secondamendment.htm


    EXHIBIT
      10.4

     

    SECOND
      AMENDMENT TO THE SERIES 2008-1 SUPPLEMENT

    This
      SECOND AMENDMENT TO THE SERIES 2008-1 SUPPLEMENT (this
“Amendment”), dated as of December 23, 2008, amends the Series 2008-1
      Supplement (the “Series 2008-1 Supplement”), dated as of February 15,
      2008, as amended by the First Amendment thereto, dated as of October 27, 2008,
      and is among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose
      limited liability company established under the laws of Delaware
      (“ABRCF”), AVIS
      BUDGET CAR RENTAL,
      LLC, a limited liability company established under the laws of Delaware, as
      administrator (the “Administrator”), JPMORGAN CHASE BANK, N.A., a
      national banking association, as administrative agent (the “Administrative
      Agent”), the several commercial paper conduits listed on Schedule I thereto
      (each a “CP Conduit Purchaser”), the several banks set forth opposite the
      name of each CP Conduit Purchaser on Schedule I thereto (each an “APA
      Bank” with respect to such CP Conduit Purchaser), the several agent banks
      set forth opposite the name of each CP Conduit Purchaser on Schedule I thereto
      (each a “Funding Agent” with respect to such CP Conduit Purchaser), THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor in interest to The
      Bank of New York), a national banking association, as trustee (in such capacity,
      the “Trustee”) and as agent for the benefit of the Series 2008-1
      Noteholders (in such capacity, the “Series 2008-1 Agent”), to the Second
      Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF
      and
      the Trustee (as amended, modified or supplemented from time to time, exclusive
      of Supplements creating a new Series of Notes, the “Base
      Indenture”).  All capitalized terms used herein and not otherwise
      defined herein shall have the respective meanings provided therefor in the
      Definitions List attached as Schedule I to the Base Indenture (as amended
      through the date hereof) or the Series 2008-1 Supplement, as applicable.

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      pursuant to Section 12.2 of the Base
      Indenture, any Supplement thereto may be amended with the consent of ABRCF,
      the
      Trustee and each affected Noteholder of the applicable Series of Notes, so
      long
      as such amendment only affects the Noteholders of such Series of
      Notes;

     

    WHEREAS,
      the
      parties desire to amend the Series 2008-1 Supplement to (i) extend the Scheduled
      Expiry Date; (ii) replace Schedule I thereto with a new Schedule I; (iii)
      increase the Series 2008-1 Maximum Invested Amount; (iv) add a requirement
      to
      reduce the Series 2008-1 Invested Amount with the proceeds of the issuance
      of
      certain Series of Notes; (v) add a Controlled Amortization Period; (vi) add
      certain Amortization Events and (vii) modify a covenant with respect to ABRCF
      Vehicle purchasing patterns; and

     

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

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NOW, THEREFORE, it is
      agreed: 

     

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

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

     

    ““CP
      Rate Period” means, with respect to any CP Tranche, a period of days not to
      exceed 270 days commencing on a Business Day selected in accordance with Section
      2.7(b); provided that (x) if a CP Rate Period would end on a day that is
      not a Business Day, such CP Rate Period shall end on the next succeeding
      Business Day and (y) during the Series 2008-1 Controlled Amortization Period
      and
      the Series 2008-1 Rapid Amortization Period, each CP Rate Period shall end
      on or
      prior to the next succeeding Distribution Date.”

     

    ““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 Second 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.”

     

    ““Maximum
      Purchaser Group Invested Amount” means, with respect to any Purchaser Group,
      an amount equal to the product of (i) the amount set forth opposite the name
      of
      the CP Conduit Purchaser included in such Purchaser Group on Schedule I, as
      such amount may be increased or reduced from time to time as provided in Section
      2.6 (but which for the avoidance of doubt shall not include any reductions
      made
      pursuant to clause (ii) of this definition) and (ii) (x) from the Series 2008-1
      Second Amendment Effective Date to but excluding August 1, 2009, 100%, (y)
      from
      and including August 1, 2009 to but excluding September 1, 2009, 75% and (z)
      from and including September 1, 2009 to but excluding the Scheduled Expiry
      Date,
      50%.  The Maximum Purchaser Group Invested Amount with respect to each
      Non-Extending Purchaser Group shall be reduced to zero on the Scheduled Expiry
      Date with respect to such Purchaser Group.”

     

    ““Monthly Funding
      Costs” means, with respect to each Series 2008-1 Interest Period and any
      Purchaser Group, the sum of:

     

    (a)       
for each day during
      such Series 2008-1 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 2008-1
      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 2008-1
      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 2008-1 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.”

     

    ““Past
      Due Rent Payment” is defined in Section 3.2(g).”

     

    ““Scheduled
      Expiry Date” means, with respect to any Purchaser Group, November 20, 2009,
      as such date may be extended in accordance with Section 2.6(b).”

     

    ““Series 2008-1
      Invested Percentage” means as of any date of determination:

     

    (a)       
when used with respect to Principal Collections,
      the percentage equivalent
      (which percent­age shall never exceed 100%) of a fraction the nu­merator
      of which shall be equal to the sum of the Series 2008-1 Invested Amount and
      the
      Series 2008-1 Over­collateralization Amount, determined during the Series
      2008-1 Revolving Period as of the end of the immediately preceding Business
      Day,
      or, during the Series 2008-1 Rapid Amortization Period  or the Series
      2008-1 Controlled Amortization Period, as of the end of the Series 2008-1
      Revolving Period, and the denominator of which shall be the greater as of the
      end of the immediately preceding Business Day of (I) the Aggregate Asset Amount
      and (II) the sum of the numerators used to deter­mine (i) invested
      percentages for allocations with respect to Principal Collections (for all
      Series of Notes and all classes of such Series of Notes) and (ii)
      overcollateralization percentages for alloca­tions with respect to Principal
      Collections (for all Series of Notes that provide for credit enhancement in
      the
      form of overcollateralization); and

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)       
when used with respect to Interest Collections,
      the percentage equivalent (which
      percent­age shall never exceed 100%) of a fraction the nu­merator of
      which shall be the Accrued Amounts with respect to the Series 2008-1 Notes
      on
      such date of determina­tion, and the denominator of which shall be the
      aggregate Accrued Amounts with respect to all Series of Notes on such date
      of
      determination.”

