ex10_2.htm


    
      

    

    Exhibit
10.2

     

    FIRST AMENDMENT TO THE
SERIES 2008-1 SUPPLEMENT

    


    This
FIRST AMENDMENT TO THE SERIES 2008-1 SUPPLEMENT (this “Amendment”), dated as
of October 27, 2008, amends the Series 2008-1 Supplement (the “Series 2008-1
Supplement”), dated as of February 15, 2008, and is 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. (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 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 each affected Noteholder of
the applicable Series of Notes, so long as such amendment only affects the
Noteholders of such Series of Notes;

    


    WHEREAS,
the parties desire to amend the Series 2008-1 Supplement to
(i)  replace Schedule I thereto with a new Schedule I in the form of
Schedule A to this Amendment; (ii) increase the Series 2008-1 Maximum
Non-Program Vehicle Percentage; (iii) modify the concentration limits with
respect to Kia, Mitsubishi, Suzuki, Nissan and Hyundai; (iv) add an additional
Amortization Event; and (v) increase enhancement levels in order to obtain an
explicit AA/Aa2 rating from each of Standard & Poor’s and Moody’s;
and

    


    WHEREAS,
ABRCF has requested the Trustee, the Series 2008-1 Agent, the Administrator, the
Administrative Agent and each Series 2008-1 Noteholder to, and, upon the
effectiveness of this Amendment, ABRCF, the Trustee, the Series 2008-1 Agent,
the Administrator, the Administrative Agent and the Series 2008-1 Noteholders
have agreed to, amend certain provisions of the Series 2008-1 Supplement as set
forth herein;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    NOW,
THEREFORE, it is agreed:

    


    1.            
Amendments of
Definitions.  The following defined terms, as set forth in
Article I(b) of the Series 2008-1 Supplement, are hereby amended and restated in
their entirety as follows:

    


    ““Series 2008-1 Maximum
Manufacturer Amount” means, as of any day, any of the Series 2008-1
Maximum Mitsubishi Amount, the Series 2008-1 Maximum Individual Isuzu/Subaru
Amount, the Series 2008-1 Maximum Hyundai Amount, the Series 2008-1 Maximum Kia
Amount or the Series 2008-1 Maximum Suzuki Amount.”

    


    “Series 2008-1 Maximum
Mitsubishi Amount” means, as of any day, an amount equal to 10% of the
aggregate Net Book Value of all Vehicles leased under the Leases on such
day.

    


    ““Series 2008-1 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 2008-1 Moody’s
Highest Enhancement Rate” means, as of any date of determination, the
greater of (a) 46.50% and (b) the sum of (i) 46.50% and (ii) the highest, for
any calendar month within the preceding twelve calendar months, of the greater
of (x) an amount (not less than zero) equal to 100% minus the Measurement
Month Average for the immediately preceding Measurement Month and (y) an amount
(not less than zero) equal to 100% minus the Market
Value Average as of the Determination Date within such calendar month (excluding
the Market Value Average for any Determination Date which has not yet
occurred).”

    


    ““Series 2008-1 Moody’s
Intermediate Enhancement Rate” means, as of any date of determination,
41.375%.”

    


    ““Series 2008-1 Moody’s Lowest
Enhancement Rate” means, as of any date of determination,
18.75%.”

    


    ““Series 2008-1 Required
Enhancement Amount” means, as of any date of determination, the sum
of:

    


    (i)        the
product of the Series 2008-1 Required Enhancement Percentage as of such date and
the Series 2008-1 Invested Amount as of such date;

    


    (ii)       the
Series 2008-1 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
2008-1 Maximum Non-Program Vehicle Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) 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
2008-1 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;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (iii)      the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased
under the Leases as of the immediately preceding Business Day over the Series
2008-1 Maximum Mitsubishi Amount as of the immediately preceding Business Day
and (y) the excess, if any, of (A) the Net Book Value of all Vehicles
manufactured by Mitsubishi and leased under the AESOP I Operating Lease as of
the immediately preceding Business Day over (B) 10% of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day;

