ex10_1.htm


    
      

    

    Exhibit
10.1

     

    ELEVENTH AMENDMENT TO THE
AMENDED AND
RESTATED

    


    SERIES 2002-2
SUPPLEMENT

    


    This
ELEVENTH AMENDMENT TO THE AMENDED AND RESTATED SERIES 2002-2 SUPPLEMENT (this
“Amendment”),
dated as of October 27, 2008, amends the Amended and Restated Series 2002-2
Supplement (the “Series 2002-2
Supplement”), dated as of November 22, 2002, as amended by the First
Amendment thereto, dated as of October 30, 2003, the Second Amendment thereto,
dated as of June 3, 2004, the Third Amendment thereto, dated as of November 30,
2004, the Fourth Amendment thereto, dated as of November 28, 2005, the Fifth
Amendment thereto, dated as of December 23, 2005, the Sixth Amendment thereto,
dated as of February 17, 2006, the Seventh Amendment thereto, dated as of March
21, 2006, the Eighth Amendment thereto, dated as of November 30, 2006, the Ninth
Amendment thereto, dated as of May 9, 2007, and the Tenth Amendment thereto,
dated as of October 29, 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”),
JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), 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 2002-2 Noteholders (in such capacity, the
“Series 2002-2
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 2002-2 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 2002-2 Supplement to (i) extend the
Scheduled Expiry Date; (ii) replace Schedule I thereto with a new Schedule I in
the form of Schedule A to this Amendment; (iii) increase the Series 2002-2
Maximum Non-Program Vehicle Percentage; (iv) modify the concentration limits
with respect to Kia, Mitsubishi, Suzuki, Nissan and Hyundai; (v) add an
additional Amortization Event; and (vi) increase enhancement levels in order to
obtain an explicit AA/Aa2 rating from each of Standard & Poor’s and Moody’s;
and


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    WHEREAS,
ABRCF has requested the Trustee, the Series 2002-2 Agent, the Administrator, the
Administrative Agent and each Series 2002-2 Noteholder to, and, upon the
effectiveness of this Amendment, ABRCF, the Trustee, the Series 2002-2 Agent,
the Administrator, the Administrative Agent and the Series 2002-2 Noteholders
have agreed to, amend certain provisions of the Series 2002-2 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 2002-2 Supplement, are hereby amended and restated in
their entirety as follows:

    


    ““Scheduled Expiry
Date” means (x) with respect to any Purchaser Group that is an Extending
Purchaser Group on the Series 2002-2 Eleventh Amendment Effective Date, December
26, 2008, as such date may be extended in accordance with Section 2.6(b) and (y)
with respect to any Purchaser Group that is a Non-Extending Purchaser Group on
the Series 2002-2 Eleventh Amendment Effective Date, October 27,
2008.”

    


    ““Series 2002-2 Maximum
Manufacturer Amount” means, as of any day, any of the Series 2002-2
Maximum Mitsubishi Amount, the Series 2002-2 Maximum Individual Isuzu/Subaru
Amount, the Series 2002-2 Maximum Hyundai Amount, the Series 2002-2 Maximum Kia
Amount or the Series 2002-2 Maximum Suzuki Amount.”

    


    “Series 2002-2 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 2002-2 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 2002-2 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).”


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    ““Series 2002-2 Moody’s
Intermediate Enhancement Rate” means, as of any date of determination,
41.375%.”

    


    ““Series 2002-2 Moody’s Lowest
Enhancement Rate” means, as of any date of determination,
18.75%.”