     

    ““Series 2008-1
      Lease Interest Payment Deficit” means on any Distribution Date an amount
      equal to the excess, if any, of (a) the aggregate amount of Interest Collections
      which pursuant to Section 3.2(a), (b), (c) or (d) would have been allocated
      to
      the Series 2008-1 Accrued Interest Account if all payments of Monthly Base
      Rent
      required to have been made under the Leases from and excluding the preceding
      Distribution Date to and including such Distribution Date were made in full
      over
      (b) the aggregate amount of Interest Collections which pursuant to Section
      3.2(a), (b), (c) or (d) have been allocated to the Series 2008-1 Accrued
      Interest Account (excluding any amounts paid into the Series 2008-1 Accrued
      Interest Account pursuant to the proviso in Sections 3.2(c)(ii) and 3.2(d)(ii))
      from and excluding the preceding Distribution Date to and including such
      Distribution Date.”

     

    ““Series 2008-1
      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 (i) or clause (m) of Article IV; provided,
however, that any event or condition of the type specified in clauses
      (a)
      through (i) or clause (m) of Article IV shall not constitute a Series 2008-1
      Limited Liquidation Event of Default if the Trustee shall have received the
      written consent of each of the Series 2008-1 Noteholders waiv­ing the
      occurrence of such Series 2008-1 Limited Liquidation Event of Default.”

     

    ““Series 2008-1
      Monthly Lease Principal Payment Deficit” means on any Distribution Date an
      amount equal to the excess, if any, of (a) the aggregate amount of Principal
      Collections which pursuant to Section 3.2(a), (b), (c) or (d) would have been
      allocated to the Series 2008-1 Collection Account if all payments required
      to
      have been made under the Leases from and excluding the preceding Distribution
      Date to and including such Distribution Date were made in full over (b) the
      aggregate amount of Principal Collections which pursuant to Section 3.2(a),
      (b),
      (c) or (d) have been allocated to the Series 2008-1 Collection Account (without
      giving effect to any amounts paid into the Series 2008-1 Accrued Interest
      Account pursuant to the proviso in Sections 3.2(c)(ii) and/or 3.2(d)(ii)) from
      and excluding the preceding Distribution Date to and including such Distribution
      Date.”

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ““Series 2008-1
      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 2008-1
      Moody’s Intermediate Enhancement Rate” means, as of any date of
      determination, 55.00%.”

     

    ““Series 2008-1
      Moody’s Lowest Enhancement Rate” means, as of any date of determination,
      20.00%.”

     

    ““Series 2008-1
      Past Due Rent Payment” is defined in Section 3.2(g).”

     

    ““Series
      2008-1 Required Liquidity Amount” means, with respect to any Distribution
      Date, an amount equal to 12.50% of the Series 2008-1 Invested Amount on such
      Distribution Date (after giving effect to any payments of principal to be made
      on the Series 2008-1 Notes on such Distribution Date).”

     

    ““Series 2008-1
      Revolving Period” means the period from and including, the Series 2008-1
      Closing Date to the earlier of (x) the com­mencement of the Series 2008-1
      Rapid Amortization Period and (y) the commencement of the Series 2008-1
      Controlled Amortization Period.”

     

    ““Series
      2008-1 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
      2008-1 Standard & Poor’s Lowest Enhancement Rate” means, as of any date
      of determination, 34.00%.”

     

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

    ““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 2008-1 Second 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 2008-1 Second 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 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 2008-1
      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 2008-1 Maximum Invested Amount as of such date and the denominator of
      which is equal to the sum of the Series 2008-1 Maximum Invested Amount and
      the
      Series 2002-2 Maximum Invested Amount (as such term in defined in the Series
      2002-2 Supplement) as of such date, in each case without giving effect to any
      reductions in such amount on such date.”

     

    ““Series
      2008-1 Controlled Amortization Amount” means (i) with respect to the Related
      Month ending August 31, 2009, the excess, if any, of (x) the Series 2008-1
      Invested Amount as of August 1, 2009 over (y) the Series 2008-1 Maximum Invested
      Amount as of August 1, 2009, (ii) with respect to the Related Month ending
      September 30, 2009, the excess, if any, of (x) the Series 2008-1 Invested Amount
      as of September 1, 2009 over (y) the sum of (1) the Series 2008-1 Maximum
      Invested Amount as of September 1, 2009 and (2) the aggregate amount of
      Principal Collections allocated to the Series 2008-1 Collection Account pursuant
      to Section 3.2(b)(ii) during the Related Month ended August 31, 2009 that have
      not been used to make a Decrease and (iii)  with respect to the Related
      Month ending October 31, 2009, the excess of (x) the Series 2008-1 Maximum
      Invested Amount as of October 1, 2008 over (y) the aggregate amount of Principal
      Collections allocated to the Series 2008-1 Collection Account pursuant to
      Section 3.2(b)(ii) during the Related Month ended September 30, 2009 that have
      not been used to make a Decrease.”

