twelfthamendment.htm


    
      EXHIBIT
        10.3

       

      TWELFTH
        AMENDMENT TO THE AMENDED AND RESTATED
SERIES 2002-2 SUPPLEMENT

       

       

       

      This
        TWELFTH AMENDMENT TO THE AMENDED AND
        RESTATED SERIES 2002-2 SUPPLEMENT (this “Amendment”), dated as of
        December 23, 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, the Tenth Amendment
        thereto, dated as of October 29, 2007, and the Eleventh Amendment thereto,
        dated
        as of October 27, 2008, 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; (iii)
        add a
        requirement to reduce the Series 2002-2 Invested Amount with the proceeds
        of the
        issuance of certain Series of Notes, (iv) reduce the Series 2002-2 Maximum
        Invested Amount, (v) add certain Amortization Events and (vi) modify a covenant
        with respect to ABRCF Vehicle purchasing patterns; and

       

      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: 

      ““Commitment
        Amount” means, with respect to the APA Banks included in any Purchaser
        Group, an amount equal to 102% of the Maximum Purchaser Group Invested Amount
        with respect to such Purchaser Group.”

       

      ““Fee
        Letter” means the letter dated the date hereof, from ABRCF addressed to the
        Administrative Agent and each of the CP Conduit Purchasers, the Funding Agents
        and the APA Banks setting forth certain fees payable from time to time to
        the
        Purchaser Groups, as such letter may be amended or replaced from time to
        time;
provided, however, that solely with respect to the Purchaser Group
        of which Citibank, N.A. is a member, “Fee Letter” shall mean the letter dated
        the Twelfth Amendment Effective Date from ABRCF addressed to the members
        of such
        Purchaser Group and the related Funding Agent setting forth certain fees
        payable
        from time to time to such Purchaser Group, until such letter is cancelled
        in
        accordance with its terms.”

       

       

       

      ““Monthly
        Funding Costs” means, with respect to each Series 2002-2 Interest Period and
        any Purchaser Group, the sum of:

       

       

       

      (a)       
        for each day during such Series 2002-2 Interest Period, (i) with respect
        to a
        Match Funding CP Conduit Purchaser, the aggregate amount of Discount accruing
        on
        all outstanding Commercial Paper issued by, or for the benefit of, such Match
        Funding CP Conduit Purchaser to fund the CP Conduit Funded Amount with respect
        to such Match Funding CP Conduit Purchaser on such day or (ii) with respect
        to a
        Pooled Funding CP Conduit Purchaser, the aggregate amount of Discount accruing
        on or otherwise in respect of the Commercial Paper issued by, or for the
        benefit
        of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in part,
        by
        the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser,
        to
        fund the purchase or maintenance of the CP Conduit Funded Amount with respect
        to
        such Pooled Funding CP Conduit Purchaser; plus

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)
               for each day during such Series 2002-2
        Interest Period, the sum of:

       

       

       

      (i)
                the product of (A) the portion of the
        APA Bank Funded Amount with respect to such Purchaser Group allocated to
        the
        Floating Tranche with respect to such Purchaser Group on such day times
(B) the Alternate Base Rate plus the Applicable Margin on such day,
divided by (C) 365 (or 366, as the case may be) plus

       

       

       

      (ii)
               the product of (A) the portion of the APA
        Bank Funded Amount with respect to such Purchaser Group allocated to Eurodollar
        Tranches with respect to such Purchaser Group on such day times (B) the
        weighted average Adjusted LIBO Rate with respect to such Eurodollar Tranches
        plus the Applicable Margin on such day in effect with respect thereto
        divided by (C) 360; plus

       

       

       

      (c)
               for each day during such Series 2002-2
        Interest Period, the product of (A) the CP Conduit Funded Amount with respect
        to
        such Purchaser Group on such day times (B) the Program Fee Rate on such
        day divided by (C) 360; plus

       

       

       

      (d)      
        for each day during such Series 2002-2 Interest Period, the product of (A)
        the
        Purchaser Group Invested Amount with respect to such Purchaser Group on such
        day
        and (B) the Incremental Term Financing Fee Rate on such day divided by
        (C) 360.”

