First Amendment to the Amended and Restated Series 2008-1 Supplement



 Exhibit 10.38(b) 
 FIRST AMENDMENT TO THE AMENDED AND RESTATED 
 SERIES
2008-1 SUPPLEMENT 
 This FIRST AMENDMENT TO THE AMENDED AND RESTATED SERIES 2008-1 SUPPLEMENT (this
“Amendment”), dated as of November 25, 2009, amends the Amended and Restated Series 2008-1 Supplement (the “Series 2008-1 Supplement”), dated as of October 29, 2009, among AVIS BUDGET RENTAL CAR FUNDING
(AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“ABRCF”), AVIS BUDGET CAR RENTAL, LLC, a limited liability company established under the laws of Delaware, as administrator (the
“Administrator”), JPMORGAN CHASE BANK, N.A., a national banking association, 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 MELLON TRUST COMPANY, N.A., a national banking association, as
trustee (in such capacity, the “Trustee”) and as agent for the benefit of the Series 2008-1 Noteholders (in such capacity, the “Series 2008-1 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 2008-1 Supplement, as applicable. 
 W I T N E S S E T H: 
 WHEREAS, pursuant to Section 12.2 of the Base Indenture, any Supplement thereto may be amended with the consent of ABRCF, the Trustee
and the Required Noteholders of the applicable Series of Notes, so long as such amendment only affects the Noteholders of such Series of Notes; 
 WHEREAS, pursuant to Section 11.11 of the Series 2008-1 Supplement (i) such Supplement may be amended in accordance with the terms of the Base Indenture and (ii) if the consent of the
Required Noteholders is required for an amendment pursuant to the Base Indenture, such requirement shall be satisfied if such amendment is consented to by the Requisite Noteholders; 
 WHEREAS, the parties desire to amend the Series 2008-1 Supplement to modify a condition precedent to any increase of the Purchaser Group
Invested Amounts; and 
 WHEREAS, ABRCF has requested the Trustee, the Series 2008-1 Agent, the Administrator, the
Administrative Agent and the Series 2008-1 Noteholders to, and, upon the effectiveness of this Amendment, ABRCF, the Trustee, the Series 2008-1 Agent, the Administrator, the Administrative Agent and each Series 2008-1 Noteholder party hereto have
agreed to, amend a certain provision of the Series 2008-1 Supplement as set forth herein; 







 NOW, THEREFORE, it is agreed: 
 1. Amendment to Section 2.3(c)(iv). Section 2.3(c)(iv) of the Series 2008-1 Supplement is hereby amended and restated in
its entirety as follows: 
 “(iv) no Amortization Event or Potential Amortization Event (in each case, other than an
Amortization Event or Potential Amortization Event in respect of another Series of Notes solely resulting from a Surety Default (as such term is defined in the Supplement pursuant to which such other Series of Notes was issued)) has occurred and is
continuing on the Series 2008-1 Closing Date or such Increase Date, as applicable, or would occur and be continuing after giving effect to such Series 2008-1 Initial Invested Amount or such Increase;” 
 2. Direction. By their signatures hereto, each of the undersigned (excluding The Bank of New York Mellon Trust Company, N.A., in its
capacity as Trustee and Series 2008-1 Agent) hereby authorize and direct the Trustee and Series 2008-1 Agent to execute this Amendment and take any and all further action necessary or appropriate to give effect to the transaction contemplated
hereby. 
 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 2008-1 Supplement. 
 4. This Amendment shall become
effective on the date (the “Series 2008-1 First Amendment Effective Date”) that is the later of (a) the date hereof or (b) the first date on which each of the following have occurred: (i) each of ABRCF, the
Administrator, the Administrative Agent and the Requisite Noteholders shall have executed and delivered this Amendment to the Trustee, and the Trustee shall have executed this Amendment, (ii) the Rating Agency Consent Condition shall have been
satisfied with respect to this Amendment, (iii) Standard & Poor’s shall have confirmed that this Amendment shall not result in a withdrawal or downgrade of the rating of the Commercial Paper issued by any CP Conduit Purchaser
whose Commercial Paper is rated by Standard & Poor’s on the Series 2008-1 First Amendment Effective Date and (iv) all certificates and opinions of counsel required under the Base Indenture or by the Series 2008-1 Noteholders shall
have been delivered to the Trustee and the Series 2008-1 Noteholders, as applicable. 
 5. From and after the Series 2008-1
First Amendment Effective Date, all references to the Series 2008-1 Supplement shall be deemed to be references to the Series 2008-1 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/ Rochelle Tarlowe
		 	Name:	 	Rochelle Tarlowe
		 	Title:	 	Vice President and Treasurer










					
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2008-1 Agent

		
	By:	 	/s/ Sally R. Tokich
		 	Name:	 	Sally R. Tokich
		 	Title:	 	Senior Associate










			
	 JPMORGAN CHASE BANK, N.A., as Administrative Agent

		
	By:	 	/s/ Adam Klimek
		 	Name:  Adam Klimek
		 	Title:    Vice President









 AGREED, ACKNOWLEDGED AND CONSENTED: 
  

			
	 SHEFFIELD RECEIVABLES CORPORATION, as a CP Conduit Purchaser under the Series 2008-1 Supplement

		
	By:	 	 Barclays Bank PLC
 as
Attorney-in-Fact

		
	By:	 	/s/  Jason D. Muncy
		 	Name:  Jason D. Muncy
		 	Title:    Associate Director
	