    


    (iv)      the
Series 2008-1 Percentage of the greater of (x) 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 the immediately preceding
Business Day over the Series 2008-1 Maximum Individual Isuzu/Subaru Amount as of
the immediately preceding Business Day and (y) the excess, if any, of
(A) the Net Book Value of all Vehicles manufactured by Isuzu or Subaru,
individually, and leased under the AESOP I Operating Lease as of the immediately
preceding Business Day over (B) 5% of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business
Day;

    


    (v)      the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Hyundai and leased
under the Leases as of the immediately preceding Business Day over the Series
2008-1 Maximum Hyundai Amount as of the immediately preceding Business Day and
(y) the excess, if any, of (A) the Net Book Value of all Vehicles
manufactured by Hyundai and leased under the AESOP I Operating Lease as of the
immediately preceding Business Day over (B) 20% of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day;

    


    (vi)     the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Suzuki and leased under
the Leases as of the immediately preceding Business Day over the Series 2008-1
Maximum Suzuki Amount as of the immediately preceding Business Day and (y) the
excess, if any, of (A) the Net Book Value of all Vehicles manufactured by Suzuki
and leased under the AESOP I Operating Lease as of the immediately preceding
Business Day over (B) 7.5% of the Net Book Value of all Vehicles leased under
the AESOP I Operating Lease as of the immediately preceding Business
Day;

    


    (vii)     the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Kia and leased under
the Leases as of the immediately preceding Business Day over the Series 2008-1
Maximum Kia Amount as of the immediately preceding Business Day and (y) the
excess, if any, of (A) the Net Book Value of all Vehicles manufactured by Kia
and leased under the AESOP I Operating Lease as of the immediately preceding
Business Day over (B) 10% of the Net Book Value of all Vehicles leased under the
AESOP I Operating Lease as of the immediately preceding Business
Day;


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (viii)    the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
Specified States Amount as of the immediately preceding Business Day over the
Series 2008-1 Maximum Specified States Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) the Net Book Value of all
Vehicles titled in the States of Ohio, Oklahoma and Nebraska and leased under
the AESOP I Operating Lease as of the immediately preceding Business Day over
(B) 7.5% of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day; and

    


    (ix)      the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
Non-Eligible Manufacturer Amount as of the immediately preceding Business Day
over the Series 2008-1 Maximum Non-Eligible Manufacturer Amount as of the
immediately preceding Business Day and (y) the excess, if any, of (A) the Net
Book Value of all Vehicles manufactured by Manufacturers other than Eligible
Non-Program Manufacturers and leased under the AESOP I Operating Lease as of the
immediately preceding Business Day over (B) 3% of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day.”

    


    ““Series 2008-1 Required
Liquidity Amount” means, with respect to any Distribution Date, an amount
equal to 10.50% of the Series 2008-1 Invested Amount on such Distribution Date
(after giving effect to any payments of principal to be made on the Series
2008-1 Notes on such Distribution Date).”

    


    ““Series 2008-1 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 as of such date and (iv) the Series 2008-1 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 2008-1 Standard &
Poor’s Highest Enhancement Rate” means, as of any date of determination,
the sum of the Series 2008-1 Standard & Poor’s Intermediate Enhancement Rate
as of such date and 9.00%.”


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    ““Series 2008-1 Standard &
Poor’s Intermediate Enhancement Rate” means, as of any date of
determination, the greater of (a) 47.00% and (b) the sum of (i) 47.00% and (ii)
the highest, for any calendar month within the preceding twelve calendar months,
of the greater of (x) an amount (not less than zero) equal to 100% minus the Measurement
Month Average for the immediately preceding Measurement Month and (y) an amount
(not less than zero) equal to 100% minus the Market
Value Average as of the Determination Date within such calendar month (excluding
the Market Value Average for any Determination Date which has not yet
occurred).”

    


    ““Series 2008-1 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, without duplication (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 “AA” 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 “AA” 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 “AA-” 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 “AA-”
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
Series 2008-1 Standard and 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.

