creditagreement.htm


    
      Exhibit
        10.1

       

       

       

      FIRST
        AMENDMENT

       

       

       

      This
        First Amendment, dated as of December 23, 2008 (this
“Amendment”), to the Credit Agreement, dated as of April 19, 2006 (the
“Credit Agreement”) among AVIS BUDGET HOLDINGS, LLC (“Holdings”),
        AVIS BUDGET CAR RENTAL, LLC (the “Borrower”), the subsidiary borrowers
        from time to time parties thereto, the several lenders from time to time
        parties
        thereto (the “Lenders”), Bank of America, N.A., Calyon New York Branch
        and Citicorp USA, Inc. as documentation agents, Wachovia Bank, National
        Association as co-documentation agent, Deutsche Bank Securities Inc. as
        syndication agent and JPMORGAN CHASE BANK, N.A., as administrative agent
        (the
“Administrative Agent”; and together with the other agents named therein,
        the “Agents”).

       

       

      W
        I T N
        E S S E T H:

       

      WHEREAS, Holdings, the
        Borrower, the Lenders and the Agents are parties to the Credit Agreement;
         

       

      WHEREAS, the Borrower
        has
        requested that the Lenders amend certain terms in the Credit Agreement in
        the
        manner provided for herein; and  

       

      WHEREAS, the Administrative
        Agent and the Lenders are willing to agree to the requested amendments subject
        to the provisions of this Amendment;  

       

      NOW, THEREFORE, in consideration of the
        premises contained herein, the parties hereto agree as follows:

       

      1.                 
        Defined Terms.  Unless otherwise defined herein, capitalized terms
        are used herein as defined in the Credit Agreement.

       

      2.                 
        Amendments to Section 1.1 (Defined Terms).  Section 1.1 of the
        Credit Agreement is hereby amended as follows:

       

      (a)       
        by deleting the definition of “ABR” in its entirety and inserting in lieu
        thereof the following new definition:

       

      “ABR”:  for any day, a rate
        per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to
        the
        greatest of (a) the Prime Rate in effect on such day, (b)(i) the Federal
        Funds
        Effective Rate in effect on such day plus (ii) 1⁄2 of 1% and (c)(i) the
        Eurocurrency Rate for a one month interest period in effect on such day (or
        if
        such day is not a Business Day, the immediately preceding Business Day)
plus (ii) 1%.  For purposes hereof:  (1) “Prime Rate”
shall mean the rate of interest per annum publicly announced
        from time to time
        by JPMorgan Chase Bank as its prime rate in effect at its principal office
        in
        New York City (the Prime Rate not being intended to be the lowest rate of
        interest charged by JPMorgan Chase Bank in connection with extensions of
        credit
        to debtors) and (2) the Eurocurrency Rate for any day shall be based on the
        rate
        for deposits in Dollars appearing on the Reuters BBA Libor Rates Page 3750
        (or
        on any successor or substitute page of such page) at approximately 11:00
        a.m.
        London time on such day.  Any change in the ABR due to a change in the
        Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate shall
        be
        effective as of the opening of business on the effective day of such change
        in
        the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate,
        respectively.

       

      (b)       
        by deleting the definition of “AESOP Financing Program” in its entirety and
        inserting in lieu thereof the following new definition:

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “AESOP Financing
        Program”:  the transactions contemplated by the AESOP Base Indenture,
        as it may be from time to time further amended, supplemented or modified,
        and
        the instruments and agreements referenced therein and otherwise executed
        in
        connection therewith, and any successor program.

       

      (c)       
        by deleting the definition of “Applicable Margin” in its entirety and inserting
        in lieu thereof the following new definition:

       

      “Applicable
        Margin”: (a) with respect to Term Loans, (i) 2.75% in the case of ABR Loans
        and (ii) 3.75% in the case of Eurocurrency Loans and (b) with respect to
        Revolving Loans and Swingline Loans, (i) 3.00% in the case of ABR Loans and
        (ii)
        4.00% in the case of Eurocurrency Loans.