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ““Series 2008-1
      Controlled Amortization Period” means the period commencing at the opening
      of business on August 1, 2009 (or, if such day is not a Business Day, the
      Business Day immediately preceding such day) and continuing to the earliest
      of
      (i) the commencement of the Series 2008-1 Rapid Amortization Period, (ii)
      the date on which the Series 2008-1 Notes are fully paid and (iii) the
      termination of the Indenture.”

     

    ““Series
      2008-1 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
      2008-1 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 2002-2 Maximum Invested Amount (as such term is defined in
      the
      Series 2002-2 Supplement) has been reduced in accordance with the second
      sentence of Section 2.6(c) of the Series 2002-2 Supplement prior to such
      date.”

     

    ““Series
      2008-1 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 2008-1 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 2002-2 Excess Collection Account (as such term is defined in the Series
      2002-2 Supplement) in accordance with the terms of Section 2.5(e) of the Series
      2002-2 Supplement prior to such date.”

     

    ““Series
      2008-1 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 2008-1 Invested Amount as of such date and the
      denominator of which is equal to the sum of the Series 2008-1 Invested Amount
      and the Series 2002-2 Invested Amount (as such term in defined in the Series
      2002-2 Supplement) as of such date, in each case without giving effect to any
      payments of principal on such date.” 

     

    ““Series
      2008-1 Rapid Amortization Period” means the period beginning at the earlier
      to occur of (a) the close of business on the Business Day immediately preceding
      the date on which the Expiry Date with respect to each Purchaser Group shall
      have occurred and (b) the close of business on the Optional Termination Date
      and
      ending upon the earliest to occur of (i) the date on which the Series 2008-1
      Notes are fully paid, (ii) the termination of the Indenture and (iii) the Series
      2008-1 Termination Date.”

     

    3.                 
Deletion of Definition.  The following defined term,
      as
      set forth in Article I(b) of the Series 2008-1 Supplement, is hereby deleted
      in
      its entirety: “Series 2008-1 Amortization Period”.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.                 
Amendment to Section 2.5.  (a) Section 2.5(a) of the
      Series 2008-1 Supplement is hereby deleted in its entirety and replaced with
      the
      following text in lieu thereof:

    “(a)     
      On any Business Day prior to the occurrence of an Amortization Event, upon
      the
      written request of ABRCF or the Administrator on behalf of ABRCF, the Series
      2008-1 Invested Amount may be reduced (a “Decrease”) by the Trustee’s
      withdrawing (as set forth in such request) (x) funds on deposit in the Series
      2008-1 Excess Collection Account on such Business Day in an amount not to exceed
      the amount of such funds on deposit therein on such Business Day and/or (y)
      if
      such Business Day is during the Series 2008-1 Controlled Amortization Period,
      funds on deposit in the Series 2008-1 Collection Account on such Business Day
      in
      an amount not to exceed the amount of such funds on deposit therein on such
      Business Day that were allocated to the Series 2008-1 Notes pursuant to Section
      3.2(b)(ii) on or prior to such Business Day which have not previously been
      withdrawn therefrom pursuant to either this clause (y) to make a Decrease or
      pursuant to Section 3.5(a) to be paid to the holders of the Series 2008-1 Notes,
      and, in each case, depositing such funds into the Series 2008-1 Distribution
      Account and distributing such funds to the Administrative Agent on such Business
      Day in accordance with Section 3.5(b); provided that ABRCF shall have
      given the Adminis­trative Agent (with a copy to the Trustee) irrevocable
      written notice (effective upon receipt) of the amount of such Decrease prior
      to
      9:30 a.m. (New York City time) on the second Business Day prior to such
      Decrease, in the case of any such Decrease in an amount less than $200,000,000,
      and prior to 9:30 a.m. (New York City time) on a Business Day that is at
      least ten days prior to such Decrease, in the case of any such Decrease in
      an
      amount of $200,000,000 or more; provided, further, that any such
      Decrease shall be in an amount equal to $10,000,000 and integral multiples
      of
      $500,000 in excess thereof (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). 
Upon each Decrease, the Administrative Agent shall indicate in its records
      such
      Decrease and the Purchaser Group Invested Amount outstanding with respect to
      each Purchaser Group after giving effect to such Decrease.  Upon receipt of
      any notice required by Section 2.5(a) from ABRCF, the Administrative Agent
      shall forward (by telecopy or electronic messaging system) a copy of such notice
      to the Funding Agent with respect to each Purchaser Group, no later than 1:00
      p.m. (New York City time) on the Business Day received.”;

     

    (b) Section 2.5(c) of the Series 2008-1 Supplement is hereby
      amended by deleting the text “Series 2008-1 Amortization Period” and inserting
      the text “Series 2008-1 Rapid Amortization Period” in lieu thereof; and (c)
      Section 2.5 of the Series 2008-1 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 2008-1
      Principal Reduction Percentage as of such date and (2) 75% of the initial
      principal amount of such Eligible Term Notes, (y) the Series 2008-1 Maximum
      Eligible Term Notes Principal Reduction Amount as of such date and (z) the
      Series 2008-1 Invested Amount as of such date, into the Series 2008-1 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 the purposes of this Section 2.5(e), ABRCF may 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.                 
      Amendments to Section 2.6 (c).  Section 2.6(c) of the Series 2008-1
      Supplement is hereby amended by (i) inserting the text “or the Series 2008-1
      Controlled Amortization Period” immediately after the text “during the Series
      2008-1 Revolving Period” in the first sentence thereof and (ii) inserting the
      following text immediately after the first sentence thereof:

     

    “On any date on
      which ABRCF issues Eligible Term Notes, the Series 2008-1 Maximum Invested
      Amount shall automatically be reduced in an amount equal to the least of (x)
      the
      product of (1) the Series 2008-1 Commitment Reduction Percentage as of such
      date
      and (2) 75% of the initial principal amount of such Eligible Term Notes, (y)
      the
      Series 2008-1 Maximum Eligible Term Notes Commitment Reduction Amount as of
      such
      date and (z) the Series 2008-1 Maximum Invested Amount as of such date.”