    


    ““Series 2008-1 Standard &
Poor’s Lowest Enhancement Rate” means, as of any date of determination,
31.75%.”

    


    ““Standard & Poor’s
Non-Investment Grade Manufacturer” means, as of any date of
determination, any Manufacturer that (i) is not a Bankrupt Manufacturer and (ii)
does not have a long-term senior unsecured debt rating of at least “AA-” from
Standard & Poor’s; provided that any
Manufacturer whose long-term senior unsecured debt rating is downgraded from at
least “AA-” to below “AA-” by Standard & Poor’s after the Series 2008-1
First Amendment Effective Date shall not be deemed a Standard & Poor’s
Non-Investment Grade Manufacturer until the thirtieth (30th)
calendar day following such downgrade.”


    
      
         


      

      
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    2.            
Addition of
Definitions.  The following defined terms are hereby added in
their entirety, in appropriate alphabetical order, to Article I(b) of the Series
2008-1 Supplement as follows:

    


    ““Series 2002-2
Supplement” means, the Amended and Restated Series 2002-2 Supplement,
dated as of November 22, 2002, as amended, modified or supplemented from time to
time, among ABRCF, ABCR, as administrator, JPMorgan Chase, as administrative
agent, the CP Conduit Purchasers, Funding Agents and APA Banks named therein,
and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to
The Bank of New York), as trustee and as agent for the benefit of the Series
2002-2 Noteholders, to the Base Indenture.”

    


    ““Series 2002-3
Supplement” means, the Series 2002-3 Supplement, dated as of September
12, 2002, as amended, modified or supplemented from time to time, among ABRCF,
ABCR, as administrator, Park Avenue Receivables Corporation, as CP Conduit
Purchaser, JPMorgan Chase, as Funding Agent and an APA Bank, and The Bank of New
York Mellon Trust Company, N.A. (as successor in interest to The Bank of New
York), as trustee and as agent for the benefit of the Series 2002-3 Noteholders,
to the Base Indenture.”

    


    ““Series 2008-1 Maximum Hyundai
Amount” means, as of any day, an amount equal to 20% of the aggregate Net
Book Value of all Vehicles leased under the Leases on such day.”

    


    ““Series 2008-1 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 2008-1 Maximum Kia
Amount” means, as of any day, an amount equal to 10% of the aggregate Net
Book Value of all Vehicles leased under the Leases on such day.”

    


    ““Series 2008-1 Maximum Suzuki
Amount” means, as of any day, an amount equal to 7.5% of the aggregate
Net Book Value of all Vehicles leased under the Leases on such
day.”

    


    ““Series 2008-1 Standard &
Poor’s Kia Hyundai Highest Enhanced Vehicle Percentage Amount” means, as
of any date of determination, the sum, without duplication, of (i) the excess,
if any, of (A) the aggregate Net Book Value of all Vehicles leased under the
AESOP I Operating Lease that are manufactured by Hyundai as of such date over (B) 15% of the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease 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 Kia as of such date over (B) 7.5% of the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of such date, and (iii) 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 Hyundai or Kia in the aggregate as of such date over (B) 20% of the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of such date.”


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    ““Series 2008-1 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 unsecured debt rating of at least “AA-” from Standard & Poors, 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 2008-1
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 2008-1 Standard & Poor’s Lowest Enhanced Vehicle Percentage on such
date and (ii) as of any other date, zero.”

    


    3.            
Deletion of
Definitions.  The following defined terms, as set forth in
Article I(b) of the Series 2008-1 Supplement, are hereby deleted in their
entirety:  “Series 2008-1 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount”, “Series 2008-1 Maximum Individual
Hyundai/Suzuki Amount”, “Series 2008-1 Maximum Nissan Amount” and “Series 2008-1
Maximum Individual Kia/Isuzu/Subaru Amount.”