       

      (d)       
        by deleting “25,000,000” in the definition of “Asset Sale” and inserting in lieu
        thereof “10,000,000”;

       

      (e)       
        by deleting the text from the definition of “Commitment Fee Rate” in its
        entirety and inserting in lieu thereof “0.50%”;

       

      (f)       
        by amending the definition of “Consolidated EBITDA” as follows:

       

      (i)  by
        deleting “and” following subclause (e), deleting subclause (f) thereof in its
        entirety and inserting in lieu thereof the following new subclauses (f),
        (g) and
        (h):

       

      “,
        (f)(i) separation, integration, restructuring and severance cash items and
        (ii)
        other extraordinary, unusual or non-recurring cash items, in the case of
        each of
        (i) and (ii) in an aggregate amount not to exceed $50,000,000 for any period
        plus, in the case of any period including the fiscal quarter ended (A)
        March 31, 2008, $483,000, (B) June 30, 2008, $786,000 and (C) September 30,
        2008, $11,097,000, (g) other unusual or non-recurring non-cash expenses or
        losses, including fees, expenses and charges associated with the transactions
        contemplated by the Separation Agreement, and (h) unrealized losses from
        interest rate, foreign exchange and gasoline Swap Agreements, in the case
        of
        each of (a)-(h) above, to the extent such items are reflected as a charge
        in the
        calculation of Consolidated Net Income for such period,” and

       

      (ii)  by
        deleting subclauses (i) and (ii) thereof in their entirety and inserting
        in lieu
        thereof the following new subclauses (i) and (ii):  

       

      “(i)(A)
        any non-recurring gains (losses) on business unit dispositions outside the
        ordinary course of business and (B) any unusual or non-recurring non-cash
        income, in the case of each of (A) and (B) above, to the extent such items
        are
        reflected as income (losses) in the calculation of Consolidated Net Income
        for
        such period and (ii) any cash payments made during such period in respect
        of
        items described in clause (g) and (h) above subsequent to the fiscal quarter
        in
        which the relevant non-cash expenses or non-cash or unrealized losses were
        reflected as a charge in the calculation of Consolidated Net Income, all
        as
        determined on a consolidated basis in accordance with GAAP.”

       

      (g)       
        by deleting the text in subclause (iv) of “Consolidated Net Income” thereof in
        its entirety and inserting in lieu thereof the following:

       

      “(iv) any
        extraordinary or unusual pretax non-cash losses.”

       

      (h)       
        by deleting the definition of “Guarantee and Collateral Agreement” and inserting
        in lieu thereof the following new definition:

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Guarantee
        and
        Collateral Agreement”:  the Amended and Restated Guarantee and
        Collateral Agreement, dated as of the First Amendment Effective Date, as
        amended, modified or supplemented from time to time.

       

      (i)        
        by deleting “25,000,000” in the definition of “Recovery Event” and inserting in
        lieu thereof “10,000,000”;

       

      (j)        
        by deleting the definition of “Reinvestment Event” in its entirety and inserting
        in lieu thereof the following new definition:

       

      “Reinvestment Event”:  any
        (a) Asset Sale that yields gross proceeds to any Loan Party (valued at the
        initial principal amount thereof in the case of non-cash proceeds consisting
        of
        notes or other debt securities and valued at fair market value in the case
        of
        other non-cash proceeds) in excess of $10,000,000, but less than $25,000,000,
        or
        (b) Recovery Event resulting in a settlement or payment in a principal amount
        in
        excess of $10,000,000, but less than $25,000,000, in each case in respect
        of
        which the Borrower has delivered a Reinvestment Notice.

       

      (k)       
        by inserting “the Mortgages” after “Guarantee and Collateral Agreement,” in the
        definition of “Security Documents”;

       

      (l)        
        by adding the following new definitions in the appropriate alphabetical
        order:

       

      “AESOP
        Base Indenture”:  the Second Amended and Restated Base Indenture, dated
        as of June 3, 2004, between the AESOP Issuer and the AESOP Trustee, as amended,
        modified or supplemented from time to time.

       

      “AESOP
        Issuer”:  Avis Budget Rental Car Funding (AESOP) LLC.

       

      “AESOP
        (Permanent) Variable Funding Facility”:  The Amended and Restated
        Series 2002-2 Supplement, dated as of November 22, 2002, among the AESOP
        Issuer,
        the Borrower, as administrator, JPMorgan Chase Bank, N.A., as administrative
        agent, the several commercial paper conduits and other financial institutions
        party thereto, and the AESOP Trustee, as amended, modified or supplemented
        from
        time to time.