    


    ““Series 2002-2 Required
Enhancement Amount” means, as of any date of determination, the sum
of:

    


    (i)        the
product of the Series 2002-2 Required Enhancement Percentage as of such date and
the Series 2002-2 Invested Amount as of such date;

    


    (ii)       the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Non-Program Vehicle Amount as of the immediately preceding Business Day over the
Series 2002-2 Maximum Non-Program Vehicle Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage 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 2002-2 Maximum Non-Program Vehicle Percentage
of the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all
Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day;

    


    (iii)      the
greater of (x) the Series 2002-2 Percentage of 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
2002-2 Maximum Mitsubishi Amount as of the immediately preceding Business Day
and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles manufactured by
Mitsubishi and leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of 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 sum of (1) the Series 2002-2 VFN Percentage of
the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as
of the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business
Day;


    
      
         


      

      
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    (iv)     the
greater of (x) the Series 2002-2 Percentage 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 the immediately preceding
Business Day over the Series 2002-2 Maximum Individual Isuzu/Subaru Amount as of
the immediately preceding Business Day and (y) the excess, if any, of
(A) the sum of (1) the Series 2002-2 VFN Percentage of the aggregate Net
Book Value of all Vehicles manufactured by Isuzu or Subaru, individually, and
leased under the AESOP II Operating Lease as of the immediately preceding
Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of 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 sum of (1) the Series
2002-2 VFN Percentage of the Net Book Value of all Vehicles leased under the
AESOP II Operating Lease as of the immediately preceding Business Day and (2)
the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book
Value of all Vehicles leased under the AESOP I Operating Lease as of the
immediately preceding Business Day;

    


    (v)      the
greater of (x) the Series 2002-2 Percentage of 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
2002-2 Maximum Hyundai Amount as of the immediately preceding Business Day and
(y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles manufactured by
Hyundai and leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of 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 sum of (1) the Series 2002-2 VFN Percentage of
the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as
of the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business
Day;

    


    (vi)     the
greater of (x) the Series 2002-2 Percentage of 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 2002-2
Maximum Suzuki Amount as of the immediately preceding Business Day and (y) the
excess, if any, of (A) the sum of (1) the Series 2002-2 VFN Percentage of
the aggregate Net Book Value of all Vehicles manufactured by Suzuki and leased
under the AESOP II Operating Lease as of the immediately preceding Business Day
and (2) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of 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 sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all
Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day;


    
      
         


      

      
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    (vii)   
the greater of (x) the Series 2002-2 Percentage of 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 2002-2
Maximum Kia Amount as of the immediately preceding Business Day and (y) the
excess, if any, of (A) the sum of (1) the Series 2002-2 VFN Percentage of the
aggregate Net Book Value of all Vehicles manufactured by Kia and leased under
the AESOP II Operating Lease as of the immediately preceding Business Day and
(2) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of 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 sum of
(1) the Series 2002-2 VFN Percentage of the Net Book Value of all Vehicles
leased under the AESOP II Operating Lease as of the immediately preceding
Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day;

    


    (viii)   the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Specified States Amount as of the immediately preceding Business Day over the
Series 2002-2 Maximum Specified States Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2
VFN Percentage of the Net Book Value of all Vehicles titled in the States of
Ohio, Oklahoma and Nebraska and leased under the AESOP II Operating Lease as of
the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage of 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 sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all
Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage 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 greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Non-Eligible Manufacturer Amount as of the immediately preceding Business Day
over the Series 2002-2 Maximum Non-Eligible Manufacturer Amount as of the
immediately preceding Business Day and (y) the excess, if any, of (A) the Series
2002-2 AESOP I Operating Lease Vehicle Percentage of 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 sum of (1) the Series 2002-2 VFN
Percentage of the Net Book Value of all Vehicles leased under the AESOP II
Operating Lease as of the immediately preceding Business Day and (2) the Series
2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day.


    
      
         


      

      
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    ““Series 2002-2 Required
Liquidity Amount” means, with respect to any Distribution Date, an amount
equal to 10.50% of the Series 2002-2 Invested Amount on such Distribution Date
(after giving effect to any payments of principal to be made on the Series
2002-2 Notes on such Distribution Date).”