    


    4.             
Amendment to Section
2.3.  Section 2.3(c) of the Series 2008-1 Supplement is hereby
amended by adding the following new clause (viii) immediately after clause (vii)
thereof:

    


    “(viii) at
any time the Series 2002-2 Notes (as defined in the Series 2002-2 Supplement)
remain outstanding, the Series 2002-2 Invested Amount (as defined in the Series
2002-2 Supplement) on such Increase Date (after giving effect to any Increases
(as defined in the Series 2002-2 Supplement) on such day) equals no less than
the Series 2002-2 Maximum Invested Amount (as defined in the Series 2002-2
Supplement) minus the Series
2002-3 Maximum Invested Amount (as defined in the Series 2002-3
Supplement).”

    


    5.            
Amendment to Article
IV.  Article IV of the Series 2008-1 Supplement is hereby
amended by (i) adding the following clause (l):

    


    “(l)           the
occurrence and continuation of an “event of default” under (i) the Credit
Agreement, dated as of April 19, 2006 (the “Credit Agreement”),
among Avis Budget Holdings, LLC, as Borrower, Avis Budget Car Rental, LLC, as
Borrower, the subsidiary borrowers referred to therein, the several lenders
referred to therein, JPMorgan Chase, as Administrative Agent, Deutsche Bank
Securities Inc., as Syndication Agent, each of Bank of America, N.A., Calyon New
York Branch and Citicorp USA, Inc., as Documentation Agents and Wachovia Bank,
National Association, as Co-Documentation Agent, or (ii) any credit agreement or
similar facility (a “Replacement Credit
Agreement”) entered into by Avis Budget Holdings, LLC, Avis Budget Car
Rental LLC and/or any affiliate of either entity, that refinances or replaces
the Credit Agreement, without giving effect to any amendment to such Credit
Agreement or Replacement Credit Agreement or any waiver of any such event of
default, in each case subsequent to the Series 2008-1 First Amendment Effective
Date, that is not approved in writing by the Requisite Noteholders and provided
that, for purposes of this Supplement, the event of default set forth in Section
8(e) of the Credit Agreement shall survive the termination of the Credit
Agreement.”


    
      
         


      

      
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    and (ii)
deleting each occurrence of the text “clause (j) or (k)” in the last paragraph
of Article IV and, in each case, inserting the text “clause (j), (k) or (l)” in
lieu thereof.

    


    6.            
Additional
Covenant.  Section 8.2 of the Series 2008-1 Supplement is
hereby amended by adding the following clause as Section 8.2(g):

    


    “(g)          they
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 of such
Vehicles.”

    


    7.            
Amendment to Schedule
I.  (a) On the Series 2008-1 First Amendment Effective Date,
Schedule I to the Series 2008-1 Supplement shall be amended by deleting such
Schedule in its entirety and substituting in lieu thereof a new Schedule I in
the form of Schedule A to this Amendment, which shall effect a decrease in the
Commitment Amount of certain Purchaser Groups pursuant to Section 2.6(b) of the
Series 2008-1 Supplement as reflected thereon.

    


    (b)           On
the Series 2008-1 First Amendment Effective Date, each CP Conduit Purchaser, the
APA Banks with respect to such CP Conduit Purchaser and the Funding Agent with
respect to such CP Conduit Purchaser shall be deemed hereby to make or accept,
as applicable, an assignment and assumption of a portion of the Series 2008-1
Invested Amount, as directed by the Administrative Agent, with the result being
that after giving effect thereto, the Purchaser Group Invested Amount with
respect to each such Purchaser Group shall equal the product of (x) the Series
2008-1 Invested Amount on the Series 2008-1 First Amendment Effective Date and
(y) the Commitment Percentage of such Purchaser Group on the Series 2008-1 First
Amendment Effective Date after giving effect to the effectiveness of this
Amendment and the changes in the Commitment Amounts made thereby and in
furtherance thereof, each CP Conduit Purchaser (or the related APA Banks, based
on their APA Bank Percentage) which is a member of a Purchaser Group whose
Commitment Percentage after giving effect to this Amendment is greater than such
Commitment Percentage prior to giving effect to this Amendment shall make an
advance to the Administrative Agent, on a pro rata basis, for
payment to each Purchaser Group whose Commitment Percentage after giving effect
to this Amendment is less than such Commitment Percentage prior to giving effect
this Amendment.  No Purchaser Group shall be required to make any
assignment unless such assigning Purchaser Group shall receive in cash an amount
equal to the reduction in its Series 2008-1 Invested Amount.