       

      ““Scheduled
        Expiry Date” means, with respect to any Purchaser Group, December 22, 2009,
        as such date may be extended in accordance with Section 2.6(b).”

       

      ““Series
        2002-2 Limited Liquidation Event of Default” means, so long as such event or
        condition contin­ues, any event or condition of the type specified in
        clauses (a) through (h) or clause (l) of Article IV; provided,
however, that any event or condition of the type specified in clauses
        (a)
        through (h) or clause (l) of Article IV shall not constitute a Series 2002-2
        Limited Liquidation Event of Default if the Trustee shall have received the
        written consent of each of the Series 2002-2 Noteholders waiv­ing the
        occurrence of such Series 2002-2 Limited Liquidation Event of Default.”

       

      ““Series 2002-2
        Moody’s Highest Enhancement Rate” means, as of any date of determination,
        the greater of (a) 55.00% and (b) the sum of (i) 55.00% and (ii) the highest,
        for any calendar month within the preceding twelve calendar months, of the
        greater of (x) an amount (not less than zero) equal to 100% minus the
        Measurement Month Average for the immediately preceding Measurement Month
        and
        (y) an amount (not less than zero) equal to 100% minus the Market Value
        Average as of the Determination Date within such calendar month (excluding
        the
        Market Value Average for any Determination Date which has not yet
        occurred).”

       

      ““Series 2002-2
        Moody’s Intermediate Enhancement Rate” means, as of any date of
        determination, 55.00%.”

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ““Series 2002-2
        Moody’s Lowest Enhancement Rate” means, as of any date of determination,
        20.00%.”

       

      ““Series
        2002-2 Required Liquidity Amount” means, with respect to any Distribution
        Date, an amount equal to 12.50% 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 Special VFN Collection Allocation Percentage” means as of any date of
        determination:  (a) when used with respect to Principal Collections, the
        Series 2002-2 VFN Percentage as of the end of the Series 2002-2 Revolving
        Period
        and (b) when used with respect to Interest Collections, the percentage
        equivalent of a fraction the numerator of which is the Accrued Amounts with
        respect to the Series 2002-2 Notes on such date of determination and the
        denominator of which is the aggregate Accrued Amounts with respect to the
        Series
        2002-2 Notes and the Series 2002-3 Notes on such date of determination;
provided that, for the avoidance of doubt, as of any date following the
        termination of the Series 2002-3 Supplement in accordance with its terms,
        the
        Series 2002-2 Special VFN Collection Allocation Percentage shall equal
        100%.”

       

      ““Series
        2002-2 Standard & Poor’s Intermediate Enhancement Rate” means, as of any
        date of determination, the greater of (a) 49.25% and (b) the sum of (i) 49.25%
        and (ii) the highest, for any calendar month within the preceding twelve
        calendar months, of the greater of (x) an amount (not less than zero) equal
        to
        100% minus the Measurement Month Average for the immediately preceding
        Measurement Month and (y) an amount (not less than zero) equal to 100%
minus the Market Value Average as of the Determination Date within such
        calendar month (excluding the Market Value Average for any Determination
        Date
        which has not yet occurred).”

       

      ““Series
        2002-2 Standard & Poor’s Lowest Enhancement Rate” means, as of any date
        of determination, 34.00%.”

       

      ““Series
        2002-2 VFN Percentage” means, as of any date, the percentage equivalent of a
        fraction the numerator of which is the sum of the Series 2002-2 Invested
        Amount
        and the Series 2002-2 Overcollateralization Amount as of such date and the
        denominator of which is the sum of the Series 2002-2 Invested Amount, the
        Series
        2002-2 Overcollateralization Amount, the Series 2002-3 Invested Amount and
        the
        Series 2002-3 Overcollateralization Amount as of such date; provided
        that, for the avoidance of doubt, as of any date following the termination
        of
        the Series 2002-3 Supplement in accordance with its terms, the Series 2002-2
        VFN
        Percentage shall equal 100%.”

       

      2.                 
Additional 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:

      ““Consolidated
        EBITDA” has the meaning set forth in the Credit Agreement.” 

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ““Consolidated
        Leverage Ratio” has the meaning set forth in the Credit Agreement.”