    


    ““Series 2002-2 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 sum of (A) 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 and (B) the Series 2002-2 VFN Percentage of
the aggregate Net Book Value of all Vehicles leased under the AESOP II 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 sum of (1) 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 and (2) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles leased under the
AESOP II 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 sum of (1) the aggregate Net Book Value of all Vehicles leased under the
AESOP I Operating Lease as of such date and (2) the Series 2002-2 VFN Percentage
of the aggregate Net Book Value of all Vehicles leased under the AESOP II
Operating Lease as of such date, (iii) the sum of (A) the aggregate Net Book
Value of all Vehicles leased under the AESOP I Operating Lease that are
manufactured by a Bankrupt Manufacturer and (B) the Series 2002-2 VFN Percentage
of the aggregate Net Book Value of all Vehicles leased under the AESOP II
Operating Lease that are manufactured by a Bankrupt Manufacturer as of such date
and (iv) the Series 2002-2 Standard & Poor’s Kia/Hyundai Highest Enhanced
Vehicle Percentage Amount as of such date and (b) the denominator of which is
the sum of (i) the aggregate Net Book Value of all Vehicles leased under the
AESOP I Operating Lease as of such date and (ii) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles leased under the
AESOP II Operating Lease as of such date.”

    


    ““Series 2002-2 Standard &
Poor’s Highest Enhancement Rate” means, as of any date of determination,
the sum of the Series 2002-2 Standard & Poor’s Intermediate Enhancement Rate
as of such date and 9.00%.”

    


    ““Series 2002-2 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).”


    
      
         


      

      
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    ““Series 2002-2 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 sum of (A) 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 and (B) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Program Vehicles leased under
the AESOP II 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 sum of (I) 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 (II) the Series 2002-2 VFN Percentage of the Aggregate Net Book
Value of all Program Vehicles leased under the AESOP II 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 sum
of (x) the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of such date and (y) the Series 2002-2 VFN Percentage of the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date minus (Y) the Series
2002-2 Standard & Poor’s Kia/Hyundai Lowest Enhanced Vehicle Percentage
Adjustment Amount as of such date and (b) the denominator of which is the sum of
(1) the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of such date and (2) the Series 2002-2 VFN Percentage of the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date.”

    


    ““Series 2002-2 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 2002-2
Eleventh 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
2002-2 Supplement as follows:

    


    ““Series 2002-2 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 2002-2 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 2002-2 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 2002-2 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 2002-2 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 sum of (1) the aggregate Net Book Value of all Vehicles
leased under the AESOP I Operating Lease that are manufactured by Hyundai as of
such date and (2) the Series 2002-2 VFN Percentage of the aggregate Net Book
Value of all Vehicles leased under the AESOP II Operating Lease that are
manufactured by Hyundai as of such date over (B) 15% of the
sum of (1) the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of such date and (2) the Series 2002-2 VFN percentage of the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date, (ii) the excess, if any, of (A) the sum of (1) the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease that are manufactured by Kia as of such date and (2) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles leased under the
AESOP II Operating Lease that are manufactured by Kia as of such date over (B) 7.5% of the
sum of (1) the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of such date and (2) the Series 2002-2 VFN percentage of the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date, and (iii) the excess, if any, of (A) the sum of (1) 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
and (2) the Series 2002-2 VFN Percentage of the aggregate Net Book Value of all
Vehicles leased under the AESOP II Operating Lease that are manufactured by
Hyundai or Kia in the aggregate as of such date over (B) 20% of the
sum of (1) the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of such date and (2) the Series 2002-2 VFN percentage of the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date.”


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    ““Series 2002-2 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 2002-2
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 2002-2 Standard & Poor’s Lowest Enhanced Vehicle Percentage on such
date and (ii) as of any other date, zero.”

    


    ““Series 2008-1
Supplement” means, the Series 2008-1 Supplement, dated as of February 15,
2008, 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
Trust Company, N.A.), as trustee and as agent for the benefit of the Series
2008-1 Noteholders, to the Base Indenture.”