    


    8.            
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.


    
      
         


      

      
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    9.           
 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 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.

    


    10.           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 the parties hereto 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; provided
that, for purposes of this Amendment, satisfaction of the Rating Agency Consent
Condition shall require that the Administrative Agent shall have received a copy
of a letter, in form and substance satisfactory to the Administrative Agent,
from each of (x) Moody’s stating that the long-term rating of at least “Aa2” has
been assigned by Moody’s to the Series 2008-1 Notes and (y) Standard &
Poor’s stating that the long-term rating of “AA” has been assigned by Standard
& Poor’s to the Series 2008-1 Notes and (iii) 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.

    


    11.           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.

    


    12.           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.

    


    13.           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/ Robert Castle

                
	 
      	 
      	
                  Name:

                	
                  Robert
      Castle

                
	 
      	 
      	
                  Title:

                	
                  Vice
      President

                


        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            	 
      	
                    JPMORGAN
      CHASE BANK, N.A., as

                  
	 
      	 
      	
                    Administrative
      Agent

                  
	 
      	 
      	 
      	 
      
	 
      	
                    By:
      

                  	
                    /s/ Catherine Frank

                  
	 
      	 
      	
                    Name:

                  	
                    Catherine
      Frank

                  
	 
      	 
      	
                    Title:

                  	
                    Executive
      Director

                  


          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    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/ Hong Zhao

                  	 
      
	 
      	 
      	
                    Name:

                  	
                    Hong
      Zhao

                  	 
      
	 
      	 
      	
                    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:

                	
                  Associate
      Director

                	 
      


        

      

    

    


    
      
        
          	 
      	
                  By:

                	
                  /s/ Jeffrey Goldberg

                	 
      
	 
      	 
      	
                  Name:

                	
                  Jeffrey
      Goldberg

                	 
      
	 
      	 
      	
                  Title:

                	
                  Associate
      Director

                	 
      


        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  LIBERTY
      STREET FUNDING LLC,

                
	 
      	
                  as
      a CP Conduit Purchaser under the Series

                
	 
      	
                  2008-1
      Supplement

                


        

      

    

    


    
      
        
          	 
      	
                  By:

                	
                  /s/ John L. Fridlington

                	 
      
	 
      	 
      	
                  Name:

                	
                  John
      L. Fridlington

                	 
      
	 
      	 
      	
                  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/ Jeremy Grubb

                      	 
      
	 
      	
                        Name:

                      	
                        Jeremy
      Grubb

                      	 
      
	 
      	
                        Title:

                      	
                        Vice
      President

                      	 
      


              

            

          

        

      

    

     

     

    
      
        
          	
                  BANK
      OF AMERICA, NATIONAL ASSOCIATION,

                
	 
      	
                  as
      a Funding Agent and an APA Bank under

                
	 
      	
                  the
      Series 2008-1
Supplement

                


        

      

    

     

    
      
        
          
            
              	
                      By:
      

                    	
                      /s/ Jeremy Grubb

                    	 
	 
      	
                      Name:

                    	
                      Jeremy
      Grubb

                    	 
	 
      	
                      Title:

                    	
                      Vice
      President

                    	 


            

          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      



    
      
        
          
            
              	
                      FALCON
      ASSET SECURITIZATION COMPANY LLC,

                    
	 
      	
                      as
      a CP Conduit Purchaser under the Series

                    
	 
      	
                      2008-1
      Supplement

                    


            

          

        

      

    

     

    
      
        
          	
                  By:
      

                	
                  /s/ Catherine Frank

                	 
      
	 
      	
                  Name:

                	
                  Catherine
      Frank

                	 
      
	 
      	
                  Title:

                	
                  Executive
      Director

                	 
      


        

      

    

     

     

    
      
        
          	
                  JPMORGAN
      CHASE BANK, N.A.