     

    6.                 
Amendment to Section 2.7(c)(ii)(D).  Section
      2.7(c)(ii)(D) of the Series 2008-1 Supplement is hereby
      amended by deleting the text “Series 2008-1 Amortization Period” and inserting
      the text “Series 2008-1 Controlled Amortization Period or the Series 2008-1
      Rapid Amortization Period” in lieu thereof.

     

    7.                 
Amendment to Section 3.2. 
(a)
      Section 3.2(b) of the Series 2008-1 Supplement is hereby deleted in its entirely
      and replaced with the following Sections 3.2(b) and (c) in lieu
      thereof:

     

    “(b)  
      Allocations of Collections During the Series 2008-1 Controlled Amortization
      Period.  With respect to the Series 2008-1 Controlled Amortization
      Period, the Administrator will direct the Trustee in writing pursuant to the
      Administration Agreement to allocate, prior to 11:00 a.m.  (New York City
      time) on any Series 2008-1 Deposit Date, all amounts deposited into the
      Collection Account as set forth below:

     

    (i)           
      allocate to the Series 2008-1 Collection Account an amount determined as set
      forth in Section 3.2(a)(i) above for such day, which amount shall be further
      allocated to the Series 2008-1 Accrued Interest Account; 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii)          
      allocate to the Series 2008-1 Collection Account an amount equal to the Series
      2008-1 Principal Allocation for such day, which amount shall be used to make
      principal payments in respect of the Series 2008-1 Notes ratably without
      priority or preference of any kind or to make a Decrease; provided, however,
      that if the Monthly Total Principal Allocation for any Related Month exceeds
      the
      lesser of (x) the Series 2008-1 Controlled Amortization Amount for such Related
      Month or (y) the Series 2008-1 Invested Amount on such Series 2008-1 Deposit
      Date, then the amount of such excess shall be allocated to the Series 2008-1
      Excess Collection Account; and provided, further, that if a Waiver Event shall
      have occurred, then such allocation shall be modified as provided in Article
      V;
      and

     

    (iii)         
      allocate to the Series 2008-1 Excess Collection Account the proceeds from any
      Increase.

     

    (c)    
      Allocations of Collections During the Series 2008-1 Rapid Amortization
      Period.  With respect to the Series 2008-1 Rapid Amortization Period,
      other than after the occurrence of an Event of Bankruptcy with respect to ABCR,
      any other Lessee or any Permitted Sublessee, the Administrator will direct
      the
      Trustee in writing pursuant to the Administration Agreement to allocate, prior
      to 11:00 a.m. (New York City time) on any Series 2008-1 Deposit Date, all
      amounts deposited into the Collection Account as set forth below:

     

    (i)           
      allocate to the Series 2008-1 Collection Account an amount determined as set
      forth in Section 3.2(a)(i) above for such day, which amount shall be further
      allocated to the Series 2008-1 Accrued Interest Account; and

     

    (ii)          
      allocate to the Series 2008-1 Collection Account an amount equal to the Series
      2008-1 Principal Allocation for such day, which amount shall be used to make
      principal payments in respect of the Series 2008-1 Notes, ratably, without
      preference or priority of any kind, until the Series 2008-1 Invested Amount
      is
      paid in full; provided that if on any Determination Date (A) the Administrator
      determines that the amount anticipated to be available from Interest Collections
      allocable to the Series 2008-1 Notes, Series 2008-1 Interest Rate Cap Proceeds
      and other amounts available pursuant to Section 3.3 to pay Series 2008-1 Monthly
      Interest and the Commitment Fees on the next succeeding Distribution Date will
      be less than the Series 2008-1 Monthly Interest and Commitment Fees for the
      Series 2008-1 Interest Period ending on the day preceding such Distribution
      Date
      and (B) the Series 2008-1 Enhancement Amount is greater than zero, then the
      Administrator shall direct the Trustee in writing to reallocate a portion of
      the
      Principal Collections allocated to the Series 2008-1 Notes during the Related
      Month equal to the lesser of such insufficiency and the Series 2008-1
      Enhancement Amount to the Series 2008-1 Accrued Interest Account to be treated
      as Interest Collections on such Distribution Date.”;

     

    (b) Section 3.2(d) of
      the
      Series 2008-1 Supplement is hereby amended by (i) deleting the text “Series
      2008-1 Amortization Period” and inserting the text “Series 2008-1 Controlled
      Amortization Period or the Series 2008-1 Rapid Amortization Period” in lieu
      thereof and (ii) deleting the text “Section 3.2(b)(ii) or (c)(ii)” and inserting
      the text “Section 3.2(b)(ii), 3.2(c)(ii) or 3.2(d)(ii)” in lieu thereof; (c)
      Section 3.2(f)(v) of the Series 2008-1 Supplement is hereby amended by deleting
      the text “or 3.2(b)(ii)” and inserting the text “, 3.2(b)(ii) or 3.2(c)(ii)” in
      lieu thereof; and (d) Section 3.2 of the Series 2008-1 Supplement is hereby
      further amendment by reclassifying clauses (c), (d), (e) and (f) as clauses
      (d),
      (e), (f) and (g), respectively.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.                 
Amendment to Section 3.3(e).  
      (a) Section 3.3(e)(i) of the Series 2008-1 Supplement is hereby amended by
      inserting the text “or the Series 2008-1 Controlled Amortization Period” after
      the text “during the Series 2008-1 Revolving Period”; and (b) Section 3.3(e)(ii)
      of the Series 2008-1 Supplement is hereby amended by deleting the text “Series
      2008-1 Amortization Period” and inserting the text “Series 2008-1 Rapid
      Amortization Period” in lieu thereof.