    


    3.            
Deletion of
Definitions.  The following defined terms, as set forth in
Article I(b) of the Series 2002-2 Supplement, are hereby deleted in their
entirety:  “Series 2002-2 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount”, “Series 2002-2 Maximum Individual
Hyundai/Suzuki Amount”, “Series 2002-2 Maximum Nissan Amount” and “Series 2002-2
Maximum Individual Kia/Isuzu/Subaru Amount.”

    


    4.           
 Amendment to
Section 2.5.  Section 2.5(a) of the Series 2002-2 Supplement is
hereby amended by adding the following text at the end of the first sentence
thereof:

    


    “; and
provided, further, that no such
Decrease (other than pursuant to Section 2.5(d)) shall be permitted unless the
Series 2008-1 Invested Amount (as defined in the Series 2008-1 Supplement) is
equal to zero on such date (after giving effect to all payments to be made
pursuant to the Series 2008-1 Supplement on such date).”

    


    5.           
 Amendment to
Article IV.  Article IV of the Series 2002-2 Supplement is
hereby amended by (i) adding the following clause (k):

    


    “(k)      
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 2002-2 Eleventh 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..”


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    and (ii)
inserting the text “or (k)” immediately after each occurrence of the text “(j)”
in the last paragraph of Article IV.

    


    6.             
Additional
Covenant.  Section 8.2 of the Series 2002-2 Supplement is
hereby amended by adding the following clause as Section 8.2(h):

    


    “(h)          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 2002-2 Eleventh Amendment Effective Date,
Schedule I to the Series 2002-2 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 (i) effect an increase in
the Commitment Amount of certain Extending Purchaser Groups pursuant to Section
2.6(a) of the Series 2002-2 Supplement as reflected thereon and (ii) remove the
Commitment Amount and all other information on Schedule I with respect to Mizuho
Corporate Bank (USA), Advantage Asset Securitization Corp. (together, the “Mizuho Purchaser
Group”) and Mizuho Corporate Bank, Ltd.

    


    (b)           By
executing this Amendment, each Extending Purchaser Group whose Commitment Amount
is increased by effect of this Amendment hereby consents thereto in accordance
with Section 2.6(a) of the Series 2002-2 Supplement.

    


    (c)           By
executing this Amendment, each of ABRCF, Mizuho Corporate Bank (USA), Advantage
Asset Securitization Corp. and Mizuho Corporate Bank, Ltd. agrees and
acknowledges that the Mizuho Purchaser Group shall be a Non-Extending Purchaser
Group as of October 27, 2008.

    


    (d)           On
the Series 2002-2 Eleventh Amendment Effective Date, each CP Conduit Purchaser
which is a member of an Extending Purchaser Group, 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 2002-2 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 Extending
Purchaser Group shall equal the product of (x) the sum of the Purchaser Group
Invested Amounts of each Extending Purchaser Group on the Series 2002-2 Eleventh
Amendment Effective Date and (y) the Commitment Percentage of such Extending
Purchaser Group on the Series 2002-2 Eleventh 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 an Extending 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 Extending Purchaser Group whose Commitment Percentage after
giving effect to this Amendment is less than such Commitment Percentage prior to
giving effect this Amendment.  No Extending Purchaser Group shall be
required to make any assignment unless such assigning Extending Purchaser Group
shall receive in cash an amount equal to the reduction in its Series 2002-2
Invested Amount.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    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 2002-2 Supplement.

    


    9.           
 Consent to
Extension under Section 2.6(b).  Each Extending Purchaser
Group, by executing this Amendment hereby agrees to the extension of the
Scheduled Expiry Date with respect to such Extending Purchaser Group as effected
by this Amendment.

    


    10.           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 2002-2 Agent)
hereby authorize the Trustee and Series 2002-2 Agent to execute this Amendment
and take any and all further action necessary or appropriate to give effect to
the transaction contemplated hereby.