       

      ““Credit
        Agreement” means the Credit Agreement, dated as of April 19, 2006, among
        Avis Budget Holdings, LLC, as Borrower, ABCR, 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, as amended by the First Amendment thereto dated as
        of
        December 23, 2008 but without giving effect to any further amendment thereto
        made subsequent to the Series 2002-2 Twelfth Amendment Effective Date unless
        such amendment has been approved in writing by the Requisite Noteholders.”

       

      ““Eligible
        Term Notes” shall mean any Series of Notes issued by ABRCF pursuant to the
        Base Indenture subsequent to the Series 2002-2 Twelfth Amendment Effective
        Date
        and prior to the Scheduled Expiry Date that are term notes with an expected
        final payment date not less than 24 months after the date of the issuance
        of
        such Notes.”

       

      ““Incremental
        Term Financing Fee Rate” is defined in the Fee Letter.”

       

      ““Reduction
        Amount” is defined in Section 2.5(e).”

       

      ““Replacement
        Credit Agreement” means any credit agreement or similar facility entered
        into by Avis Budget Holdings, LLC, ABCR and/or any affiliate of either entity,
        that refinances or replaces the Credit Agreement, without giving effect to
        any
        amendment thereto that is not approved in writing by the Requisite
        Noteholders.”

       

      ““Series
        2002-2 Commitment Reduction Percentage” means, as of any date of
        determination, the percentage equivalent of a fraction, the numerator of
        which
        is equal to the Series 2002-2 Maximum Invested Amount as of such date and
        the
        denominator of which is equal to the sum of the Series 2002-2 Maximum Invested
        Amount and the Series 2008-1 Maximum Invested Amount (as such term in defined
        in
        the Series 2008-1 Supplement) as of such date, in each case without giving
        effect to any reductions in such amount on such date.”

       

      ““Series
        2002-2 Maximum Eligible Term Notes Commitment Reduction Amount” means, as of
        any date of determination, an amount equal to the excess, if any, of (x)
        $750,000,000 over (y) the sum of (i) the aggregate amount by which the Series
        2002-2 Maximum Invested Amount has been reduced in accordance with the second
        sentence of Section 2.6(c) prior to such date and (ii) the aggregate amount
        by
        which the Series 2008-1 Maximum Invested Amount (as such term is defined
        in the
        Series 2008-1 Supplement) has been reduced in accordance with the second
        sentence of Section 2.6(c) of the Series 2008-1 Supplement on or prior to
        such
        date.”

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ““Series
        2002-2 Maximum Eligible Term Notes Principal Reduction Amount” means, as of
        any date of determination, an amount equal to the excess, if any, of (x)
        $750,000,000 over (y) the sum of (i) the sum of the amounts allocated to
        the
        Series 2002-2 Excess Collection Account in accordance with the terms of Section
        2.5(e) prior to such date and (ii) the sum of the amounts allocated to the
        Series 2008-1 Excess Collection Account (as such term is defined in the Series
        2008-1 Supplement) in accordance with the terms of Section 2.5(e) of the
        Series
        2008-1 Supplement on or prior to such date.” 

       

      ““Series
        2002-2 Principal Reduction Percentage” means, as of any date of
        determination, the percentage equivalent of a fraction, the numerator of
        which
        is equal to the Series 2002-2 Invested Amount as of such date and the
        denominator of which is equal to the sum of the Series 2002-2 Invested Amount
        and the Series 2008-1 Invested Amount (as such term in defined in the Series
        2008-1 Supplement) as of such date, in each case without giving effect to
        any
        payments of principal on such date; provided, however, that on and
        after the Series 2008-1 Scheduled Expiry Date, the Series 2002-2 Principal
        Reduction Percentage shall equal 100%.”

       

      ““Series
        2008-1 Scheduled Expiry Date” means the “Scheduled Expiry Date” as such term
        is defined in the Series 2008-1 Supplement.”

       

      3.                 
Amendment to Section 2.1(b).  Section 2.1(b) of the
        Series 2002-2 Supplement is hereby amended and restated in its entirety as
        follows:

      “(b)      Maximum Purchaser Group
        Invested Amounts.  Notwithstanding anything to the contrary contained
        in this Supplement, at no time shall a Purchaser Group be required to make
        the
        initial purchase of a Series 2002-2 Note or increase its Purchaser Group
        Invested Amount if the Purchaser Group Invested Amount with respect to such
        Purchaser Group, after giving effect to such purchase or increase, would
        exceed
        the Maximum Purchaser Group Invested Amount with respect to such Purchaser
        Group
        at such time.”