     

    9.                 
Amendment to Section 3.5. 
(i)
      Section 3.5 of the Series 2008-1 Supplement is hereby amended by deleting
      clauses (a) and (b) thereof in their entirety and inserting the following text
      in lieu thereof:

     

    “(a) 
      Monthly Payments During Series 2008-1 Controlled Amortization Period or
      Series 2008-1 Rapid Amortization Period.  Commencing on the second
      Determination Date during the Series 2008-1 Controlled Amortization Period
      or
      the first Determination Date after the commencement of the Series 2008-1 Rapid
      Amortization Period, the Administrator shall instruct the Trustee and the Paying
      Agent in writing pursuant to the Administration Agreement and in accordance
      with
      this Section 3.5 as to (i) the amount allocated to the Series 2008-1 Notes
      during the Related Month pursuant to Section 3.2(b)(ii), (c)(ii) or (d)(ii),
      as
      the case may be, and the portion of such amount, if any, that has been
      previously applied to make a Decrease pursuant to Section 2.5 during the Related
      Month, (ii) any amounts to be withdrawn from the Series 2008-1 Reserve Account
      and deposited into the Series 2008-1 Distribution Account or (iii) any amounts
      to be drawn on the Series 2008-1 Demand Notes and/or on the Series 2008-1
      Letters of Credit (or withdrawn from the Series 2008-1 Cash Collateral
      Account).  On the Distribution Date following each such Determination Date,
      the Trustee shall withdraw the amount allocated to the Series 2008-1 Notes
      during the Related Month pursuant to Section 3.2(b)(ii), (c)(ii) or (d)(ii),
      as
      the case may be, less the portion of such amount, if any, that has been
      previously applied to make a Decrease pursuant to Section 2.5 during the Related
      Month, from the Series 2008-1 Collection Account and deposit such amount in
      the
      Series 2008-1 Distribution Account, to be paid to the holders of the Series
      2008-1 Notes.

     

    (b)       
      Decreases.  On any Business Day (x) during the Series 2008-1
      Revolving Period on which a Decrease is to be made pursuant to Section 2.5,
      the
      Trustee shall withdraw from the Series 2008-1 Excess Collection Account, or
      (y)
      during the Series 2008-1 Controlled Amortization Period on which a Decrease
      is
      to be made pursuant to Section 2.5, the Trustee shall withdraw from the Series
      2008-1 Excess Collection Account and/or the Series 2008-1 Collection Account,
      in
      each case in accordance with the written instructions of the Administrator,
      an
      amount equal to the lesser of (i) the amounts specified in clauses (x) and
      (y)
      of the first sentence of Section 2.5(a) and (ii) the amount of such Decrease,
      and deposit such amount in the Series 2008-1 Distribution Account, to be paid
      to
      the Administrative Agent for distribution in accordance with Section 3.5(f).”;
      and

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii) 
      Section 3.5(c)(ii) of the Series 2008-1 Supplement is hereby amended by deleting
      the text “Series 2008-1 Amortization Period” and inserting the text “Series
      2008-1 Rapid Amortization Period” in lieu thereof.

     

    10.             
Amendment to Article IV.  Article IV of the Series
      2008-1 Supplement is hereby amended by (i) deleting clause (l) thereto and
      replacing such clause in its entirety with the following:

     

     

    “(l)      
      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 (m), (n), (o) and (p):

     

    “(m)    
      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; 

     

    (n)       
      (x) on the September 2009 Distribution Date, the Purchaser Group Invested Amount
      with respect to any Purchaser Group exceeds the Maximum Purchaser Group Invested
      Amount with respect to such Purchaser Group as of August 1, 2009 or (y) on
      the
      October 2009 Distribution Date, the Purchaser Group Invested Amount with respect
      to any Purchaser Group exceeds the Maximum Purchaser Group Invested amount
      with
      respect to such Purchaser Group as of September 1, 2009, or (z) on the November
      2009 Distribution Date, the Series 2008-1 Invested Amount exceeds zero, in
      each
      case, after giving effect to all principal payments made on such date;

     

    (o)       
      an Amortization Event shall have occurred with respect to the Series 2002-2
      Notes (as such term is defined in the Series 2002-2 Supplement); and

     

    (p)       
      (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),
      (l),
      (n), (o) or (p) above, an Amortization Event shall have occurred with respect
      to
      the Series 2008-1 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 (m) an
      Amortization Event with respect to the Series 2008-1 Notes shall have occurred
      without any notice or other action on the part of the Trustee or any Series
      2008-1 Noteholders, immediately upon the occurrence of such event. 
Amortization Events with respect to the Series 2008-1 Notes described in clause
      (a), (b), (c), (d), (e), (f), (g), (h), (i), or (m) may be waived with the
      written consent of the Purchaser Groups having Commitment Percentages
      aggregating 100%.  Amortization Events with respect to the Series 2008-1
      Notes described in clause (j), (k), (l), (n), (o) or (p) above may be waived
      in
      accordance with Section 9.5 of the Base Indenture.”

     

    11.             
Amendment to Article V. 
Article
      V
      of the Series 2008-1 Supplement is hereby amended by deleting the text “Series
      2008-1 Amortization Period” in the last sentence thereof and inserting the text
“Series 2008-1 Rapid Amortization Period” in lieu thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12.             
Amendment to Section 8.2.  (i) Section 8.2(g) of the
      Series 2008-1 Supplement is hereby amended and restated in its entirety as
      follows:

    “(g)      they shall not permit the
      aggregate Capitalized Cost for all Vehicles purchased in any model year that
      are
      not subject to a Manufacturer Program to exceed 85% of the aggregate MSRP
      (Manufacturer Suggested Retail Price) of all 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  (ii) Section 8.2 of the Series 2008-1
      Supplement is hereby further amended by inserting the following paragraph at
      the
      end of Section 8.2 as clause (h) thereof:

     

    “(h) 
      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.”