       

      “AESOP (Seasonal) Variable Funding
        Facility”:  The Series 2008-1 Supplement, dated as of February 15,
        2008, among the AESOP Issuer, the Borrower, as administrator, JPMorgan Chase
        Bank, N.A., as administrative agent, the several commercial paper conduits
        and
        other financial institutions party thereto, and the Trustee, as amended,
        modified or supplemented from time to time.

       

      “AESOP
        Trustee”:  The Bank of New York Mellon Trust Company, N.A., in its
        capacity as Trustee under the AESOP Base Indenture.

       

      “AESOP Variable Funding
        Facilities”:  the AESOP (Permanent) Variable Funding Facility and the
        AESOP (Seasonal) Variable Funding Facility.

       

      “Fleet Financing Forecast”: 
the Borrower’s annual forecast of financing
        needs for its domestic rental car
        rental fleet (including detailed sources and uses), substantially in the
        form
        set forth in Section 1 of Annex A.

       

      “First Amendment Effective
        Date”:  December 23, 2008.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Mortgaged Properties”:  the
        real properties listed on Schedule 1.1F, as to which the Administrative Agent
        for the benefit of the Lenders shall be granted a Lien pursuant to the
        Mortgages.

       

      “Mortgages”:  each of the
        mortgages and deeds of trust made by any Loan Party in favor of, or for the
        benefit of, the Administrative Agent for the benefit of the Lenders,
        substantially in the form of Exhibit H (with such changes thereto as the
        Administrative Agent may approve or as shall be advisable under the law of
        the
        jurisdiction in which such mortgage or deed of trust is to be recorded).

       

      “Revolving Loan Sublimit”: 
$275,000,000.

       

      (m)      
        by deleting the following definitions in their entirety:  “Consolidated
        Interest Coverage Ratio”, “Consolidated Interest Expense”, “Permitted
        Acquisition” and “Pricing Grid”.

       

      3.        
        Amendment to Section 2.4 (Revolving Commitment).  Section 2.4 of the Credit
        Agreement is hereby amended by inserting “(x) does not exceed the amount of such
        Lender’s Revolving Percentage of the Revolving Loan Sublimit and (y)” after “at
        any time outstanding which,”.

       

       

       

      4.        
        Amendment to Section 2.6 (Swingline Commitment).  Section 2.6 of the Credit
        Agreement is hereby amended by inserting “(x) the aggregate principal amount of
        Swingline Loans and Revolving Loans then outstanding would exceed the Revolving
        Loan Sublimit or (y)” after “after giving effect to the making of such Swingline
        Loan,”.

       

       

       

      5.        
        Amendments to Section 2.11 (Mandatory Prepayments).  Section 2.11 of the
        Credit Agreement is hereby amended as follows:

       

       

       

      (a)       
        by deleting “75%” in clauses (a) and (b) thereof and inserting in lieu thereof
“100%”; and

       

      (b)       
        by deleting clause (d) thereof in its entirety.

       

      6.        
        Amendment to Section 4.17 (Security Documents).  Section 4.17 of the Credit
        Agreement is hereby amended by redesignating the text of existing Section
        4.17
        clause (a) thereof and inserting the following new clause (b):

       

       

       

      “(b) 
        When executed, each of the Mortgages will be effective to create in favor
        of the
        Administrative Agent, for the benefit of the Lenders, a legal, valid and
        enforceable Lien on the Mortgaged Properties described therein and proceeds
        thereof, and when the Mortgages are accepted for recording in the applicable
        recording offices, each such Mortgage shall constitute a fully perfected
        Lien
        on, and security interest in, all right, title and interest of the Loan Parties
        in the Mortgaged Properties and the proceeds thereof, as security for the
        Obligations (as defined in the relevant Mortgage), in each case prior and
        superior in right to any other Person (except for any Permitted Lien other
        than
        Liens securing Indebtedness).  Schedule 1.1F lists, as of the First
        Amendment Effective Date, each parcel of owned real property and each leasehold
        interest in real property located in the United States and held by the Borrower
        or any of its Subsidiaries that has a value, in the reasonable opinion of
        the
        Borrower, in excess of $400,000.”