      4.                 
        Amendments to Section 2.5.  (a) Section 2.5(a) of the Series 2002-2
        Supplement is hereby amended by (i) deleting the parenthetical set forth
        in the
        second proviso thereof and replacing such parenthetical in its entirety with
        the
        following: “(or (x) if such Decrease will be used to reduce one or more
        Non-Extending Purchaser Group’s Purchaser Group Invested Amounts, such Decrease
        may be in such amount as is necessary to reduce the Purchaser Group Invested
        Amounts of all such Non-Extending Purchaser Groups to zero and (y) if such
        Decrease will be made in accordance with the terms of Section 2.5(e), such
        Decrease may be in an amount equal to the applicable Reduction Amount)” and (ii)
        adding the language “and Section 2.5(e)” after the words “other than pursuant to
        Section 2.5(d)” in the parenthetical set forth in the third proviso thereof and
        (b) Section 2.5 of the Series 2002-2 Supplement is hereby further amended
        by
        inserting the following paragraph at the end of Section 2.5 as clause (e)
        thereof:

       

      “(e)     
        ABRCF shall (i) on any date on which ABRCF issues Eligible Term Notes, allocate
        and deposit proceeds from the initial sale of such Eligible Term Notes in
        an
        amount (the “Reduction Amount”) equal to the least of (x) the product of
        (1) the Series 2002-2 Principal Reduction Percentage as of such date and
        (2) 75%
        of the initial principal amount of such Eligible Term Notes, (y) the Series
        2002-2 Maximum Eligible Term Notes Principal Reduction Amount as of such
        date
        and (z) the Series 2002-2 Invested Amount as of such date, into the Series
        2002-2 Excess Collection Account in accordance with Section 3.2(d), and (ii)
        on
        such date or as promptly thereafter as possible, use such funds to effect
        a
        Decrease in accordance with Section 2.5(a) in an amount equal to the Reduction
        Amount; provided that, notwithstanding the first sentence of Section 2.5(a),
        solely for purposes of the Section 2.5(e), ABRCF shall be permitted to effect
        any Decrease contemplated by this Section 2.5(e) irrespective of whether
        an
        Amortization Event has occurred.  Following the issuance of any Eligible
        Term Notes, ABRCF shall not request any Increase until the Decrease required
        by
        this Section 2.5(e) has been effected.”

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.                 
        Amendment to Section 2.6(c).  Section 2.6(c) of the Series 2002-2
        Supplement is hereby amended by adding the following language immediately
        after
        the first sentence thereof: 

       

      “On any date on
        which ABRCF issues Eligible Term Notes, the Series 2002-2 Maximum Invested
        Amount shall automatically be reduced in an amount equal to the least of
        (x) the
        product of (1) the Series 2002-2 Commitment Reduction Percentage as of such
        date
        and (2) 75% of the initial principal amount of such Eligible Term Notes,
        (y) the
        Series 2002-2 Maximum Eligible Term Notes Commitment Reduction Amount as
        of such
        date and (z) the Series 2002-2 Maximum Invested Amount as of such date.” 


       

      6.                 
        Amendment to Article IV.  Article IV of the Series 2002-2 Supplement
        is hereby amended by (i) deleting clause (k) thereto and replacing such clause
        in its entirety with the following:

       

       

       

      “(k)     
        the occurrence and continuation of an “event of default” under the Credit
        Agreement or any Replacement Credit Agreement, without giving effect to any
        waiver of any such event of default 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;”;

       

       

       

      (ii) adding
        the
        following clauses (l), (m) and (n):

       

                             
“(l)       a Decrease in
        an amount equal to the
        Reduction Amount is not made in accordance with the terms of Section 2.5(e)
        upon
        the issuance of any Eligible Term Notes and in any event within ten (10)
        days
        after such issuance; 

       

      (m)      
        an Amortization Event shall have occurred with respect to the Series 2008-1
        Notes (as such term is defined in the Series 2008-1 Supplement); and

       