	 BARCLAYS BANK PLC, as a Funding Agent and an APA Bank under the Series 2008-1 Supplement

		
	By:	 	/s/  Jeffrey Goldberg
		 	Name:  Jeffrey Goldberg
		 	Title:    Director
		
	By:	 	 
		 	Name:
		 	Title:









			
	 LIBERTY STREET FUNDING LLC, as a CP Conduit Purchaser under the Series 2008-1 Supplement

		
	By:	 	/s/  Jill A. Russo
		 	Name:  Jill A. Russo
		 	Title:    Vice President
	
	 THE BANK OF NOVA SCOTIA, as a Funding Agent and an APA Bank under the Series 2008-1 Supplement

		
	By:	 	/s/  Michael Eden
		 	Name:  Michael Eden
		 	Title:    Director









					
	 YC SUSI TRUST, as a CP Conduit Purchaser under the Series 2008-1 Supplement

		
	By:	 	Bank of America, National Association, as Administrative Trustee
		
	By:	 	/s/ William Van Beek
		 	Name:	 	William Van Beek
		 	Title:	 	Principal
	
	 BANK OF AMERICA, NATIONAL ASSOCIATION, as a Funding Agent and an APA Bank under the Series 2008-1
Supplement

		
	By:	 	/s/ William Van Beek
		 	Name:	 	William Van Beek
		 	Title:	 	Principal









			
	 CHARTA, LLC (as successor to Charta Corporation), as a CP Conduit Purchaser under the Series 2008-1
Supplement

		
	By:	 	Citibank, N.A., as
		 	Attorney-in-fact
		
	By:	 	/s/ Karrie L. Truglia
		 	Name:  Karrie L. Truglia
		 	Title:    Vice President
	
	 CITIBANK, N.A., as an APA Bank under the Series 2008-1 Supplement

		
	By:	 	/s/ Karrie L. Truglia
		 	Name:  Karrie L. Truglia
		 	Title:    Vice President
	
	 CITICORP NORTH AMERICA, INC., as a Funding Agent under the Series 2008-1 Supplement

		
	By:	 	/s/ Karrie L. Truglia
		 	Name:  Karrie L. Truglia
		 	Title:    Vice President









			
	 FALCON ASSET SECURITIZATION COMPANY LLC, as a CP Conduit Purchaser under the Series 2008-1
Supplement

		
	By:	 	/s/ Adam Klimek
		 	Name:  Adam Klimek
		 	Title:    Vice President
	
	 JPMORGAN CHASE BANK, N.A. as a Funding Agent under the Series 2008-1 Supplement

		
	By:	 	/s/ Adam Klimek
		 	Name:  Adam Klimek
		 	Title:    Vice President
	
	 JPMORGAN CHASE BANK, N.A. as an APA Bank under the Series 2008-1 Supplement

		
	By:	 	/s/ Adam Klimek
		 	Name:  Adam Klimek
		 	Title:    Vice President









			
	 MONTAGE FUNDING LLC, as a CP Conduit Purchaser under the Series 2008-1 Supplement

		
	By:	 	/s/ Lori Gebron
		 	Name:  Lori Gebron
		 	Title:    Vice President
	
	 DEUTSCHE BANK AG, NEW YORK BRANCH, as a Funding Agent and an APA Bank under the Series 2008-1
Supplement

		
	By:	 	/s/ Robert Sheldon
		 	Name:  Robert Sheldon
		 	Title:    Director
		
	By:	 	/s/ Daniel Gerber
		 	Name:  Daniel Gerber
		 	Title:    Director









			
	 ATLANTIC ASSET SECURITIZATION LLC, as a CP Conduit Purchaser under the Series 2008-1 Supplement

		
	By:	 	/s/ Sam Pilcer
		 	Name:  Sam Pilcer
		 	Title:    Managing Director
		
	By:	 	/s/ Konstantina Kourmpetis
		 	Name:  Konstantina Kourmpetis
		 	Title:    Managing Director
	
	 CALYON NEW YORK BRANCH, as a Funding Agent and an APA Bank under the Series 2008-1 Supplement

		
	By:	 	/s/ Sam Pilcer
		 	Name:  Sam Pilcer
		 	Title:    Managing Director
		
	By:	 	/s/ Konstantina Kourmpetis
		 	Name:  Konstantina Kourmpetis
		 	Title:    Managing Director









			
	 AMSTERDAM FUNDING CORPORATION, as a CP Conduit Purchaser under the Series 2008-1 Supplement

		
	By:	 	/s/ Jill A. Russo
		 	Name:  Jill A. Russo
		 	Title:    Vice President
	
	 THE ROYAL BANK OF SCOTLAND PLC, as an APA Bank under the Series 2008-1 Supplement
by: RBS Securities Inc., as
agent

		
	By:	 	/s/ Michael Zappaterrini
		 	Name:
		 	Title:
	
	 THE ROYAL BANK OF SCOTLAND PLC, as a Funding Agent under the Series 2008-1 Supplement
by: RBS Securities Inc., as
agent

		
	By:	 	/s/ Michael Zappaterrini
		 	Name:
		 	Title:









			
	 AVIS BUDGET CAR RENTAL, LLC, as Administrator

		
	By:	 	/s/ Rochelle Tarlowe
		 	Name:  Rochelle Tarlowe
		 	Title:    Vice President and Treasurer