     

    13.             
Amendment to Schedule I.  (a) On the Series 2008-1
      Second Amendment Effective Date, Schedule I to the Series 2008-1 Supplement
      shall be amended by deleting such Schedule in its entirety and substituting
      in
      lieu thereof a new Schedule I in the form of Schedule A to this Amendment,
      which
      shall effect (i) first, the sale and assignment, in accordance with
      Section 2.6(e) of the Series 2008-1 Supplement,  by each existing Purchaser
      Group prior to giving effect to this Amendment (each, a “Transferor Purchaser
      Group”) to Citibank, N.A. and Charta, LLC (collectively, the “Acquiring
      Purchaser Group”) of a portion of each Transferor Purchaser Group’s
      respective rights, obligations and commitments under the Series 2008-1
      Supplement and the Series 2008-1 Notes pursuant to Section 11.1(e) of the Series
      2008-1 Supplement and (ii) second, an increase in the Maximum Purchaser
      Group Invested Amount with respect to the Purchaser Group of which YC SUSI
      Trust
      and Bank of America, National Association are the CP Conduit Purchaser and
      APA
      Bank, respectively (the “B of A Purchaser Group”) pursuant to Section
      2.6(a) of the Series 2008-1 Supplement as reflected thereon.

     

                           
(b)        This Amendment shall, for the purposes
      of Section 11.1(e) of the Series 2008-1 Supplement, constitute a Purchaser
      Group
      Supplement, and the respective transfer of the rights and obligations of each
      Transferor Purchaser Group to the Acquiring Purchaser Group shall constitute
      a
      valid transfer under the terms of such Section 11.1(e).  By executing this
      Amendment, ABRCF, the Administrator and the Administrative Agent hereby consent
      to such transfer in accordance with Section 11.1(e) of the Series 2008-1
      Supplement.

     

                           
(c)        By executing this Amendment,
      each
      member of the B of A Purchaser Group hereby consents to the increase of its
      Maximum Purchaser Group Invested Amount effected by this Amendment in accordance
      with Section 2.6(a) of the Series 2008-1 Supplement.

     

                           
(d)       By executing this Amendment,
      (i) the
      Administrative Agent hereby consents to the addition of the Acquiring Purchaser
      Group in accordance with Section 2.6(e) of the Series 2008-1 Supplement and
      (ii)
      each Transferor Purchaser Group and the Administrative Agent hereby waives
      the
      ten Business Day written notice requirement under Section 2.6(e) of the Series
      2008-1 Supplement with regard to the addition of the Acquiring Purchaser
      Group.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    14.             
Acquiring Purchaser Group. Upon the execution and
      delivery
      of this Amendment by the Acquiring Purchaser Group, the Funding Agent with
      respect thereto and each Transferor Purchaser Group on the Series 2008-1 Second
      Amendment Effective Date, the CP Conduit Purchaser, the Funding Agent and the
      APA Bank with respect to the Acquiring Purchaser Group shall be parties to
      the
      Series 2008-1 Supplement for all purposes thereof.

     

    15.             
Assignments. (a) Each Transferor Purchaser
      Group hereby
      irrevocably sells, assigns and transfers to the Acquiring Purchaser Group,
      without recourse, representation or warranty (except as set forth in Section
      15(e)(i) hereof), and the Acquiring Purchaser Group hereby irrevocably
      purchases, takes and assumes from each Transferor Purchaser Group, the
      respective portion reflected by the amendment to Schedule I effected hereby
      (the
      Acquiring Purchaser Group’s “Purchased Percentage”) of the Maximum
      Purchaser Group Invested Amount with respect to the APA Banks included in each
      Transferor Purchaser Group under the Series 2008-1 Supplement. 

     

    (b)        Each Transferor
      Purchaser Group has made arrangements with the Acquiring Purchaser Group with
      respect to (i) the portion, if any, to be paid, and the date or dates for
      payment, by each Transferor Purchaser Group to the Acquiring Purchaser Group
      of
      any Commitment Fees with respect to the Acquiring Purchaser Group’s Purchased
      Percentage of each Transferor Purchaser Group’s Commitment heretofore received
      by each Transferor Purchaser Group pursuant to the Series 2008-1 Supplement
      prior to the Series 2008-1 Second Amendment Effective Date and (ii) the portion,
      if any, to be paid and the date or dates for payment, by the Acquiring Purchaser
      Group to each Transferor Purchaser Group of any Commitment Fees or any Series
      2008-1 Monthly Interest received by the Acquiring Purchaser Group pursuant
      to
      the Series 2008-1 Supplement from and after the Series 2008-1 Second Amendment
      Effective Date.  

     

    (c)        From and after
      the Series 2008-1 Second Amendment Effective Date, amounts that would otherwise
      be payable to or for the account of any Transferor Purchaser Group pursuant
      to
      the Series 2008-1 Supplement with respect to the portion of the Acquiring
      Purchaser Group’s Purchased Percentage transferred by it shall, instead, be
      payable to or for the accounts of the Acquiring Purchaser Group in accordance
      with its Purchased Percentage, whether such amounts have accrued prior to the
      Series 2008-1 Second Amendment Effective Date or accrue subsequent to the Series
      2008-1 Second Amendment Effective Date.

