exhibit103approvalletter1.htm




Exhibit 10.3


Avis Budget Rental Car Funding (AESOP) LLC


48 Wall Street


New York, NY 10005


 


October 7, 2010


 







 







 


To the Persons Listed


On Schedule I Attached Hereto


 







 


Ladies and Gentlemen:


 


Reference is made to the Amended and Restated Series 2008-1 Supplement, dated as of October 29, 2009 (as amended to date, the “Series 2008-1 Supplement”), among Avis Budget Rental Car Funding (AESOP) LLC (“ABRCF”), as Issuer, Avis Budget Car Rental, LLC (“ABCR”), as Administrator, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, and The Bank of New York Mellon Trust Company, N.A., as Trustee (in such capacity, the “Trustee”) and as Series 2008-1 Agent, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (as amended to date, the “Base Indenture”), between ABRCF and the Trustee.  Capitalized terms used herein, unless otherwise defined herein, shall have the respective meanings set forth in the Base Indenture or the Series 2008-1 Supplement, as applicable.


 


ABCR, Avis Budget Holdings, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto have entered into the Fourth Amendment, dated as of the date hereof and attached as Schedule II hereto, to the Credit Agreement (the “Credit Agreement Amendment”).


 


Pursuant to the definition of “Credit Agreement” in the Series 2008-1 Supplement, references to the Credit Agreement in the Series 2008-1 Supplement do not give effect to any amendment thereto (subsequent to the Second Amendment thereto dated as of March 10, 2010) unless such amendment has been approved in writing by the Requisite Noteholders.


 


Pursuant to this approval letter (this “Approval”), ABRCF is requesting the approval of each of the persons identified on Schedule I attached hereto of the Credit Agreement Amendment.


 


By executing the appropriate signature block below, each of the Purchaser Groups approves the Credit Agreement Amendment for purposes of the definition of “Credit Agreement” in the Series 2008-1 Supplement.  Upon the receipt by ABRCF (or its agent) of such approvals from the Purchaser Groups comprising the Requisite Noteholders, references to the Credit Agreement in the Series 2008-1 Supplement shall be deemed to be references to the Credit Agreement as further amended by the Credit Agreement Amendment.


 




  





  











  






If you agree to the foregoing, please sign and return a copy of this Approval by facsimile or email to Kate Barrington (fax no.: (212) 354-8113; email: kbarrington@whitecase.com).  Please also send ten (10) executed originals to Kate Barrington at White & Case LLP, 1155 Avenue of the Americas, New York, New York 10036.


 


This Approval may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which when executed and delivered, shall be an original, but all of which shall together constitute one and the same instrument.  Execution and delivery of this Approval by delivery of facsimile signatures shall have the same force and effect as delivery of manual signatures hereon.


 


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


 









  





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Very truly yours,


 


 


AVIS BUDGET RENTAL CAR FUNDING


(AESOP) LLC


 


 

	  
	
By:

	
/s/ Rochelle Tarlowe

	  
	  	
Name:           Rochelle Tarlowe

	  
	  	
Title:           Vice President and Treasurer

	  










 







 







 






  





  











  













AGREED, ACKNOWLEDGED AND APPROVED:







 



	  	
LIBERTY STREET FUNDING LLC,


as a CP Conduit Purchaser under the Series


2008-1 Supplement


 


 

	  
	
By:

	
/s/ Frank B. Bilotta

	  
	  	
Name:        Frank B. Bilotta

	  
	  	
Title:          President

	  





 







 







 



	  	
THE BANK OF NOVA SCOTIA,


as a Funding Agent and an APA Bank under


the Series 2008-1 Supplement


 


 

	  
	
By:

	
/s/ Darren Ward

	  
	  	
Name:        Darren Ward

	  
	  	
Title:          Director

	  










 


 









  





  











  








 


 



	  	
FALCON ASSET SECURITIZATION COMPANY LLC,


as a CP Conduit Purchaser under the Series


2008-1 Supplement


 


 

	  
	
By:

	
/s/ Catherine V. Frank

	  
	  	
Name:         Catherine V. Frank

	  
	  	
Title:           Managing Director

	  





 




 





	  	
JPMORGAN CHASE BANK, N.A.


as a Funding Agent under the Series


2008-1 Supplement


 


 

	  
	
By:

	
/s/ Catherine V. Frank

	  
	  	
Name:         Catherine V. Frank

	  
	  	
Title:           Managing Director

	  










 


 







 



	  	
JPMORGAN CHASE BANK, N.A.


as an APA Bank under the Series 2008-1


Supplement


 

	  
	
By:

	
/s/ Catherine V. Frank

	  
	  	
Name:         Catherine V. Frank

	  
	  	
Title:           Managing 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/ Kostantina Kourmpetis

	  
	  	
Name:         Kostantina Kourmpetis

	  
	  	
Title:           Managing Director

	  





 







 


 







 



	  	
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK 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/ Kostantina Kourmpetis

	  
	  	
Name:         Kostantina Kourmpetis

	  
	  	
Title:           Managing Director

	  





 







 


 









  





  











  






 



	  	
AMSTERDAM FUNDING CORPORATION,


     as a CP Conduit Purchaser under the Series 2008-1 Supplement


 


 

	  
	
By:

	
/s/ Bernard J. Angelo

	  
	  	
Name:         Bernard J. Angelo

	  
	  	
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/ David Viney

	  
	  	
Name:         David Viney

	  
	  	
Title:           Managing Director

	  





 







 


 













	  	
THE ROYAL BANK OF SCOTLAND PLC,


as a Funding Agent under the Series 2008-1 Supplement


by: RBS Securities Inc., as agent


 


 

	  
	
By:

	
/s/ David Viney

	  
	  	
Name:         David Viney

	  
	  	
Title:           Managing Director

	  










 


 




  





  











  








 


ACKNOWLEDGED BY:


 







 



	  	
AVIS BUDGET CAR RENTAL, LLC,


     as Administrator


 


 

	  
	
By:

	
/s/ Rochelle Tarlowe

	  
	  	
Name:         Rochelle Tarlowe

	  
	  	
Title:           Vice President and Treasurer

	  





 







 









  





  











  






 



	  	
JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


 

	  
	
By:

	
/s/ Catherine V. Frank

	  
	  	
Name:           Catherine V. Frank

	  
	  	
Title:           Managing Director