       

       

       

      7.        
        Amendment to Section 5.2 (Conditions to Each Extension
        of
        Credit).  Section 5.2 of the Credit Agreement is hereby amended as
        follows:

       

       

       

      (a)    by
        relettering existing clause (c) as new clause (d);

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)       
        by inserting the following new clause (c):

       

       

       

      “(c) 
        No Excess Proceeds.  The amount of any extension of credit, after giving
        effect to the application of proceeds thereof, shall not exceed the reasonable
        working capital needs of the Borrower and its Subsidiaries by a material
        amount.”; and

       

       

       

      (c)       
        by inserting the following at the end of Section 5.2:

       

       

       

      “In addition, so long
        as
        there are any borrowings outstanding under the AESOP Variable Funding
        Facilities, each Application for issuance of a Letter of Credit on
        behalf of the Borrower or any Subsidiary Borrower, the beneficiary of which
        is
        Avis Budget Rental Car Funding (AESOP) LLC,  hereunder shall constitute a
        representation and warranty by the Borrower, or such Subsidiary Borrower,
        as
        applicable, as of the date of such Application that the aggregate
        balance of cash and Cash Equivalents (in each case that are not restricted)
        on
        the balance sheets of AESOP Leasing LP or Avis Budget Rental Car Funding
        (AESOP)
        LLC did not exceed $50,000,000 (excluding any cash or Cash Equivalents pledged
        as collateral for any AESOP Indebtedness) for all of the seven consecutive
        Business Days preceding the date of such Application.”

       

       

       

      8.        
        Amendments to Section 6.2 (Certificates; Other Information).  Section 6.2
        of the Credit Agreement is hereby amended as follows:

       

       

       

      (a)       
        by inserting “(which shall include the Fleet Financing Forecast for such fiscal
        year)” after “for the following fiscal year” in clause (c) thereof;

       

       

       

      (b)       
        by deleting “and” following clause (c); 

       

       

       

      (c)       
        by relettering existing clause (d) as new clause (f); and 

       

       

       

      (d)       
        by inserting the following new clauses (d) and (e):

       

       

       

      “(d) 
        as soon as available, but in any event not later than five Business Days
        after
        the end of each calendar month, (i) a weekly forecast of the Borrower’s cash
        position and cash-flows for the following 13-week period, (ii) a financial
        report setting forth in comparative detail the Borrower’s weekly cash position
        for such calendar month against the forecast delivered pursuant to subclause
        (i)
        above for such calendar month, in each case, substantially in the form set
        forth
        in Section 2 of Annex A, it being understood that (1) the financial forecasts
        provided pursuant to this Section 6.2(d) will be subject to quarterly and
        year-end adjustments and (2) any such financial forecast as it relates to
        future
        events is not to be viewed as fact and that actual results during the period
        or
        periods covered by such financial forecast may differ from such information
        by a
        material amount; 

       

       

       

      (e) 
as
        soon as available, but in any event not later than ten Business Days after
        the
        end of each calendar month, a financial report setting forth in comparative
        detail the Borrower’s financial performance and liquidity for such calendar
        month (including rental car financing activity) against the projected
        performance and liquidity for such calendar month contained in the consolidated
        budget for the fiscal year (including the Fleet Financing Forecast, it being
        understood that the financial performance information provided pursuant to
        this
        Section 6.2(e) will be subject to quarterly and year-end adjustments),
        substantially in the form set forth in Section 2 of Annex A; and”

       

       

       

      9.        
        Amendments to Section 6.9 (Additional Collateral, etc.).  Section 6.9 of
        the Credit Agreement is hereby amended by inserting the following new clause
        (d):