      (n)  
              (i) the Consolidated Leverage Ratio as at the
        last day of any period of four consecutive fiscal quarters of ABCR ending
        with
        any fiscal quarter set forth below (commencing with the fiscal quarter ending
        June 30, 2010) shall exceed the ratio set forth below opposite such fiscal
        quarter:

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	
              Fiscal
                Quarter ending

               

            	
              Consolidated
Leverage
                Ratio

               

            
	
              June
                30, 2010

               

            	
              
5.25
                to 1.00

               

            
	
              June
                30, 2011 and thereafter

               

            	
              
4.75
                to 1.00

               

            
	
               

               

            	
               

               

            


       

       

      or (ii) the Consolidated EBITDA as
        at
        the last day of any period of four consecutive fiscal quarters of ABCR ending
        with any fiscal quarter set forth below (commencing with the fiscal quarter
        ending December 31, 2008), shall be less than the amount set forth below
        opposite such fiscal quarter:

       

      	
              Fiscal
                Quarter ending

               

            	
              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 and thereafter

               

            	
              $175,000,000

               

            
	
               

               

            	
               

               

            


      ”

       

      and (iii)
        deleting the second paragraph thereof and replacing such paragraph in its
        entirety with the following:

       

                             
“In the case of
        any event described in clause (j), (k), (m) or (n) above, an
        Amortization Event shall have occurred with respect to the Series 2002-2
        Notes
        only if either the Trustee or the Requisite Noteholders declare that an
        Amortization Event has occurred.  In the case of an event described in
        clause (a), (b), (c), (d), (e), (f), (g), (h), (i) or (l) an Amortization
        Event
        with respect to the Series 2002-2 Notes shall have occurred without any notice
        or other action on the part of the Trustee or any Series 2002-2 Noteholders,
        immediately upon the occurrence of such event.  Amortization Events with
        respect to the Series 2002-2 Notes described in clause (a), (b), (c), (d),
        (e),
        (f), (g), (h), (i) or (l) may be waived with the written consent of the
        Purchaser Groups having Commitment Percentages aggregating 100%. 
Amortization Events with respect to the Series 2002-2 Notes described in
        clause
        (j), (k), (m) or (n) above may be waived in accordance with Section 9.5 of
        the
        Base Indenture.”    

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      7.                 
Amendment to Section 8.2.  (i) Section 8.2(h) of
        the
        Series 2002-2 Supplement is hereby amended and restated in its entirety as
        follows:

      “(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 such Vehicles; provided,
however, that they shall not modify the customary buying patterns or
        purchasing criteria used by the Administrator and its Affiliates with respect
        to
        the Vehicles if the primary purpose of such modification is to comply
        with this covenant; and”

      ; and (ii) Section 8.2 of the Series 2002-2
        Supplement is hereby further amended by inserting the following paragraph
        at the
        end of Section 8.2 as clause (i) thereof:

       

       

       

      “(i)      
        with respect to any Replacement Credit Agreement, they will provide notice
        of
        such Replacement Credit Agreement, together with a copy of the proposed
        Replacement Credit Agreement, to Moody’s no less than ten (10) days prior to
        the  anticipated effective date for such Replacement Credit
        Agreement.”

       

       

       

      8.                 
Amendment to Schedule I.  (a) On the Series 2002-2
        Twelfth 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 effect a decrease in the Maximum Purchaser Group Invested Amount with
        respect to certain Purchaser Groups as reflected thereon and a reduction
        in the
        Series 2002-2 Maximum Invested Amount. 

                             
(b)        By executing this Amendment,
        each
        Purchaser Group hereby consents to the reduction of the Series 2002-2 Maximum
        Invested Amount pursuant to the amendment of Schedule I in accordance with
        this
        Amendment on a non-pro rata basis.