    


    11.           This
Amendment shall become effective on the date (the “Series 2002-2 Eleventh
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 2002-2 Notes and (y) Standard &
Poor’s stating that the long-term rating of “AA” has been assigned by Standard
& Poor’s to the Series 2002-2 Notes, (iii) ABRCF shall have acquired one or
more Series 2002-2 Interest Rate Caps satisfying the requirements of Section
3.11(a) of the Series 2002-2 Supplement (giving effect to this Amendment) and
(iv) all certificates and opinions of counsel required under the Base Indenture
or by the Series 2002-2 Noteholders shall have been delivered to the Trustee and
the Series 2002-2 Noteholders, as applicable.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    12.           From
and after the Series 2002-2 Eleventh Amendment Effective Date, all references to
the Series 2002-2 Supplement shall be deemed to be references to the Series
2002-2 Supplement as amended hereby.

    


    13.           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.

    


    14.           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.

    

      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    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
      2002-2 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

                
	 
      	
                  2002-2
      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 2002-2 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

                        
	 
      	
                          2002-2
      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 2002-2 Supplement

                        
	 
      	 
      	 
      	 
      
	
                          By:
      

                        	
                          /s/ Michael Eden

                        	 
      
	 
      	
                          Name:

                        	
                          Michael
      Eden

                        	 
      
	 
      	
                          Title:

                        	
                          Director

                        	 
      


                

              

            

          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                	
                        YC
      SUSI TRUST,

                      
	 
      	
                        as
      a CP Conduit Purchaser under the Series

                      
	 
      	
                        2002-2
      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 2002-2 Supplement

                      
	 
      	 
      	 
      	 
      
	
                        By:
      

                      	
                        /s/ Jeremy Grubb

                      	 
      
	 
      	
                        Name:

                      	
                        Jeremy
      Grubb

                      	 
      
	 
      	
                        Title:

                      	
                        Vice
      President

                      	 
      


              

            

          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  	
                          CHARTA,
      LLC (as successor to Charta Corporation),

                        
	 
      	
                          as
      a CP Conduit Purchaser under the Series 2002-2
  Supplement

                        
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          By:
      

                        	
                          Citicorp
      North America, Inc., as

                        
	 
      	
                          Attorney-in-fact

                        
	 
      	 
      	 
      	 
      
	
                          By:
      

                        	
                          /s/ Jeff Cady

                        	 
      
	 
      	
                          Name:

                        	
                          Jeff
      Cady

                        	 
      
	 
      	
                          Title:

                        	 
      	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	
                          CITIBANK,
      N.A., as

                        
	 
      	
                          an
      APA Bank under the Series 2002-2 Supplement

                        
	 
      	 
      	 
      	 
      
	
                          By:
      

                        	
                          /s/ Jeff Cady

                        	 
      
	 
      	
                          Name:
      

                        	Jeff
      Cady	 
      
	 
      	
                          Title:

                        	 
      	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	
                          CITICORP
      NORTH AMERICA, INC.,

                        
	 
      	
                          as
      a Funding Agent under the Series 2002-2 Supplement

                        
	 
      	 
      	 
      	 
      
	
                          By:
      

                        	
                          /s/ Jeff Cady

                        	 
      
	 
      	
                          Name:

                        	
                          Jeff
      Cady

                        	 
      
	 
      	
                          Title:

                        	 
      	 
      


                

              

            

          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              FALCON
      ASSET SECURITIZATION COMPANY LLC,

                            
	 
      	
                              as
      a CP Conduit Purchaser under the Series

                            
	 
      	
                              2002-2
      Supplement

                            
	 
      	 
      	 
      	 
      
	
                              By:
      

                            	
                               /s/ Catherine Frank

                            	 
      
	 
      	
                              Name:

                            	
                              Catherine
      Frank

                            	 
      
	 
      	
                              Title:

                            	
                              Executive
      Director

                            	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	
                              JPMORGAN
      CHASE BANK, N.A.