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “(d)     
        With respect to any fee interest or leasehold interest in any real property
        having a value (together with improvements thereof) of at least $400,000
        acquired after the Closing Date by any Group Member (other than (x) any such
        real property subject to a Lien expressly permitted by Section 7.3(h) and
        (y)
        real property acquired by any Excluded Subsidiary or Foreign Subsidiary),
        promptly (i) execute and deliver a first priority Mortgage, in favor of the
        Administrative Agent, for the benefit of the Lenders, covering such real
        property; provided that the obligation to deliver a Mortgage covering any
        leasehold property shall be limited to the use by the applicable Group Member
        of
        its commercially reasonable efforts to obtain any necessary landlord consents
        or
        waivers and (ii) in the case of any real property with a value of $5,000,000
        or
        more, if requested by the Administrative Agent (x) provide the Lenders with
        title and extended coverage insurance covering such real property in an amount
        at least equal to the purchase price of such real property (or such other
        amount
        as shall be reasonably specified by the Administrative Agent) and (y) deliver
        to
        the Administrative Agent legal opinions relating to the matters described
        above,
        which opinions shall be in form and substance, and from counsel, reasonably
        satisfactory to the Administrative Agent.”

       

       

       

      10.      
        New Section 6.10 (Post-First Amendment Actions).  Section 6 of the Credit
        Agreement is hereby amended by inserting the following new Section 6.10:

       

      “6.10  
Post-First Amendment
        Actions.  Within the time period described on Schedule
        6.10 with respect to each action listed on such Schedule, or such later date
        as
        the Administrative Agent shall agree in its discretion from time to time,
        the
        actions listed on Schedule 6.10 shall be completed.”

       

       

       

      11.      
        Amendments to Section 7.1 (Financial Condition Covenants).  Section 7.1 of
        the Credit Agreement is hereby amended by deleting it in its entirety and
        inserting in lieu thereof the following new Section 7.1:

       

       

       

      “7.1    
        Financial Condition Covenants.

       

      (a) 
Consolidated
        Leverage Ratio.  Permit the Consolidated Leverage Ratio
        as at the last day of any period of four consecutive fiscal quarters of the
        Borrower ending with any fiscal quarter set forth below (commencing with
        the
        fiscal quarter ending June 30, 2010) to exceed the ratio set forth below
        opposite such fiscal quarter:

       

      	
              Fiscal
                Quarter

               

            	
              Consolidated
Leverage
                Ratio

               

            
	
              June
                30, 2010

               

            	
              
5.25
                to 1.00

               

            
	
              June
                30, 2011 and thereafter

               

            	
              
4.75
                to 1.00

               

            


       

       

      (b) 
Consolidated
        EBITDA.  Permit Consolidated EBITDA as at the last day
        of any period of four consecutive fiscal quarters of the Borrower ending
        with
        any fiscal quarter set forth below (commencing with the fiscal quarter ending
        December 31, 2008), to be less than the amount set forth below opposite such
        fiscal quarter:

       

      	
              Fiscal
                Quarter

               

            	
              Consolidated
                EBITDA

               

            
	
              December
                31, 2008

               

            	
              $160,000,000

               

            
	
              March
                31, 2009

               

            	
              $135,000,000

               

            
	
              June
                30, 2009

               

            	
              $95,000,000

               

            
	
              September
                30, 2009

               

            	
              $80,000,000

               

            
	
              December
                31, 2009

               

            	
              $155,000,000

               

            
	
              March
                31, 2010

               

            	
              $175,000,000

               

            


      ”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      12.      
        Amendments to Section 7.2 (Indebtedness). Section 7.2 of the Credit
        Agreement is hereby amended as follows:

       

      (a)       
        by deleting “$100,000,000” in clause (g) thereof and inserting in lieu thereof
“$40,000,000”;

       

      (b)       
        by inserting the following proviso at the end of clause (i) thereof:

       

      “;
        provided that each guarantor under the Senior Unsecured Notes or any
        Permitted Refinancing thereof shall be a guarantor of the Obligations pursuant
        to the Guarantee and Collateral Agreement or such other agreement as the
        Administrative Agent may approve in its reasonable discretion”;

       

      (c)       
        by deleting existing clause (l) thereof in its entirety and inserting in
        lieu
        thereof the following new clause (l):

       

      “(l)  Recourse
        Vehicle Indebtedness in an aggregate principal amount, together with any
        principal amounts permitted under clause (m) of this Section 7.2, not to
        exceed
        (i) $100,000,000 plus (ii) $200,000,000, in each case at any one time
        outstanding; provided that any Indebtedness incurred or issued under
        subclause (ii) of this Section 7.2(l) shall be (x) on terms and conditions
        reasonably acceptable to the Administrative Agent and (y) accompanied by
        a
        permanent reduction of the Indebtedness outstanding under the AESOP Variable
        Funding Facilities (with any such reduction applied ratably between the AESOP
        Variable Funding Facilities) equal to 50% of the amount of Recourse Vehicle
        Indebtedness incurred or issued under such subclause (ii);”;

