lease manufactured by each such Eligible Non-Program Manufacturer that are subject to a Manufacturer Program and remain eligible
for repurchase thereunder as of such date and (B) 10% of the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of such date minus (Y) the

  

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Series 2006-1 Standard & Poor’s Kia/Hyundai Lowest Enhanced Vehicle Percentage Adjustment Amount as of such date and (b) the denominator of which is the aggregate Net Book
Value of all Vehicles leased under the AESOP I Operating Lease as of such date. 
 2. Each of the following defined terms are
hereby added, in appropriate alphabetical order, to Article I(b) of the Series 2006-1 Supplement: 
 “Series 2006-1 Maximum Hyundai Amount” means, as of any day, with respect to Hyundai, an amount equal to 20% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day. 
 “Series 2006-1 Maximum Individual Isuzu/Subaru Amount” means, as of any day, with respect to Isuzu or
Subaru, individually, an amount equal to 5% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day. 
 “Series 2006-1 Maximum Kia Amount” means, as of any day, with respect to Kia, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

 “Series 2006-1 Maximum Suzuki Amount” means, as of any day, with respect to Suzuki, an amount
equal to 7.5% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day. 
 “Series 2006-1 Standard & Poor’s Kia/Hyundai Highest Enhanced Vehicle Percentage Amount” means, as of any date of determination, the sum, without duplication, of (i) the aggregate Net Book Value of all
Vehicles leased under the AESOP I Operating Lease that are manufactured by Hyundai in excess of 15% of the aggregate Net Book Value of all Vehicles leased under the Leases on such date, (ii) the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease that are manufactured by Kia in excess of 7.5% of the aggregate Net Book Value of all Vehicles leased under the Leases on such date, and (iii) the aggregate Net Book Value of all Vehicles leased under the AESOP
I Operating Lease that are manufactured by Hyundai and Kia, in the aggregate in excess of 20% of the aggregate Net Book Value of all Vehicles leased under the Leases on such date. 
 “Series 2006-1 Standard & Poor’s Kia/Hyundai Lowest Enhanced Vehicle Percentage Adjustment
Amount” means, (i) as of any date of determination on which either Kia or Hyundai has a long-term senior unsecured debt rating of at least “BBB-” from Standard & Poor’s, the sum of the Net Book Values as of such
date of each Vehicle manufactured by Kia or Hyundai that is included both in (x) the calculation of the Series 2006-1 Standard & Poor’s Kia/Hyundai Highest Enhanced Vehicle Percentage Amount on such date and (y) the
calculation of subclause (a)(X) of the definition of Series 2006-1 Standard & Poor’s Lowest Enhanced Vehicle Percentage on such date and (ii) as of any other date, zero. 
 3. Each of the following defined terms, as set forth in Article I(b) of the Series 2006-1 Supplement, is hereby deleted in its
entirety: “Series 2006-1 Maximum Aggregate

  

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Kia/Isuzu/Subaru/Hyundai/Suzuki Amount”, “Series 2006-1 Maximum Individual Hyundai/Suzuki Amount” and “Series 2006-1 Maximum Individual Kia/Isuzu/Subaru Amount.”

 4. Article 6 of the Series 2006-1 Supplement is hereby amended by adding the following clause as Section 6.22:

 “Section 6.22 Capitalized Cost Covenant. ABRCF hereby agrees that it shall not permit the aggregate Capitalized
Cost for all Vehicles purchased in any model year that are not subject to a Manufacturer Program to exceed 85% of the aggregate MSRP (Manufacturer Suggested Retail Price) of all such Vehicles; provided, however, that ABCRF shall
not modify the customary buying patterns or purchasing criteria used by the Administrator and its Affiliates with respect to the Vehicles if the primary purpose of such modification is to comply with this covenant.” 

5. This Amendment is limited as specified and, except as expressly stated herein, shall not constitute a modification, acceptance or
waiver of rights under, or of any other provision of the Series 2006-1 Supplement. 
 6. This Amendment shall become effective
as of the date (the “Amendment 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 each outstanding Series of Notes and each Enhancement Provider pursuant to the Base Indenture and related Supplements, (iii) all certificates and opinions of counsel required under the Base Indenture
shall have been delivered to the Trustee and (as applicable) the Surety Provider, (iv) the Surety Provider, as the Requisite Noteholder and third-party beneficiary of this Amendment, shall have executed the Consent Letter consenting hereto and
(v) a majority of the Managers of ABRCF has approved this Amendment. 
 7. From and after the Amendment Date, (i) all
references to the Series 2006-1 Supplement shall be deemed to be references to the Series 2006-1 Supplement as amended hereby, (ii) the Series 2006-1 Supplement, as amended hereby, shall remain in full force and effect and (iii) this
Amendment shall constitute a Transaction Document as defined in the Insurance Agreement. 
 8. ABRCF hereby reaffirms that each
of the representations and warranties of ABRCF in the Transaction Documents dated other than the date hereof was true and correct in all material respects as of the date it was originally made (or as of such other date as specified therein) and each
of the representations and warranties of the Issuer contained in the Transaction Documents dated as of the Amendment Date is true and correct in all material respects as of the Amendment Date. 
 9. ABRCF hereby confirms that it is in compliance in all material respects with its covenants in the Transaction Documents. 
 10. 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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 11. 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/ David Calabria

		 	Name: David Calabria
		 	Title: Assistant Treasurer










			
	 THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee and Series 2006-1
Agent

		
	 By:
	 	 /s/ Sally Tokich

		 	Name: Sally Tokich
		 	Title: Senior Associate


  

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