                
	 
      	
                  as
      a Funding Agent under the Series

                
	 
      	
                  2008-1
      Supplement

                


        

      

    

     

    
      
        
          	
                  By:
      

                	
                  /s/ Catherine Frank

                	 
      
	 
      	
                  Name:

                	
                  Catherine
      Frank

                	 
      
	 
      	
                  Title:

                	
                  Executive
      Director

                	 
      


        

      

    

     

     

    
      
        
          	
                  JPMORGAN
      CHASE BANK, N.A.

                
	 
      	
                  as
      an APA Bank under the Series 2008-1

                
	 
      	
                  Supplement

                


        

      

    

     

    
      
        
          	
                  By:
      

                	
                  /s/ Catherine Frank

                	 
      
	 
      	
                  Name:

                	
                  Catherine
      Frank

                	 
      
	 
      	
                  Title:

                	
                  Executive
      Director

                	 
      


        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  MONTAGE
      FUNDING LLC,

                
	 
      	
                  as
      a CP Conduit Purchaser under the Series

                
	 
      	
                  2008-1
      Supplement

                


        

      

    

     

    
      
        
          	
                  By:
      

                	
                  /s/ Philip A. Martone

                	 
      
	 
      	
                  Name:

                	
                  Philip
      A. Martone

                	 
      
	 
      	
                  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/ Peter Kim

                	 
      
	 
      	
                  Name:

                	
                  Peter
      Kim

                	 
      
	 
      	
                  Title:

                	
                  Vice
      President

                	 
      


        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  ATLANTIC
      ASSET SECURITIZATION LLC,

                
	 
      	
                  as
      a CP Conduit Purchaser under the Series

                
	 
      	
                  2008-1
      Supplement

                


        

      

    

     

    
      
        
          	
                  By:
      

                	
                  /s/ Kostantina Kourmpetis

                	 
      
	 
      	
                  Name:

                	
                  Kostantina
      Kourmpetis

                	 
      
	 
      	
                  Title:

                	
                  Managing
      Director

                	 
      


        

      

    

    


    
      
        
          	
                  By:
      

                	
                  /s/ Sam Pilcer

                	 
      
	 
      	
                  Name:

                	
                  Sam
      Pilcer

                	 
      
	 
      	
                  Title:

                	
                  Managing
      Director

                	 
      


        

      

    

     

     

    
      
        
          	
                  CALYON
      NEW YORK BRANCH,

                
	 
      	
                  as
      a Funding Agent and an APA Bank under the

                
	 
      	
                  Series
      2008-1 Supplement

                


        

      

    

     

    
      
        
          
            	
                    By:
      

                  	
                    /s/ Kostantina Kourmpetis

                  	 
      
	 
      	
                    Name:

                  	
                    Kostantina
      Kourmpetis

                  	 
      
	 
      	
                    Title:

                  	
                    Managing
      Director

                  	 
      
	 
      	 
      	 
      	 
      
	
                    By:
      

                  	
                    /s/ Sam Pilcer

                  	 
      
	 
      	
                    Name:

                  	
                    Sam
      Pilcer

                  	 
      
	 
      	
                    Title:

                  	
                    Managing
      Director

                  	 
      


          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  THAMES
      ASSET GLOBAL SECURITIZATION NO. 1., INC.,

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

                


        

      

    

     

    
      
        	
                By:
      

              	
                /s/ Louise E. Colby

              	 
      
	 
      	
                Name:

              	
                Louise
      E. Colby

              	 
      
	 
      	
                Title:

              	
                Vice
      President

              	 
      


      

    

    


    


    
      
        
          	
                  THE
      ROYAL BANK OF SCOTLAND PLC,

                
	 
      	
                  as
      an APA Bank under the Series 2008-1
Supplement

                


        

      

    

     

    
      
        
          	
                  By:
      

                	
                  /s/ Jack Lonker

                	 
      
	 
      	
                  Name:

                	
                  Jack
      Lonker

                	 
      
	 
      	