       

      (d)       
        by deleting existing clause (m) thereof in its entirety and inserting in
        lieu
        thereto the following new clause (m):

       

      “(m) 
        Indebtedness incurred in connection with any acquisition by the Borrower
        or any
        of its Subsidiaries of vehicles directly from a manufacturer pursuant to
        such
        manufacturer’s repurchase program in an aggregate principal amount, together
        with any principal amounts permitted under clause (l) of this Section 7.2,
        not
        to exceed (i) $100,000,000 plus (ii) $200,000,000, in each case at any
        one time outstanding; provided that (x) such Indebtedness is not greater
        than the net book value of such vehicles and (y) such vehicles could not
        be
        financed under the AESOP Financing Program; providedfurther that
        any Indebtedness incurred or issued under subclause (ii) of this Section
        7.2(m)
        shall be (1) on terms and conditions reasonably acceptable to the Administrative
        Agent and (2) accompanied by a permanent reduction of the Indebtedness
        outstanding under the AESOP Variable Funding Facilities (with any such reduction
        applied ratably between the AESOP Variable Funding Facilities) equal to 50%
        of
        the amount of Indebtedness incurred or issued under such subclause (ii);”;

       

      (e)       
        by deleting existing clause (q) thereof in its entirety and inserting in
        lieu
        thereof the following new clause (q): 

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “(q) 
Indebtedness
        of any Foreign Subsidiary, Excluded Subsidiary or Securitization
        Entity to the Borrower or any Subsidiary Guarantor in an aggregate principal
        amount, together with any amounts permitted under clauses (t) and (w) of
        this
        Section 7.2, not to exceed (i) $50,000,000 at any one time outstanding;”;

       

      (f)       
        by deleting existing clause (t) thereof in its entirety and inserting in
        lieu
        thereof the following new clause (t): 

       

      “(t) 
Indebtedness
        of any Foreign Subsidiary in an aggregate principal amount,
        together with any amounts permitted under clauses (q) and (w) of this Section
        7.2, not to exceed (i) $50,000,000 at any one time outstanding;”; and

       

      (g)       
        by deleting existing clause (w) thereof in its entirety and inserting in
        lieu
        thereof the following new clause (w): 

       

      “(w) 
additional Indebtedness
        of the Borrower or any of its Subsidiaries in an
        aggregate principal amount, together with any amounts permitted under clauses
        (q) and (t) of this Section 7.2, not to exceed (i) $50,000,000 at any one
        time
        outstanding; and”

       

      13.      
        Amendment to Section 7.6 (Restricted Payments).  Section 7.6 of the
        Credit Agreement is hereby amended as follows:

       

      (a)       
by deleting “(i)” from clause (d) thereof;


       

      (b)       
        by deleting “and” after “Tax Sharing Agreement”; and

       

      (c)       
        by deleting subclause (ii) thereof in its entirety.

       

      14.      
        Amendments to Section 7.7 (Investments).  Section 7.7 of the Credit
        Agreement is hereby amended as follows:

       

      (a)
               by inserting at the end of clause (d)
        thereof “in an aggregate amount not to exceed $500,000 in any fiscal
        year”;

       

      (b)
               by deleting clause (g) thereof in its
        entirety and inserting in lieu thereof the following new clause (g):

       

      “(g) intercompany
        Investments by the Borrower or any Subsidiary Guarantor in any Securitization
        Entity made in the ordinary course of business or to satisfy the general
        financing needs of such Securitization Entity;”;

       

      (c)
               by deleting “Foreign Subsidiary, Excluded
        Subsidiary or Securitization Entity” and inserting in lieu thereof “Foreign
        Subsidiary or Excluded Subsidiary” in clause (h) thereof; 

       

      (d)
               by deleting the text of clause (l) 
thereof in its entirety and inserting “[reserved]” in lieu thereof; and

       

      (e)
               by deleting “$200,000,000” in clause (m)
        thereof and inserting in lieu thereof “$25,000,000”.