     

    (d)       Each Transferor
      Purchaser Group and the Acquiring Purchaser Group agrees that at any time and
      from time to time upon the written request of any other party, it will execute
      and deliver such further documents and do such further acts and things as such
      other party may reasonably request in order to effect the purposes of the
      assignment pursuant to this Section 15.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)        By executing and
      delivering this Amendment, each Transferor Purchaser Group confirms to and
      agrees with the Acquiring Purchaser Group, and the Acquiring Purchaser Group
      confirms to and agrees with each Transferor Purchaser Group as follows: (i)
      other than the representation and warranty that each Transferor Purchaser Group
      is the legal and beneficial owner of the interest being assigned hereby by
      it
      free and clear of any adverse claim, each Transferor Purchaser Group makes
      no
      representation or warranty and assumes no responsibility with respect to any
      statements, warranties or representations made in or in connection with the
      Series 2008-1 Supplement or the execution, legality, validity, enforceability,
      genuineness, sufficiency or value of the Indenture, the Series 2008-1 Notes,
      the
      Related Documents or any instrument or document furnished pursuant thereto;
      (ii)
      each Transferor Purchaser Group makes no representation or warranty and assumes
      no responsibility with respect to the financial condition of ABRCF or the
      performance or observance by ABRCF of any of ABRCF’s obligations under the
      Indenture, the Related Documents or any other instrument or document furnished
      pursuant hereto; (iii) the Acquiring Purchaser Group confirms that it has
      received a copy of the Indenture and such other Related Documents and other
      documents and information as it has deemed appropriate to make its own credit
      analysis and decision to enter into this Amendment; and (iv) the Acquiring
      Purchaser Group will, independently and without reliance upon the Administrative
      Agent, any Transferor Purchaser Group or any other Person and based on such
      documents and information as it shall deem appropriate at the time, continue
      to
      make its own credit decisions in taking or not taking action under the
      Indenture.

     

    (f)        By executing and
      delivering this Amendment, the Acquiring Purchaser Group confirms to and agrees
      with each Transferor Purchaser Group as follows: (i) the Acquiring Purchaser
      Group appoints and authorizes the Administrative Agent to take such action
      as
      agent on its behalf and to exercise such powers under the Series 2008-1
      Supplement as are delegated to the Administrative Agent by the terms thereof
      together with such powers as are reasonably incidental thereto, all in
      accordance with Article IX of the Series 2008-1 Supplement; (ii) each member
      of
      the Acquiring Purchaser Group appoints and authorizes the Funding Agent with
      respect to the Acquiring Purchaser Group to take such action as agent on its
      behalf and to exercise such powers under the Series 2008-1 Supplement as are
      delegated to such Funding Agent by the terms thereof, together with such powers
      as are reasonably incidental thereto, all in accordance with Article X of the
      Series 2008-1 Supplement; (iii) each member of the Acquiring Purchaser Group
      agrees that it will perform in accordance with their terms all of the
      obligations which by the terms of the Indenture are required to be performed
      by
      it as a member of the Acquiring Purchaser Group and (iv) each member of the
      Acquiring Purchaser Group confirms that it is an Eligible
      Assignee.          

     

    (g)        The notice
      information for the Acquiring Purchaser Group for purposes of Section 11.19
      of
      the Series 2008-1 Supplement is:

    Citibank, N.A.

    450 Mamaroneck Avenue

    Harrison, NY  10528

     

    Charta, LLC
450 Mamaroneck Avenue
Harrison, NY 
10528

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16.             
Reallocation of Series 2008-1
      Invested Amount. On the Series
      2008-1 Second Amendment Effective Date, following the addition of the Acquiring
      Purchaser Group and in connection with the increase to the B of A Purchaser
      Group’s Maximum Purchaser Group Invested Amount, each CP Conduit Purchaser, the
      APA Banks with respect to such CP Conduit Purchaser and the Funding Agent with
      respect to such CP Conduit Purchaser shall be deemed hereby to make or accept,
      as applicable, an assignment and assumption of a portion of the Series 2008-1
      Invested Amount, as directed by the Administrative Agent, with the result being
      that after giving effect thereto, the Purchaser Group Invested Amount with
      respect to each such Purchaser Group shall equal the product of (x) the sum
      of
      the Purchaser Group Invested Amounts of each Purchaser Group on the Series
      2008-1 Second Amendment Effective Date and (y) the Commitment Percentage of
      such
      Purchaser Group on the Series 2008-1 Second 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 with respect to such portion.

     

    17.             
      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.  

     

    18.             
Direction.  By their signatures hereto,
      each of the
      undersigned (excluding The Bank of New York Mellon Trust Company, N.A., in
      its
      capacity as Trustee and Series 2008-1 Agent) hereby authorize the Trustee and
      Series 2008-1 Agent to execute this Amendment and take any and all further
      action necessary or appropriate to give effect to the transaction contemplated
      hereby.

     

    19.             
This Amendment is limited as specified
      and, except as expressly
      stated herein, shall not constitute a modification, acceptance or waiver of
      any
      other provision of the Series 2008-1 Supplement.

     

    20.             
      This Amendment shall become effective on the date (the “Series 2008-1 Second
      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 2008-1 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 2008-1 Notes and the Series 2002-2
      Notes (as such term is defined in the Series 2002-2 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 2008-1 Interest Rate Caps satisfying the
      requirements of Section 3.11(a) of the Series 2008-1 Supplement (giving effect
      to this Amendment), (iv) all certificates and opinions of counsel required
      under
      the Base Indenture or by the Series 2008-1 Noteholders shall have been delivered
      to the Trustee and the Series 2008-1 Noteholders, as applicable and (v) Simpson
      Thacher & Bartlett LLP shall have been paid all fees and expenses due to it
      as counsel to the Administrative Agent. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    21.             
From and after the Series 2008-1
      Second Amendment Effective Date,
      all references to the Series 2008-1 Supplement shall be deemed to be references
      to the Series 2008-1 Supplement as amended hereby.