       

       

       

                             
(c)        On the Series 2002-2
        Twelfth
        Amendment Effective Date, each CP Conduit Purchaser, the APA Banks with respect
        to such CP Conduit Purchaser and the Funding Agent with respect to such CP
        Conduit Purchaser shall be deemed hereby to make or accept, as applicable,
        an
        assignment and assumption of a portion of the Series 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
        Purchaser Group shall equal the product of (x) the sum of the Purchaser Group
        Invested Amounts of each Purchaser Group on the Series 2002-2 Twelfth Amendment
        Effective Date and (y) the Commitment Percentage of such Purchaser Group
        on the
        Series 2002-2 Twelfth Amendment Effective Date after giving effect to the
        effectiveness of this Amendment and the changes in the Maximum Purchaser
        Group
        Invested Amounts made thereby and in furtherance thereof, each CP Conduit
        Purchaser (or the related APA Banks, based on their APA Bank Percentage)
        which
        is a member of a Purchaser Group whose Commitment Percentage after giving
        effect
        to this Amendment is greater than such Commitment Percentage prior to giving
        effect to this Amendment shall make an advance to the Administrative Agent,
        on a
prorata basis, for payment to each Purchaser Group whose
        Commitment Percentage after giving effect to this Amendment is less than
        such
        Commitment Percentage prior to giving effect to this Amendment.  No
        Purchaser Group shall be required to make any assignment of any portion of
        its
        Purchaser Group Invested Amount unless such assigning Purchaser Group shall
        receive in cash an amount equal to the reduction in its Purchaser Group Invested
        Amount.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

       

      12.             
        This Amendment shall become effective on the date (the “Series 2002-2 Twelfth
        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, however, that by executing this Amendment,
        each Series 2002-2 Noteholder hereby consents and agrees that the Rating
        Agency
        Consent Condition shall be deemed to be satisfied with respect to Moody’s,
        solely with respect to this Amendment, upon the receipt by the Administrative
        Agent of a letter, in form and substance satisfactory to the Administrative
        Agent, from Moody’s stating that a long-term rating of at least “Aa2” has been
        assigned by Moody’s to each of the Series 2002-2 Notes and the Series 2008-1
        Notes (as such term is defined in the Series 2008-1 Supplement) and that
        the
        execution and delivery of this Amendment will not result in a reduction or
        withdrawal of the rating (in effect immediately before the taking of such
        action) of any other outstanding Series of 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), (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 and (v) Simpson
        Thacher & Bartlett LLP shall have been paid all fees and expenses due to it
        as counsel to the Administrative Agent. 

       

      13.             
From and after the Series 2002-2
        Twelfth 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      14.             
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.

       

      15.             
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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    
      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/ Sally Tokich

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              Sally R. Tokich

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Title:

               

            	
              Assistant Vice
                President

               

            	
               

               

            


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       


       

       

      	
               

               

            	
               

               

            	
               

               

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

               

               

               

               

               

            	
               

               

            
	
               

               

            	
               

               

            	
              By:

               

            	
              /s/ George S.
                Wilkins

               

            	
               

               

            
	
               

               

            	
               

               

            	
              Name:

               

            	
              George S. Wilkins

               

            	
               

               

            
	
               

               

            	
               

               

            	
              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/ Jason D.
                Muncy

               

            	
               

               

            
	
              Name:

               

            	
              Jason D. Muncy

               

            	
               

               

            
	
              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:

               

            	
               

               

            	
               

               

            
	
              Name:

               

            	
               

               

            	
               

               

            
	
              Title:

               

            	
               

               

            	
               

               

            


       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    
       

       

      	
               

               

            	
               

              LIBERTY STREET
                FUNDING
                LLC, as a CP Conduit Purchaser under the Series 2002-2 Supplement

               

               

               

            	
               

               

            
	
              By:

               

            	
              /s/ Bernardo J.
                Angelo

               

            	
               

               

            
	
              Name:

               

            	
              Bernardo J.
                Angelo

               

            	
               

               

            
	
              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/ Steven
                Vierengel    

               

            	
               

               

            
	
              Name:

               

            	
              Steven Vierengel

               

            	
               

               

            
	
              Title:

               

            	
               

               

            	
               

               

            


       

       

       

       

      	
               

               

            	
              CITIBANK,
                N.A., as 

               

              an APA Bank under
                the
                Series 2002-2 Supplement

               

               

               

            	
               

               

            
	
              By:

               

            	
              /s/ Steven
                Vierengel

               

            	
               

               

            
	
              Name:

               

            	
              Steven Vierengel

               

            	
               

               

            
	
              Title:

               

            	
               

               

            	
               

               

            


       

       

      	
               

               