       

      15.      
        Amendment to Section 7.8 (Optional Payments and Modifications of Certain
        Agreements).  Section 7.8 of the Credit Agreement is hereby amended by
        deleting “(i)”, deleting “or” after “Permitted Refinancing” and deleting
        subclause (ii) in its entirety from the proviso to clause (a).

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        16.      
          Amendment to Section 8 (Events of Default). Section 8 of the
          Credit Agreement is hereby amended by replacing “guarantee” with “guarantees”
and by inserting “and Section 3” after “Section 2” in clause (j) thereof.

         

      

      17.      
        New Annex and Schedules to the Credit Agreement.  The Credit
        Agreement is hereby amended as follows:

       

      (a)       
        by adding new Annex A (Form of Fleet Financing Forecast; Form of Monthly
        Reports) attached hereto as Exhibit 1; 

       

      (b)       
        by adding new Exhibit H (Form of Mortgage) attached hereto as Exhibit 2;

       

      (c)       
        by adding Schedule 1.1F (Mortgaged Properties) attached hereto as Exhibit
        3 B;
        and

       

      (d)       
        by adding Schedule 6.10 (Post-First Amendment Actions) attached hereto as
        Exhibit 4.

       

      18.      
        Reduction of the Revolving Commitments.  As of the First Amendment
        Effective Date, the aggregate amount of the Revolving Commitments (including
        any
        Revolving Commitments designated to be made available for Revolving Extensions
        of Credit under any New Local Facility) shall be reduced to $1,150,000,000
        in
        accordance with Section 2.9 of the Credit Agreement (it being understood
        than no
        further notice, as required under Section 2.9 of the Credit Agreement, shall
        be
        required to be delivered).

       

      19.      
        Representations and Warranties.  On and as of the date hereof, after
        giving effect to this Amendment, the Borrower hereby confirms that the
        representations and warranties set forth in Section 4 of the Credit Agreement
        are true and correct in all material respects except to the extent that such
        representations and warranties expressly relate solely to a specific earlier
        date.

       

      20.      
        Effectiveness of Amendment.  This Amendment shall become effective
        as upon the receipt by the Administrative Agent of the following:

       

      (a)       
        counterparts to this Amendment duly executed by Holdings, the Borrower and
        the
        Required Lenders;

       

      (b)       
        counterparts to the Amended and Restated Guarantee and Collateral Agreement,
        in
        form and substance reasonably satisfactory to the Administrative Agent, duly
        executed by Holdings, the Borrower and each of the other Loan Parties;

       

      (c)       
        an amendment fee for the account of each Lender consenting to this Amendment
        by
        5:00 P.M. (New York City time) on December 30, 2008, in an amount equal to
        1.00%
        of the sum of each such Lender’s Revolving Commitment and outstanding Term
        Loans; 

       

      (d)       
        all amounts required to be repaid as a result of the reduction of the Revolving
        Commitments pursuant to Section 15 of this Amendment; and

       

      (e)       
        all other fees required to be paid, and all expenses for which invoices have
        been presented (including the reasonable fees and expenses of legal
        counsel).

       

      21.      
        Continuing Effect; No Other Amendments or Consents.  Except as
        expressly provided herein, all of the terms and provisions of the Credit
        Agreement are and shall remain in full force and effect.  The amendments
        provided for herein are limited to the specific subsections of the Credit
        Agreement specified herein and shall not constitute a consent, waiver or
        amendment of, or an indication of the Administrative Agent’s or the Lenders’
willingness to consent to any action requiring consent under any other
        provisions of the Credit Agreement or the same subsection for any other date
        or
        time period. 

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      22.      
        Expenses.  The Borrower agrees to pay and reimburse the
        Administrative Agent for all its reasonable costs and out-of-pocket expenses
        incurred in connection with the preparation and delivery of this Amendment,
        including, without limitation, the reasonable fees and disbursements of counsel
        to the Administrative Agent.

       

      23.      
        Counterparts.  This Amendment may be executed in any number of
        counterparts by the parties hereto (including by facsimile and electronic
        (e.g.
“.pdf”, or “.tif”) transmission), each of which counterparts when so executed
        shall be an original, but all the counterparts shall together constitute
        one and
        the same instrument.