     

    22.             
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.

     

    23.             
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:

               

            	
              
 Rochelle Tarlowe

               

            	
               

               

               

               

            
	
               

               

               

               

            	
               

               

               

               

            	
               

               

              Name:

               

            	
               

               

              Rochelle Tarlowe

               

            	
               

               

               

               

            
	
               

               

               

               

            	
               

               

               

               

            	
              Title:

               

               

               

            	
              Vice President and Treasurer

               

               

               

            	
               

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
               

               

               

               

            	
               

               

               

               

            	
               

               

               

               

            	
              THE BANK OF NEW YORK MELLON TRUST
                COMPANY, N.A., as Trustee and Series 2008-1 Agent

               

            	
               

               

               

               

            
	
               

               

               

               

            	
               

               

               

               

            	
              
By:

               

            	
               

               

              /s/ 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 2008-1 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 2008-1 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 2008-1 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 2008-1 Supplement

               

            	
               

               

               

               

            
	
               

               

              By:


               

            	
               

               

              /s/ Michael Eden

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              Michael Eden

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
              Director

               

            	
               

               

            


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

       

      	
               

               

               

               

            	
              YC SUSI TRUST, as a CP Conduit Purchaser
                under the Series 2008-1 Supplement

               

            	
               

               

               

               

            
	
              By:

               

            	
              Bank of America, National Association,
                as
                Administrative Trustee

               

            	
               

               

            
	
               

               

            	
               

               

            	
               

               

            
	
              By:

               

            	
              /s/ Jeremy Grubb

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              Jeremy Grubb

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
              Vice President

               

            	
               

               

            


       

       

       

       

      	
               

               

               

               

            	
              Bank of America, National Association,
                as
                a Funding Agent and an APA Bank under the Series 2008-1 Supplement

               

            	
               

               

               

               

            
	
               

               

              By:

               

            	
               

               

              /s/ Jeremy Grubb

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              Jeremy Grubb

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
              Vice President

               

            	
               

               

            


      



       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

       

      	
               

               

               

               

            	
              FALCON ASSET SECURITIZATION COMPANY
                LLC,
                as a CP Conduit Purchaser under the Series 2008-1 Supplement

               

            	
               

               

               

               

            
	
              By:

               

            	
              /s/ George S. Wilkins

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              George S. Wilkins

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
              Executive Director

               

            	
               

               

            


       

      	
               

               

               

               

            	
              JPMORGAN CHASE BANK, N.A. as a Funding
                Agent under the Series 2008-1 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 2008-1 Supplement

               

            	
               

               

               

               

            
	
              By:



               

            	
              /s/ George S. Wilkins

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              George S. Wilkins

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
              Executive Director

               

            	
               

               

            


      

 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    
       

       

      	
               

               

               

               

            	
              MONTAGE FUNDING LLC, as a CP Conduit
                Purchaser under the Series 2008-1 Supplement 



               

            	
               

               

               

               

            
	
              By:

               

            	
              /s/ Lori Gebron

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              Lori Gebron

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
              Vice President

               

            	
               

               

            


       

       

      	
               

               

               

               

            	
              DEUTSCHE BANK AG, NEW YORK BRANCH,
                as a
                Funding Agent and an APA Bank under the Series 2008-1 Supplement

               

            	
               

               

               

               

            
	
              By:

               

            	
              /s/ 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 2008-1 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 2008-1 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 2008-1 Supplement

               

            	
               

               

               

               

            
	
              By:



               

            	
              /s/ Bernard J. Angelo

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              Bernard J. Angelo

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
              Vice President

               

            	
               

               

            


    


    
      



       

      	
               

               

               

               

            	
              THE ROYAL BANK OF SCOTLAND PLC, as
                an APA
                Bank under the Series 2008-1 Supplement by: 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 2008-1 Supplement by: Greenwich Capital
                Markets, Inc., as agent

               

            	
               

               

               

               

            
	
              By:



               

            	
              /s/ Michael Zappaterrini

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              Michael Zappaterrini

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
              Managing Director

               

            	
               

               

            


       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

        

       

       

       

      	
               

               

               

               

            	
              CHARTA,
                LLC, as CP Conduit Purchaser of the Acquiring Purchaser
                Group

               

               

               

            	
               

               

               

               

            
	
              By:

               

            	
              Citicorp
                North America, Inc., as

               

            	
               

               

            
	
               

               

            	
              Attorney-in-fact

               

               

               

            	
               

               

            


       

       

      	
              By:



               

            	
              /s/ Steven Vierengel

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              Steven Vierengel

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
               

               

            	
               

               

            


       

      
 

       

      	
               

               

               

               

            	
              CITIBANK,
                N.A., as an APA Bank of the Acquiring Purchaser
                Group

               

               

               

            	
               

               

               

               

            
	
              By:



               

            	
              /s/ Steven Vierengel

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              Steven Vierengel

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
               

               

            	
               

               

            


       

       

       

      	
               

               

               

               

            	
              CITICORP
                NORTH AMERICA, INC.,

               

              as Funding Agent of the Acquiring
                Purchaser Group

               

            	
               

               

               

               

            
	
              By:



               

            	
              /s/ Steven Vierengel

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              Steven Vierengel

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
               

               

            	
               

               

            


       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      	
               

               

               

               

            	
              AVIS BUDGET CAR RENTAL, LLC, as
                Administrator

               

            	
               

               

               

               

            
	
              By:



               

            	
              /s/  Rochelle Tarlowe

               

            	
               

               

               

               

            
	
              Name:

               

               

               

            	
              Rochelle Tarlowe

               

            	
               

               

               

               

            
	
              Title:

               

               

               

            	
              Vice
                President and Treasurer