                  Title:

                	
                  Senior
      Vice President

                	 
      


        

      

    

    


    


    
      
        
          	
                  THE
      ROYAL BANK OF SCOTLAND PLC,

                
	 
      	
                  as
      a Funding Agent under the Series 2008-1
  Supplement

                


        

      

    

     

    
      
        
          	
                  By:
      

                	
                  /s/ Michael Zappaterrini

                	 
      
	 
      	
                  Name:

                	
                  Michael
      Zappaterrini

                	 
      
	 
      	
                  Title:

                	
                  Managing
      Director

                	 
      


        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  AVIS
      BUDGET CAR RENTAL, LLC,

                
	 
      	
                  as
      Administrator

                


        

      

    

    


    
      
        
          	
                  By:
      

                	
                  /s/ Rochelle Tarlowe

                	 
      
	 
      	
                  Name:

                	
                  Rochelle
      Tarlowe

                	 
      
	 
      	
                  Title:

                	
                  Vice
      President and Treasurer

                	 
      


        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      SCHEDULE
A

    

     

    SCHEDULE
I TO SERIES 2008-1 SUPPLEMENT

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            CP Conduit

                                          	 	
                                            APA Bank

                                          	 	
                                            Funding Agent

                                          	 	
                                            APA
      Bank Percentage

                                          	 	
                                            Maximum
      Purchaser Group Invested
      Amount

                                          	 	
                                            Match
      Funding

                                          	 	
                                            Purchased
      Percentage

                                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                            1.

                                          	
                                            Thames
      Asset Global Securitization No. 1., Inc.

                                          	 	
                                            The
      Royal Bank of Scotland plc, New York Branch

                                          	 	
                                            The
      Royal Bank of Scotland plc

                                          	 	
                                            100%

                                          	 	
                                            $175,000,000

                                          	 	
                                            Yes

                                          	 	
                                            17.50%

                                          
	
                                            2.

                                          	
                                            Montage
      Funding LLC

                                          	 	
                                            Deutsche
      Bank AG, New York Branch

                                          	 	
                                            Deutsche
      Bank AG, New York Branch

                                          	 	
                                            100%

                                          	 	
                                            $115,000,000

                                          	 	
                                            No

                                          	 	
                                            11.50%

                                          
	
                                            3.

                                          	
                                            Liberty
      Street Funding LLC

                                          	 	
                                            The
      Bank of Nova Scotia

                                          	 	
                                            The
      Bank of Nova Scotia

                                          	 	
                                            100%

                                          	 	
                                            $125,000,000

                                          	 	
                                            No

                                          	 	
                                            12.50%

                                          
	
                                            4.

                                          	
                                            YC
      SUSI Trust

                                          	 	
                                            Bank
      of America, National Association

                                          	 	
                                            Bank
      of America, National Association

                                          	 	
                                            100%

                                          	 	
                                            $50,000,000

                                          	 	
                                            No

                                          	 	
                                            5.00%

                                          
	
                                            5.

                                          	
                                            Falcon
      Asset Securitization Company LLC

                                          	 	
                                            JPMorgan
      Chase Bank, N.A.

                                          	 	
                                            JPMorgan
      Chase Bank, N.A.

                                          	 	
                                            100%

                                          	 	
                                            $190,000,000

                                          	 	
                                            No

                                          	 	
                                            19.00%

                                          
	
                                            6.

                                          	
                                            Atlantic
      Asset Securitization LLC

                                          	 	
                                            Calyon
      New York Branch

                                          	 	
                                            Calyon
      New York Branch

                                          	 	
                                            100%

                                          	 	
                                            $145,000,000

                                          	 	
                                            No

                                          	 	
                                            14.50%

                                          
	
                                            7.

                                          	
                                            Sheffield
      Receivables Corporation

                                          	 	
                                            Barclays
      Bank PLC

                                          	 	
                                            Barclays
      Bank PLC

                                          	 	
                                            100%

                                          	 	
                                            $200,000,000

                                          	 	
                                            Yes

                                          	 	
                                            20.00%