                            
	 
      	
                              as
      a Funding Agent under the Series

                            
	 
      	
                              2002-2
      Supplement

                            
	 
      	 
      	 
      	 
      
	
                              By:
      

                            	
                               /s/ Catherine Frank

                            	 
      
	 
      	
                              Name:

                            	
                              Catherine
      Frank

                            	 
      
	 
      	
                              Title:

                            	
                              Executive
      Director

                            	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	
                              JPMORGAN
      CHASE BANK, N.A.

                            
	 
      	
                              as
      an APA Bank under the Series 2002-2

                            
	 
      	
                              Supplement

                            	 
      
	 
      	 
      	 
      	 
      
	
                              By:
      

                            	
                               /s/ Catherine Frank

                            	 
      
	 
      	
                              Name:

                            	
                              Catherine
      Frank

                            	 
      
	 
      	
                              Title:

                            	
                              Executive
      Director

                            	 
      


                    

                  

                

              

            

          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  GEMINI
      SECURITIZATION CORP., LLC,

                                
	 
      	
                                  as
      a CP Conduit Purchaser under the Series

                                
	 
      	
                                  2002-2
      Supplement

                                	 
      
	 
      	 
      	 
      	 
      
	
                                  By:
      

                                	
                                  /s/ R. Douglas Donaldson

                                	 
      
	 
      	
                                  Name:

                                	
                                  R.
      Douglas Donaldson

                                	 
      
	 
      	
                                  Title:

                                	
                                  Treasurer

                                	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	
                                  DEUTSCHE
      BANK AG, NEW YORK BRANCH,

                                
	 
      	
                                  as
      a Funding Agent and an APA Bank under the

                                
	 
      	
                                  Series
      2002-2 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

                              
	 
      	
                                2002-2
      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
      2002-2 Supplement

                              
	 
      	 
      	 
      	 
      
	
                                By:
      

                              	
                                /s/ Kostantina Kourmpetis

                              	 
      
	 
      	
                                Name:

                              	
                                Kostantina
      Kourmpetis

                              	 
      
	 
      	
                                Title:

                              	
                                Managing
      Director

                              	 
      
	 	 	 	 
	
                                By:
      

                              	
                                /s/ Sam Pilcer

                              	 
      
	 
      	
                                Name:

                              	
                                Sam
      Pilcer

                              	 
      
	 
      	
                                Title:

                              	
                                Managing
      Director

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  	
                          AMSTERDAM
      FUNDING CORPORATION,

                        
	 
      	
                          as
      a CP Conduit Purchaser under the Series 2002-2
  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 2002-2 Supplement

                        
	 
      	 
      	 
      	 
      
	
                          By:
      

                        	
                          /s/ Michael Zappaterrini

                        	 
      
	 
      	
                          Name:

                        	
                          Michael
      Zappaterrini

                        	 
      
	 
      	
                          Title:

                        	
                          Managing
      Director

                        	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          THE
      ROYAL BANK OF SCOTLAND PLC,

                        
	 
      	
                          as
      a Funding Agent under the Series 2002-2 Supplement

                        
	 
      	 
      	 
      	 
      
	
                          By:
      

                        	
                          /s/ Michael Zappaterrini

                        	 
      
	 
      	
                          Name:

                        	
                          Michael
      Zappaterrini

                        	 
      
	 
      	
                          Title:

                        	
                          Managing
      Director

                        	 
      


                

              

            

          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                ADVANTAGE
      ASSET SECURITIZATION CORP.,

                              
	 
      	
                                as
      a CP Conduit Purchaser under the Series 2002-2
  Supplement

                              
	 	 	 	 
	
                                By:
      

                              	
                                 /s/ R. Douglas
    Donaldson

                              	 
      
	 
      	
                                Name:

                              	
                                R.
      Douglas Donaldson

                              	 
      
	 
      	
                                Title:

                              	
                                Treasurer

                              	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	
                                MIZUHO
      CORPORATE BANK, LTD.,

                              
	 
      	
                                as
      an APA Bank under the Series 2002-2

                              
	 
      	
                                Supplement

                              	 
      
	 
      	 
      	 
      	 
      
	
                                By:
      

                              	
                                /s/ Hidekatsu Take

                              	 
      