            	
              CITICORP
                NORTH AMERICA, INC., as a Funding Agent under the
                Series 2002-2 Supplement

               

               

               

            	
               

               

            
	
              By:

               

            	
              /s/ Steven
                Vierengel

               

            	
               

               

            
	
              Name:

               

            	
              Steven Vierengel

               

            	
               

               

            
	
              Title:

               

            	
               

               

            	
               

               

            


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

    

    
      	
               

               

            	
              FALCON ASSET
                SECURITIZATION COMPANY LLC, as a CP Conduit Purchaser under the Series
                2002-2 Supplement

               

               

               

            	
               

               

            
	
              By:

               

            	
              /s/ George S.
                Wilkins

               

            	
               

               

            
	
              Name:

               

            	
              George S. Wilkins

               

            	
               

               

            
	
              Title:

               

            	
              Executive
                Director

               

            	
               

               

            


       

       

      	
               

               

            	
              JPMORGAN CHASE
                BANK,
                N.A. as a Funding Agent under the Series 2002-2 Supplement

               

            	
               

               

            
	
              By:

               

            	
              /s/ George S.
                Wilkins

               

            	
               

               

            
	
              Name:

               

            	
              George S. Wilkins

               

            	
               

               

            
	
              Title:

               

            	
              Executive
                Director

               

            	
               

               

            


        

       

      	
               

               

            	
              JPMORGAN CHASE
                BANK,
                N.A. as an APA Bank under the Series 2002-2 Supplement

               

               

               

            	
               

               

            
	
              By:

               

            	
              /s/ George S.
                Wilkins

               

            	
               

               

            
	
              Name:

               

            	
              George S. Wilkins

               

            	
               

               

            
	
              Title:

               

            	
              Executive
                Director

               

            	
               

               

            


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      	
               

               

            	
              GEMINI SECURITIZATION
                CORP., LLC, as a CP Conduit Purchaser under the Series 2002-2
                Supplement

               

               

               

            	
               

               

            
	
              By:

               

            	
              /s/ Louise E.
                Colby

               

            	
               

               

            
	
              Name:

               

            	
              Louise E. Colby

               

            	
               

               

            
	
              Title:

               

            	
              Vice President

               

            	
               

               

            


        

       

      	
               

               

            	
              DEUTSCHE BANK AG,
                NEW
                YORK BRANCH, as a Funding Agent and an APA Bank under the Series
                2002-2
                Supplement

               

               

               

            	
               

               

            
	
              By:

               

            	
              /s/ Eric Shea

               

            	
               

               

            
	
              Name:

               

            	
              Eric Shea

               

            	
               

               

            
	
              Title:

               

            	
              Managing Director

               

            	
               

               

            


       

       

      	
               

               

            	
               

               

            	
               

               

            
	
              By:

               

            	
              /s/ Robert
                Sheldon

               

            	
               

               

            
	
              Name:

               

            	
              Robert Sheldon

               

            	
               

               

            
	
              Title:

               

            	
              Director

               

            	
               

               

            


       

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

       

      	
               

               

            	
              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/ Richard
                McBride

               

            	
               

               

            
	
              Name:

               

            	
              Richard McBride

               

            	
               

               

            
	
              Title:

               

            	
              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/ Richard
                McBride

               

            	
               

               

            
	
              Name:

               

            	
              Richard McBride

               

            	
               

               

            
	
              Title:

               

            	
              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:
                Greenwich Capital Markets, Inc., as agent

               

               

               

            	
               

               

            
	
              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:
                Greenwich Capital Markets, Inc., as agent

               

               

               

            	
               

               

            
	
              By:

               

            	
              /s/ Michael
                Zappaterrini

               

            	
               

               

            
	
              Name:

               

            	
              Michael
                Zappaterrini

               

            	
               

               

            
	
              Title:

               

            	
              Managing Director

               

            	
               

               

            


      



       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      	
               

               

            	
              AVIS BUDGET CAR
                RENTAL,
                LLC, as Administrator

               

            	
               

               

            
	
              By:

               

            	
              /s/  Rochelle
                Tarlowe

               

            	
               

               

            
	
              Name:

               

            	
              Rochelle Tarlowe

               

            	
               

               

            
	
              Title:

               

            	
              Vice President
                and
                Treasurer