       

      24.      
        GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
        AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

    


    IN WITNESS WHEREOF, the parties have caused
      this First Amendment to be duly executed and delivered by their proper and
      duly
      authorized officers as of the day and year first above written.

     

     

     

    
      	
               

               

            	
               

               

            	
               

               

            	
              AVIS BUDGET HOLDINGS,
                LLC

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ David B.
                Wyshner

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              David B. Wyshner

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Executive Vice
                President and Chief Financial Officer

               

            	
               

               

            


    

     

     

    
      	
               

               

            	
               

               

            	
               

               

            	
              AVIS BUDGET
                CAR
                RENTAL, LLC 

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ David B.
                Wyshner

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              David B. Wyshner

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Executive Vice
                President and Chief Financial Officer

               

            	
               

               

            


    

     

     

    
      	
               

               

            	
               

               

            	
               

               

            	
              JPMORGAN
                CHASE
                BANK, N.A., as

               

              Administrative
                Agent
                and as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Robert P.
                Kellas

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Robert P. Kellas

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Executive
                Director

               

            	
               

               

            


    

     

     


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

               

            	
               

               

            	
               

               

            	
              CITICORP USA, INC.

               

              as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Edward D.
                Herko

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Edward D. Herko

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Vice President

               

            	
               

               

            


    

     

     


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

               

            	
               

               

            	
               

               

            	
              The Bank of Tokyo-Mitsubishi
                UFJ,
                Ltd.

               

              as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Ravneet
                Mumick

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Ravneet Mumick

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Authorized
                Signatory

               

            	
               

               

            


    

     

     


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

               

            	
               

               

            	
               

               

            	
              CALYON NEW YORK
                BRANCH

               

              as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Rod Hurst

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Rod Hurst

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Managing Director

               

            	
               

               

            


    

     

     

    
      	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Yuri
                Muzichenko

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Yuri Muzichenko

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Director

               

            	
               

               

            


    

     

     


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

               

            	
               

               

            	
               

               

            	
              BMO CAPITAL MARKETS FINANCING
                INC. (fka Harris Nesbitt Financing, Inc.)

               

              as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ David L.
                Mistic

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              David L. Mistic

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Vice President

               

            	
               

               

            


    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

               

            	
               

               

            	
               

               

            	
              DEUTSCHE BANK AS NEW YORK
                BRANCH

               

              as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Omayra
                Laucella

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Omayra Laucella

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Vice President

               

            	
               

               

            


    

     

     

    
      	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Erin
                Morrissey

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Erin Morrissey

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Vice President

               

            	
               

               

            


    

     

     


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

               

            	
               

               

            	
               

               

            	
              Bank of America,
                N.A.

               

              as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Chas McDonell

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Chas McDonell

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Senior Vice
                President

               

            	
               

               

            


    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

               

            	
               

               

            	
               

               

            	
              The Bank of Nova
                Scotia

               

              as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ E. F.
                Braniotis

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              E. F. Braniotis

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Managing Director

               

            	
               

               

            


    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

               

            	
               

               

            	
               

               

            	
              Credit
                Suisse,
                Cayman Islands Branch

               

              as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Doreen Barr

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Doreen Barr

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Vice President

               

            	
               

               

            


    

     

     

    
      	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Rianka Mohan

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Rianka Mohan

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Vice President

               

            	
               

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      	
               

               

            	
               

               

            	
               

               

            	
              BARCLAYS
                BANK
                PLC

               

              as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Nicholas Bell

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Nicholas Bell 

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Director

               

            	
               

               

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

       

      	
               

               

            	
               

               

            	
               

               

            	
              WACHOVIA
                BANK,
                National Association, as Documentation Agent and as a
                Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Tray Jones

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Tray Jones 

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Vice President

               

            	
               

               

            


       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
       

       

      	
               

               

            	
               

               

            	
               

               

            	
              THE ROYAL
                BANK
                OF SCOTLAND PLC

               

              as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Jack Lonker

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Jack Lonker

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Senior Vice
                President

               

            	
               

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

               

            	
               

               

            	
               

               

            	
              MIZUHO
                CORPORATE BANK,

               

               

               

              as a Lender

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ Hidekatsu
                Take

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Hidekatsu Take

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Deputy General
                Manager