	 
      	
                                Name:

                              	
                                Hidekatsu
      Take

                              	 
      
	 
      	
                                Title:

                              	
                                Deputy
      General Manager

                              	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	
                                MIZUHO
      CORPORATE BANK (USA),

                              
	 
      	
                                as
      a Funding Agent under the Series 2002-2 Supplement

                              
	 	 	 	 
	
                                By:
      

                              	
                                 /s/ Hiroyuki Kasama

                              	 
      
	 
      	
                                Name:

                              	
                                Hiroyuki
      Kasama

                              	 
      
	 
      	
                                Title:

                              	
                                Senior
      Vice President

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              	
                      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 2002-2
SUPPLEMENT

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	
                                              CP Conduit

                                            	 	
                                              APA Bank

                                            	 	
                                              Funding Agent

                                            	 	
                                              APA
      Bank Percentage

                                            	 	
                                              Maximum
      Purchaser Group Invested
      Amount

                                            	 	
                                              Match
      Funding

                                            	 	
                                              Purchased
      Percentage

                                            
	
                                              1.

                                            	
                                              Sheffield
      Receivables Corporation

                                            	 	
                                              Barclays
      Bank PLC

                                            	 	
                                              Barclays
      Bank PLC

                                            	 	
                                              100%

                                            	 	
                                              $200,000,000

                                            	 	
                                              Yes

                                            	 	
                                              13.79%

                                            
	
                                              2.

                                            	
                                              Atlantic
      Asset Securitization LLC

                                            	 	
                                              Calyon
      New York Branch

                                            	 	
                                              Calyon
      New York Branch

                                            	 	
                                              100%

                                            	 	
                                              $150,000,000

                                            	 	
                                              No

                                            	 	
                                              10.34%

                                            
	
                                              3.

                                            	
                                              Amsterdam
      Funding Corporation

                                            	 	
                                              The
      Royal Bank of Scotland plc

                                            	 	
                                              The
      Royal Bank of Scotland plc

                                            	 	
                                              100%

                                            	 	
                                              $175,000,000

                                            	 	
                                              No

                                            	 	
                                              12.07%

                                            
	
                                              4.

                                            	
                                              Gemini
      Securitization Corp., LLC

                                            	 	
                                              Deutsche
      Bank AG, New York Branch

                                            	 	
                                              Deutsche
      Bank AG, New York Branch

                                            	 	
                                              100%

                                            	 	
                                              $175,000,000

                                            	 	
                                              No

                                            	 	
                                              12.07%

                                            
	
                                              5.

                                            	
                                              Liberty
      Street Funding LLC

                                            	 	
                                              The
      Bank of Nova Scotia

                                            	 	
                                              The
      Bank of Nova Scotia

                                            	 	
                                              100%

                                            	 	
                                              $175,000,000

                                            	 	
                                              No

                                            	 	
                                              12.07%

                                            
	
                                              6.

                                            	
                                              YC
      SUSI Trust

                                            	 	
                                              Bank
      of America, National Association

                                            	 	
                                              Bank
      of America, National Association

                                            	 	
                                              100%

                                            	 	
                                              $175,000,000

                                            	 	
                                              No

                                            	 	
                                              12.07%

                                            
	
                                              7.

                                            	
                                              Charta,
      LLC

                                            	 	
                                              Citibank,
      N.A.

                                            	 	
                                              Citicorp
      North America, Inc.

                                            	 	
                                              100%

                                            	 	
                                              $125,000,000

                                            	 	
                                              No

                                            	 	
                                              8.62%

                                            
	
                                              8.

                                            	
                                              Falcon
      Asset Securitization Company LLC

                                            	 	
                                              JPMorgan
      Chase Bank, N.A.

                                            	 	
                                              JPMorgan
      Chase Bank, N.A.

                                            	 	
                                              100%

                                            	 	
                                              $275,000,000

                                            	 	
                                              No

                                            	 	
                                              18.97%